CN-370000-WQ155-A2R2.pdf

Contract No. WQ155 Amendment No. 2

Rev. 6/18/2024

AMENDMENT NO. 2

RENEWAL NO. 2

TO CONTRACT NO. WQ155

BETWEEN

FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION

AND

ABT ASSOCIATES INC. (D/B/A ABT GLOBAL LLC)

This Amendment to Contract No. WQ155, as previously amended, (Contract) is made by and between the Department of Environmental Protection (Department), an agency of the State of Florida, and ABT Associates Inc. (d/b/a ABT Global LLC), 6130 Executive Blvd., Rockville, Maryland 20852 (Contractor), on the date last signed below.

WHEREAS, the Department entered into the Contract with the Contractor to provide professional environmental consulting services to assist DEP with natural resource restoration activities related to the 2010 Deepwater Horizon Gulf of Mexico Oil Spill in accordance with Solicitation No. 2019002 effective February 12, 2019; and

WHEREAS, on January 3, 2024, ABT Associates Inc. voluntarily withdrew its Certificate of Authority to transact business in the state as a foreign profit corporation; and

WHEREAS, also on January 3, 2024, ABT Global LLC was granted authority to transact business in the state as a foreign limited liability company;

WHEREAS, ABT Associates Inc. now effectively does business as ABT Global LLC within the State of Florida; and

WHEREAS, as per Section 607.1502(5), Florida Statutes, all contracts and agreements entered into with ABT Associates Inc. remain valid, and ABT Global LLC remains incorporated in the State of Florida. There has been no change in control or ownership to either the ultimate parent company or its subsidiary and affiliate companies; and

WHEREAS, the parties wish to amend the Contract to renew the Contract period.

NOW THEREFORE, the parties agree as follows:

1. The name of the Contractor is hereby changed to ABT Global LLC. All references to ABT Associates Inc. in the Contract are hereby replaced with ABT Global LLC, and ABT Global LLC shall have the same rights, duties, liabilities, and responsibilities, past, present, and future as ABT Associates Inc. under the Contract.

2. The Contract is renewed for a 1-year period to begin February 11, 2025, and remain in effect until February 10, 2026.

The Department and the Contractor shall continue to perform their respective duties during this renewal period pursuant to the same terms and conditions provided in the Contract.

3. Paragraph 52 of the Contract is hereby amended to read as follows:

ORDER OF PRECEDENCE. In the event of a conflict between any of the components of this Contract, the order of precedence for resolving such conflict shall be as follows (with 1. Being at the highest precedence):

1. Attachment K, Special Terms and Conditions;

2. Attachment J, Standard Terms and Conditions for Competitively Procured Contracts;

3. Body of this Contract;

4. Scope;

5. All other attachments to this Contract;

6. Documents, agreements and exhibits incorporated herein by reference;

7. Solicitation, including all attachments, addenda, and questions and answers; and

Rev. 6/18/2024

8. Contractor’s Response to the Solicitation.

4. Attachment C Attachment C, Task Assignment Form, was deleted in Amendment 1. Attachment C-1, Task Assignment Form, as attached to this Amendment, is hereby incorporated into the Agreement.

5. Attachment D Attachment D, Task Assignment Change Order Form, was deleted in Amendment 1. Attachment D-1, Task Assignment Change Order Form, as attached to this Amendment, is hereby incorporated into the Agreement.

6. Attachment F Attachment F, Subcontractor Utilization Report Form, is hereby deleted in its entirety and replaced with Attachment F-1, Revised Subcontractor Utilization Report Form, as attached to this Amendment and hereby incorporated into the Agreement. All references in the Agreement to Attachment F shall hereinafter refer to Attachment F-1, Revised Subcontractor Utilization Report Form.

7. Attachment G Attachment G, Contract Affidavit/Release of Claim Form, is hereby deleted in its entirety and replaced with Attachment G-1, Contractor Certification/Release of Claims Form, as attached to this Amendment and hereby incorporated into the Agreement. All references in the Agreement to Attachment G shall hereinafter refer to Attachment G-1, Contractor Certification/Release of Claims Form.

8. Attachment H Attachment H, Public Records Requirements, is hereby deleted in its entirety and replaced with Attachment H-1, Revised Public Records Requirements, as attached to this Amendment and hereby incorporated into the Agreement.

All references in the Agreement to Attachment H shall hereinafter refer to Attachment H-1, Revised Public Records Requirements.

9. Attachment I Attachment I, General Contract Conditions – PUR 1000, is hereby deleted in its entirety and replaced with Attachment I-1, General Contract Conditions – PUR 1000, as attached to this Amendment, and hereby incorporated into the Agreement. All references in the Agreement to Attachment I shall hereinafter refer to Attachment I-1, General Contract Conditions – PUR 1000.

