Agency Term Contract

ATC-26-027

Sludge Hauling, Treatment, and Disposal

This Contract is between the State of Florida, Department of Corrections (“Department”) and Meeks Plumbing, Inc. (“Contractor”).

WITNESSETH

WHEREAS, the Department and Contractor are collectively referred to herein as "Parties," and individually as a "Party," and capitalized terms have the meaning assigned to them in the Contract, unless otherwise defined herein;

WHEREAS, the Contractor responded to the Department’s Invitation to Bid (ITB), No: FDC ITB- 25-043, Sludge Hauling, Treatment, and Disposal; and

WHEREAS, the Department has accepted the Contractor’s Bid and enters into this Contract in accordance with the terms and conditions of ITB-25-043.

THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

I. Definitions

A. Agency Term Contract (ATC or Contract): A written agreement between the Department and the Contractor that is mandatory for use by the entire Department and under which Purchase Orders (PO) shall be issued.

B. Business Day: Days Monday through Friday, 8:00 a.m. to 5:00 p.m., Eastern Time (ET), excluding State holidays.

C. Contract Administrator: The Department employee, or designee, who serves as liaison between the Contract Manager and the Department, and who will maintain the official Contract Administration file, develop and maintain the Contract and all amendments, and maintain the official records of all formal correspondence between the Department and the Contractor.

D. Contract Manager: The Department employee, or designee, identified as the individual responsible for performance oversight and operational management of the Contract, and serves as the liaison between the Contractor and the Department.

E. Day: A calendar day, unless otherwise noted.

F. Purchasing Card (PCard): The State of Florida’s purchasing card program which utilizes the Visa platform.

G. Sludge/Biosolids/Residuals: A semi-solid slurry, produced as sewage waste from wastewater treatment processes, or as a settled suspension obtained