10. New Attachment J Attachment J, Standard Terms and Conditions for Competitively Procured Contracts, as attached to this Amendment, is hereby incorporated into the Agreement. All references to Attachment 1 shall hereinafter refer to Attachment J, Standard Terms and Conditions for Competitively Procured Contracts.

11. New Attachment K

Attachment K, Special Terms and Conditions, as attached to this Amendment, is hereby incorporated into the Agreement. All references to Attachment 2 shall hereinafter refer to Attachment K, Special Terms and Conditions.

12. New Exhibit 1

Exhibit 1, Forced Labor Attestation Form, as attached to this Amendment, is hereby incorporated into the Agreement.

All other terms and conditions of the Contract remain in effect. If and to the extent that any inconsistency may appear between the Contract and this Amendment, the provisions of this Amendment shall control.

Rev. 6/18/2024

The parties agree to the terms and conditions of this Amendment and have duly authorized their respective representatives to sign it on the dates indicated below.

ABT Global LLC Florida Department of Environmental Protection

By: ______________________________ Title:

By: __________________________ Secretary or Designee

Date: ____________________________ Date: _________________________

List of attachments/exhibits included as part of this Contract:

Specify Type / Letter Description Attachment C-1 Task Assignment Form Attachment D-1 Task Assignment Change Order Form Attachment F-1 Revised Subcontractor Utilization Report Form Attachment G-1 Contractor Certification/Release of Claims Form Attachment H-1 Revised Public Records Requirements Attachment I-1 General Contract Conditions – PUR 1000 Attachment J Standard Terms and Conditions for Competitively Procured Contracts Attachment K Special Terms and Conditions Exhibit 1 Forced Labor Attestation Form

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Cam Rylander

Digitally signed by Cam Rylander Date: 2025.02.04 12:07:13 -05'00'

Contracts Administrator

2/4/25

Rev. 6/18/2024

The parties agree to the terms and conditions of this Amendment and have duly authorized their respective representatives to sign it on the dates indicated below.

ABT Global LLC Florida Department of Environmental Protection

By: ______________________________ Title:

By: __________________________ Secretary or Designee

Date: ____________________________ Date: _________________________

List of attachments/exhibits included as part of this Contract:

Specify Type / Letter Description Attachment C-1 Task Assignment Form Attachment D-1 Task Assignment Change Order Form Attachment F-1 Revised Subcontractor Utilization Report Form Attachment G-1 Contractor Certification/Release of Claims Form Attachment H-1 Revised Public Records Requirements Attachment I-1 General Contract Conditions – PUR 1000 Attachment J Standard Terms and Conditions for Competitively Procured Contracts Attachment K Special Terms and Conditions Exhibit 1 Forced Labor Attestation Form

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Adam Blalock

Digitally signed by Adam Blalock Date: 2025.02.03 16:52:12 -05'00'

Funding Information:

STATE OF FLORIDA

DEPARTMENT OF ENVIRONMENTAL PROTECTION

Task Assignment

State of Florida Department of Environmental Protection

(If different from TA Number)

(Extended Price)

IN WITNESS WHEREOF, this TA shall be effective on the last date signed below.

State of Florida Department of Environmental Protection

CONTRACTOR Department Name:

Title:

Authorized Signature) Authorized Signature) Date:

$ 0.00

Funding Information:

Org. Code E.O . Object Code Budget Entity Appropriation

Category Grant # Project # Year Amount

Additional Funding Information attached on separate page.

Rev.

STATE OF FLORIDA

DEPARTMENT OF ENVIRONMENTAL PROTECTION

Task Assignment Change Order This Change Order is entered into between the Parties named below and amends the Task Assignment (TA) and any previous TA Change Orders (TACO) as follows:

1. TA Number: TACO Number: Contract Number:

TACO Description:

2. Parties State of Florida Department of Environmental Protection (Department) Department’s Project Manager: Department’s Project Manager Phone:

( ) Name:

Project Manager: Project Manager Phone:

3. Project Number:

(If different from TA Number) Project Name:

4. There are no changes to the TA compensation.

The compensation of the TA is changed to the amounts indicated below:

Amended Price Price Prior to TACO Fixed Price:

Fixed Unit Rate: (Extended Price)

Cost Reimbursement:

Total TA Value:

There are no changes to the TA Date.

The TA Date is changed from ______________ to ______________ (a total of ______ days).

There are no changes to the Attachments.

Attachment ___ is replaced with Attachment ____.

7. No Additional Changes.

Additional Changes:

8. All other terms and conditions of the TA remain in effect. If and to the extent that any inconsistencies may appear between the TA and this TACO, the provisions of this TACO shall control.

IN WITNESS WHEREOF, this TACO shall be effective on the last date signed below.

State of Florida Department of Environmental Protection

CONTRACTOR Department Name:

Title: Secretary or Designee

(Authorized Signature) (Authorized Signature) Date:

Additional signatures attached on separate page.

$ 0.00

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EXHIBIT

STATE OF FLORIDA

DEPARTMENT OF ENVIRONMENTAL PROTECTION

Contractor Certification / Release of Claims Form

This certification must be completed and signed by the Contractor when requesting final payment for a Florida Department of Environmental Protection (Department) authorized Task Assignment. Final payment for a Task Assignment will not be released until this form is accepted by the Department.

The undersigned certifies as follows:

1. I, am the of (name of person appearing) (title of person appearing) with the authority to (name of Contractor) make this statement on its behalf;

2. (”the Contractor”) entered into an (name of company or person)

Agreement with the Department to perform certain work under Task Assignment No. .

3. Contractor has completed the work in accordance with the aforementioned Task Assignment, including all attachments thereto.

4. All subcontractors have been paid in full.

5. Upon receipt by Contractor from Department of final payment under the aforementioned Task Assignment, Contractor releases Department from any and all claims of Contractor and any of its subcontractors and vendors that may arise under, or by virtue of, the Task Assignment, except those claims that may be specifically exempt and set forth under the terms of this Contract. Exemptions claimed must be attached to this affidavit and reference the Task Assignment number. Any exemptions not attached are waived.

(Signature of Authorized Contractor Representative)

Rev. 4/8/2024

STATE OF FLORIDA

DEPARTMENT OF ENVIRONMENTAL PROTECTION

Public Records Requirements

ATTACHMENT

1. Public Records Access Requirements.

a. If the Contract exceeds $35,000.00, and if the Contractor is acting on behalf of the Department in its performance of services under the Contract, the Contractor must allow public access to all documents, papers, letters, or other material, regardless of the physical form, characteristics, or means of transmission, made or received by the Contractor in conjunction with the Contract (Public Records), unless the Public Records are exempt from section 24(a) of Article I of the Florida Constitution and section 119.07(1), F.S.

b. The Department may unilaterally terminate the Contract if the Contractor refuses to allow public access to Public Records as required by law.

2. Additional Public Records Duties of Section 119.0701, F.S., If Applicable.

If the Contractor is a “contractor” as defined in section 119.0701(1)(a), F.S., the Contractor shall:

a. Keep and maintain Public Records required by the Department to perform the service.

b. Upon request, provide the Department with a copy of requested Public Records or allow the Public Records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law.

c. A Contractor who fails to provide the Public Records to the Department within a reasonable time may be subject to penalties under section 119.10, F.S.

d. Ensure that Public Records that are exempt or confidential and exempt from Public Records disclosure requirements are not disclosed except as authorized by law for the duration of the Contract term and following completion of the Contract if the Contractor does not transfer the Public Records to the Department.

e. Upon completion of the Contract, transfer, at no cost, to the Department all Public Records in possession of the Contractor or keep and maintain Public Records required by the Department to perform the service. If the Contractor transfers all Public Records to the Department upon completion of the Contract, the Contractor shall destroy any duplicate Public Records that are exempt or confidential and exempt from Public Records disclosure requirements. If the Contractor keeps and maintains Public Records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining Public Records. All Public Records stored electronically must be provided to the Department, upon request from the Department’s custodian of Public Records, in a format specified by the Department as compatible with the information technology systems of the Department.

These formatting requirements are satisfied by using the data formats as authorized in the Contract or Microsoft Word, Outlook, Adobe, or Excel, and any software formats the Contractor is authorized to access.

f. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, F.S., TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC

RECORDS RELATING TO THE CONTRACT, CONTACT THE DEPARTMENT’S

CUSTODIAN OF PUBLIC RECORDS AT:

Telephone: (850) 245-2118 Email: Public.Services@FloridaDEP.gov Mailing Address: Department of Environmental Protection

ATTN: Office of Ombudsman and Public Services Public Records Request 3900 Commonwealth Boulevard, MS 49 Tallahassee, Florida 32399

Form PUR 1000 (07/2024) Page 1 of 20 Rule 60A-1.002, F.A.C.

Contents

1. Definitions.

2. Contract Formation and Amendment.

3. Contract Construction and Administration.

4. Contract Term, Suspension, and Termination.

5. Performance.

6. Inspection.

7. Payment.

8. Disputes and Liabilities.

9. Compliance with Laws.

10. Public Records.

11. Security and Confidentiality.

12. Cooperative Purchasing.

1. Definitions. Capitalized terms used herein are defined as follows:

(a) “Attachments” means the attachments, addenda, schedules, exhibits, and other documents, however so titled, attached hereto or incorporated by reference herein.

(b) “Business Days” means Monday through Friday, inclusive, excluding State holidays specified in section 110.117, Florida Statutes (“F.S”).

(c) “Contract” means the legally enforceable agreement between the Customer and Contractor to which this PUR 1000 form is attached, including all Attachments thereto. This term encompasses both written agreements and purchase orders, as each is defined in Rule 60A- 1.001, Florida Administrative Code (“F.A.C.”).

(d) “Contractor” means the person or entity that is a party to the Contract and is providing Products to the Customer.

(e) “Customer” means the agency, as defined in section 287.012, F.S., that is a party to the Contract. For purchases off a term contract, as defined in section 287.012, F.S., this term also includes the eligible user, as defined in Rule 60A-1.001, F.A.C, that is a party to the Contract.

(f) “Product” means any deliverable under the Contract, which may include commodities and contractual services, as each is defined in section 287.012, F.S. “Product” does not include, and no State funding under the Contract is being provided for, promoting, advocating for, or providing training or education on “Diversity, Equity, and Inclusion” (“DEI”). DEI is any program, activity, or policy that classifies individuals on the basis of race, color, sex, national origin, gender identity, or sexual orientation and promotes differential or preferential treatment of individuals on the basis of such classification, or promotes the position that a group or an individual’s action is inherently, unconsciously, or implicitly biased on the basis of such classification.

General Contract Conditions

Form PUR 1000 (07/2024) Page 2 of 20 Rule 60A-1.002, F.A.C.

(g) “State” means the State of Florida.

2. Contract Formation and Amendment.

a. Formation. If the Contract is a written agreement as defined in Rule 60A-1.001, F.A.C., the Contract is effective upon the date last signed by all parties, unless a different date is specified herein. If the Contract is a purchase order as defined in Rule 60A-1.001, F.A.C., the Contract is effective upon the date of issuance by the Customer to the Contractor, and the Contractor’s performance under the purchase order is deemed to be acceptance of the terms thereof.

b. Amendment. The Contract contains all the terms and conditions agreed upon by the parties and will govern all transactions between the parties. The Contract may only be amended upon mutual written agreement signed by both parties, or upon the Customer’s issuance of a change order to a purchase order, as defined in Rule 60A-1.001, F.A.C., deemed to be accepted by the Contractor upon the continued performance thereof. No oral agreements or representations will be valid or binding upon either party. The Contractor may not unilaterally modify the terms of the Contract by affixing additional terms to the Product upon delivery (e.g., attachment or inclusion of standard preprinted forms, service agreements, end user agreements, product literature, “shrink wrap” terms accompanying or affixed to a product, whether written or electronic) or by incorporating such terms onto the Contractor’s order or fiscal forms or other documents forwarded by the Contractor for payment. The Customer's acceptance of the Product or processing of documentation on forms furnished by the Contractor for approval or payment will not constitute acceptance of the proposed modification to the Contract terms and conditions.

The parties may, by amendment, modify the Contract to alter, add to, or deduct from the Contract specifications, provided that such changes are within the general scope of the Contract. The parties may make an equitable adjustment in the Contract price or delivery date if the change affects the cost or time of performance. The parties may also make an equitable adjustment in price if pricing or availability of supply is affected by extreme and unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to causes wholly beyond the Contractor’s control,

(2) the volatility affects the marketplace or industry, not just the particular Term Contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor that continued performance of the Contract would result in a substantial loss.

If the Contract is a purchase off a term contract, as defined in section 287.012, F.S., the purchase is limited to Products offered under the Term Contract, and no additional Products may be provided under a purchase off the Term Contract.

3. Contract Construction and Administration.

a. Construction. Unless the context requires otherwise, (i) the words "include," "includes," and

"including" are deemed to be followed by the words "without limitation;" (ii) the word "or" is not exclusive; and (iii) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to the Contract as a whole, inclusive of all Attachments. Unless the context requires otherwise, references herein to (i) sections or Attachments mean the sections of, or Attachments to, the Contract; (ii) an agreement, instrument, or other document means such

Form PUR 1000 (07/2024) Page 3 of 20 Rule 60A-1.002, F.A.C.

agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) a statute, rule, or other law or regulation means such statute, rule, or other law or regulation as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. Unless the context requires otherwise, whenever the singular is used in the Contract, the same will include the plural, and whenever the plural is used herein, the same will include the singular, where appropriate. All references to "$" or "dollars" means the United States Dollar, the official and lawful currency of the United States of America.

The Contract will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Attachments referred to herein will be construed with, and as an integral part of, the Contract to the same extent as if they were set forth verbatim herein.

b. Administration.

i. Execution in Counterparts. If the Contract is a written agreement as defined in Rule 60A-1.001, F.A.C., it may be executed in counterparts, each of which will be an original and all of which will constitute but one and the same instrument.

ii. Warranty of Authority. Each person signing the Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract. If the Contract is a purchase order, as defined in Rule 60A-1.001, F.A.C., the Contractor warrants that the individual established to receive the purchase order is authorized to do so and to bind the Contractor to the terms of the Contract.

iii. Notices. Where the term “written notice” is used to specify a notice requirement herein, said notice will be deemed to have been given (i) when personally delivered; (ii) when transmitted via facsimile (with confirmation of receipt) or email (with confirmation of receipt); (iii) the day immediately following the day (except if not a Business Day then the next Business Day) on which the notice or communication has been provided prepaid by the sender to a recognized overnight delivery service; or (iv) on the date actually received except where there is a date of the certification of receipt.

Unless otherwise specified, each party shall deliver all notices to the other party’s Contract Manager. Either party may notify the other by email of a change to a designated contact providing the contact information for the newly designated contact, and such notice is sufficient to effectuate this change without requiring a written amendment to the Contract or the issuance of a change order.

iv. Severability. If a court deems any non-material provision of the Contract void or unenforceable, all other provisions will remain in full force and effect. Upon a determination that any material provision is void or unenforceable, the parties shall negotiate in good faith to modify this Contract to give effect to the original intent of the parties as closely as possible in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

v. Waiver. The delay or failure by the Customer to exercise or enforce any of its rights under the Contract will not constitute or be deemed a waiver of the Customer’s right

Form PUR 1000 (07/2024) Page 4 of 20 Rule 60A-1.002, F.A.C.

thereafter to enforce those rights, nor will any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

vi. Survivability. The Contract and any promises, covenants, and representations made herein are binding upon the parties hereto and all respective heirs, assigns, and successors in interest. The respective obligations of the parties, which by their nature would continue beyond the termination or expiration of the Contract, including without limitation, the obligations regarding overpayments, confidentiality, indemnity, proprietary interests, and public records, will survive termination or expiration of the Contract.

vii. Third Party Beneficiaries. The parties acknowledge and agree that the Contract is for the benefit of the parties hereto and any permitted assignee. The Contract is not intended to confer any legal rights or benefits on any other party.

4. Contract Term, Suspension, and Termination.

a. Term. The initial term of the Contract will be as indicated in the Contract. The Customer, in its sole discretion, may renew the Contract, in whole or in part, for a period that may not exceed three (3) years or the initial term of the Contract, whichever is longer, by providing written notice to the Contractor. If the Contract was awarded pursuant to a competitive solicitation, as defined in section 287.012, F.S., the pricing for the renewal period will be as set forth in the Contractor’s response to the competitive solicitation. No costs may be charged for the renewal, and the renewal is contingent upon satisfactory performance evaluations and subject to availability of funds. Exceptional purchase contracts pursuant to sections 287.057(3)(a) and (c), F.S., may not be renewed.

b. Suspension of Work. The Customer may, in its sole discretion, suspend any or all activities under the Contract, at any time, when in the best interests of the Customer to do so. The Customer shall provide the Contractor written notice outlining the particulars of the suspension. Examples of the reason for suspension include budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, the Contractor shall comply with the notice and shall cease performance to the extent required by the notice. Within ninety (90) calendar days of the suspension, or any longer period agreed to by the Contractor, the Customer shall either (i) issue a notice authorizing the resumption of performance, at which time the Contractor shall resume activity; or (ii) terminate the Contract. Suspension of work will not entitle the Contractor to any compensation for services not performed or commodities not delivered during the suspension period nor for any additional compensation.

c. Termination.

i. Termination for Convenience. The Customer, by written notice to the Contractor thirty

(30) calendar days in advance, may terminate the Contract in whole or in part when the Customer determines in its sole discretion that it is in the Customer’s interest to do so.

The Contractor shall not furnish any Product after it receives the notice of termination, except as necessary to complete the continued portion of the Contract, if any. The Contractor will not be entitled to recover any cancellation charges or lost profits.

Form PUR 1000 (07/2024) Page 5 of 20 Rule 60A-1.002, F.A.C.

ii. Termination for Cause. The Customer may terminate the Contract if the Contractor fails to (i) deliver the Product within the time specified in the Contract or any extension agreed to by the Customer, (ii) maintain adequate progress, thus endangering the performance of the Contract, (iii) honor any term of the Contract, or (iv) abide by any statutory, regulatory, or licensing requirement. The Customer may, at its sole discretion, (i) immediately terminate the Contract, (ii) notify the Contractor of the deficiency with a Contract requirement and require that the deficiency be corrected within a specified time, otherwise the Contract will terminate at the end of such time, or (iii) take other action deemed appropriate by the Customer. The Contractor shall continue to work on any work not terminated.

Except for defaults of subcontractors at any tier, the Contractor will not be liable for any excess costs if the failure to perform the Contract arises from events completely beyond the control, and without the fault or negligence, of the Contractor. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both the Contractor and the subcontractor, and without the fault or negligence of either, the Contractor will not be liable for any excess costs for failure to perform, unless the subcontracted Products were obtainable from other sources in sufficient time for the Contractor to meet the required delivery schedule. If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Customer. The rights and remedies of the Customer in this clause are in addition to any other rights and remedies provided by law or under the Contract. The Customer shall notify the Department of Management Services of any vendor that has met the grounds for placement of the vendor on the Department of Management Services’ Suspended Vendor List, as required in section 287.1351, F.S.

iii. Termination for Non-Compliance with E-Verify. Pursuant to section 448.095(5)(c)1., F.S., the Customer shall terminate the Contract if it has a good faith belief that the Contractor has knowingly violated section 448.09(1), F.S. Pursuant to section 448.095(5)(c)2., F.S., if the Customer has a good faith belief that a subcontractor knowingly violated section 448.09(1), F.S., the Customer shall promptly notify the Contractor and order the Contractor to immediately terminate the contract with the subcontractor.

iv. Termination Related to Statutory Certifications. At the Customer’s option, the Contract may be terminated if the Contractor is placed on any of the lists referenced in the attached PUR 7801, Vendor Certification Form, or would otherwise be prohibited from entering into or renewing the Contract based on the statutory provisions referenced therein.

v. Termination for Refusing Access to Public Records. In accordance with section

287.058(1)(c), F.S., the Customer may unilaterally terminate the Contract if the Contractor refuses to allow public access to all documents, papers, letters, or other

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material made or received by the Contractor in conjunction with the Contract, unless the records are exempt from Article I, Section 24(a) of the Florida Constitution and section 119.07(1), F.S.

vi. Termination for Non-Appropriation. In accordance with section 287.0582, F.S., the

Customer may terminate the Contract if, in the Customer’s determination, no annual appropriation is provided for the Contract, or the Products provided hereunder, by the Legislature.

5. Performance.

a. Warranty of Ability to Perform. Upon the effective date of the Contract, and each year on the anniversary date of the Contract, the Contractor shall submit to the Customer a completed PUR 7801, Vendor Certification Form. This requirement will not apply to purchases off a term contract, as defined in section 287.012, F.S., unless specifically requested in the Contract by the Customer.

Additionally, the Contractor shall promptly notify the Customer in writing if its ability to perform is compromised in any manner during the term of the Contract (including potential inability to renew the Contract due to section 287.138 or 908.111, F.S.) or if it or its suppliers, subcontractors, or consultants under the Contract are placed on the Suspended Vendor, Convicted Vendor, Discriminatory Vendor, or Antitrust Violator Vendor Lists.

The Contractor shall use commercially reasonable efforts to avoid or minimize any delays in performance and shall inform the Customer of the steps the Contractor is taking or will take to do so, and the projected actual completion (or delivery) time. If the Contractor believes a delay in performance by the Customer has caused or will cause the Contractor to be unable to perform its obligations on time, the Contractor shall promptly so notify the Customer and use commercially reasonable efforts to perform its obligations on time notwithstanding the Customer’s delay.

b. Further Assurances. The parties shall, with reasonable diligence, do all things and provide all reasonable assurances as may be necessary to complete the requirements of the Contact, and each party shall provide such further documents or instruments requested by the other party as may be reasonably necessary or desirable to give effect to the Contract and to carry out its provisions. The Customer is entitled at all times, upon request, to be advised as to the status of work being done by the Contractor and the details thereof.

c. Assignment. The Contractor shall not sell, assign, or transfer any of its rights, duties, or obligations under the Contract without the prior written consent of the Customer.

However, the Contractor may waive its right to receive payment and assign the same upon written notice to the Customer. In the event of any assignment, the Contractor remains secondarily liable for the performance of the Contract, unless the Customer expressly waives such secondary liability in writing. The Customer may assign the Contract with prior written notice to the Contractor of its intent to do so.

d. Employees, Subcontractors, and Agents.

i. Subcontracting. The Contractor is solely responsible for ensuring that any subcontractor(s) utilized perform in accordance with the Contract, and the Contractor

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acknowledges that it will not be released of its contractual obligations to the Customer because of any subcontract. The use of the term “subcontractor” may refer to affiliates, resellers, dealers, distributors, partners, teammates, and all other third parties utilized by the Contractor at any tier under the Contract.

The Contractor shall use only those subcontractors approved by the Customer in writing. Subcontractors named in the Contract will be deemed to be approved by the Customer. For subcontractors proposed after the effective date of the Contract, the Contractor shall submit a written request to the Customer’s Contract Manager specifying (i) the name of the proposed subcontractor; (ii) the services to be performed by the subcontractor; (iii) the time of performance; (iv) the Contractor’s proposed method of subcontractor performance monitoring; (v) certification of subcontractor’s compliance with all legal and contractual requirements related to performance (e.g., licensing, background screening, insurance etc.); (vi) a copy of the subcontract, if requested by the Customer; and (vii) indication of whether the subcontractor is an Office of Supplier Diversity registered Florida-based woman-, veteran-, or minority-owned small businesses. The Customer has the final approval authority of all proposed subcontractors. The Contractor’s use of a subcontractor not approved by the Customer will be considered a material breach of the Contract.

ii. Qualifications and Access. All Contractor employees, subcontractors, or agents performing work under the Contract must be properly trained technicians who meet or exceed any specified training qualifications. Upon request, the Contractor shall furnish a copy of technical certification or other proof of qualification. All Contractor employees, subcontractors, or agents performing work under the Contract shall comply with all Contract terms and controlling laws and regulations relevant to the work being performed. The Customer may either conduct, and the Contractor shall cooperate in, or require the Contractor to conduct, a security background check or otherwise assess any employee, subcontractor, or agent furnished by the Contractor. The Customer may refuse access to, or require replacement of, any employee, subcontractor, or agent for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with the Customer’s security or other requirements. The Customer may reject and bar from any facility for cause any of the Contractor’s employees, subcontractors, or agents.

iii. E-Verify. The Contractor shall comply with section 448.095, F.S., including the obligation to register with and use the U.S. Department of Homeland Security’s (DHS) E-Verify system to verify the work authorization status of all new employees of the Contractor.

iv. Independent Contractor. The Contractor and its employees, agents, representatives, and subcontractors are not employees or agents of the Customer or State and are not entitled to any benefits of Customer or State employees. The parties shall take all actions necessary to ensure that Contractor’s employees, subcontractors, and other agents are not construed as such. Such actions include ensuring that Contractor's employees, subcontractors, and other agents receive benefits and necessary insurance (health, workers' compensations, and unemployment) from an employer other than the Customer or State. Neither the Customer nor the State will be bound by any acts or

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conduct of the Contractor or its employees, subcontractors, or agents. The Contractor shall include this provision in all of its subcontracts under the Contract.

e. Transportation and Delivery. Unless otherwise specified, prices listed in the Contract for commodities include all charges for packing, handling, freight, distribution, and inside delivery. Transportation must be FOB Destination to any point within thirty (30) calendar days after the Customer places an order. The Contractor, within five (5) Business Days after receiving an order, shall notify the Customer of any potential delivery delays.

Evidence of inability to timely deliver or intentional delays will be considered a material breach of the Contract.

f. Packaging. Tangible Products must be securely and properly packed for shipment, storage, and stocking in appropriate, clearly labeled, shipping containers and according to accepted commercial practice, without extra charge for packing materials, cases, or other types of containers. All containers and packaging will become and remain the Customer’s property.

g. Installation. Where installation is required under the Contract, the Contractor shall be responsible for placing and installing the Product in the required locations at no additional charge, unless otherwise specified in the Contract. The Contractor’s authorized Product and price list must clearly and separately identify any additional installation charges. All materials used in the installation must be of good quality and free of defects that would diminish the Product’s appearance or render it structurally or operationally unsound.

Installation includes the furnishing of any equipment, rigging, and materials required to install or replace the Product in the proper location. The Contractor shall protect the site from damage and shall repair damages or injury caused during installation, unless caused by the Customer. If any alteration, dismantling, excavation, etc., is required to achieve installation, the Contractor shall promptly restore the structure or site to its original condition. The Contractor shall perform installation work to cause the least inconvenience and interference with the Customer’s use of the site and with proper consideration of others on site. Upon completion of the installation, the location and surrounding area of work must be left clean and in a neat and unobstructed condition, with everything in satisfactory repair and order.

h. Risk of Loss. Until acceptance, the risk of loss or damage will remain with the

Contractor. The Contractor shall file, process, and collect all damage claims. To assist the Contractor with damage claims, the Customer shall (i) record any evidence of visible damage on all copies of the delivering carrier’s Bill of Lading; (ii) report damages to the carrier and the Contractor; and (iii) provide the Contractor with a copy of the carrier’s Bill of Lading and damage inspection report. If the Customer rejects a Product, the Contractor shall remove it from the premises within ten (10) Business Days after notification of rejection. Upon rejection notification, the risk of loss of a rejected or non-conforming Product will remain with the Contractor. Rejected Product not removed by the Contractor within ten (10) Business Days will be deemed abandoned by the Contractor, and the Customer will have the right to dispose of it as its own property. The Contractor shall reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of a rejected Product.

i. Literature. Upon request, the Contractor shall furnish literature reasonably related to the

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Product offered, including user manuals, price schedules, catalogs, and descriptive brochures.

j. Product Version. The Contract will be deemed to reference a manufacturer’s most recently released model or version of the Product at the time of the order unless the Customer specifically requests in writing an earlier model or version and the Contractor is willing to provide such model or version.

k. Real Property. Pursuant to section 287.05805, F.S., any State funds provided for the purchase of or improvements to real property are contingent upon the Contractor granting to the State a security interest in the property at least to the amount of State funds provided for at least five (5) years from the date of purchase or the completion of the improvements or as further required by law.

l. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). In accordance with section 946.515(6), F.S., if the Contractor is a private contract vendor and if a product or service required for the performance of the Contract is certified by or is available from PRIDE and has been approved in accordance with section 946.515(2), F.S., the following statement applies:

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES

WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS

CONTRACT SHALL BE PURCHASED FROM THE CORPORATION

IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER AND

UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND

(4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM OR

OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS

CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS AGENCY

INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED.

The above clause is not applicable to subcontractors unless otherwise required by law.

Additional information about PRIDE and the products it offers is available at http://www.pride-enterprises.org.

m. Products Available from the Blind or Other Handicapped (RESPECT). In accordance with section 413.036(3), F.S., if the Contractor is a private contract vendor and if a product or service required for the performance of the Contract is on the procurement list established pursuant to section 413.035(2), F.S., the following statement applies:

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT

ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT

SHALL BE PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR

FOR THE SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO

CHAPTER 413, F.S.; IN THE SAME MANNER AND UNDER THE SAME

PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), F.S.; AND FOR

PURPOSES OF THIS CONTRACT, THE PERSON, FIRM OR OTHER BUSINESS

ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE

DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS

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DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE

CONCERNED.

Additional information about the designated nonprofit agency and the products it offers is available at http://www.respectofflorida.org.

n. Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors, or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect suppliers if no alternate source of supply is available to the Contractor.

In case of any delay the Contractor believes is excusable, the Contractor shall notify the Customer in writing of the delay or potential delay and describe the cause of the delay either (i) within ten (10) calendar days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result;

or (ii) if a delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING

WILL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH

RESPECT TO ANY DELAY except if such delay is caused by the fraud, bad faith, or active interference of the Customer. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy, and a rebuttable presumption of prejudice will exist based on Contractor’s untimely notice. The Contractor shall not assert any claim for damages related to such delay. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the Customer for direct, indirect, consequential, impact, or other costs, expenses, or damages, including costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever.

If performance is suspended or delayed, in whole or in part, due to any of the causes described in this subsection 5.n., the Customer may unilaterally (and with no recourse on the part of the Contractor) identify and use an alternate source to complete any work under the Contract as the Customer deems necessary, in its sole discretion. After the causes have ceased to exist, the Contractor shall perform at no increased cost, unless the Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the Customer or State, in which case the Customer may (i) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Customer with respect to Products subjected to allocation; or

(ii) terminate the Contract in whole or in part.

o. Exclusivity. The Contract is not an exclusive license to provide the Products described in the Contract. The Customer may, without limitation and without recourse by the Contractor, contract with other vendors to provide the same or similar Products.

6. Inspection.

a. Inspection at Contractor’s Site. The Customer reserves the right to inspect, at any

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reasonable time with prior notice, the equipment, product, plant or other facilities of the Contractor to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance.

b. Statutory Inspection Rights. If services are to be provided pursuant to the Contract, in accordance with section…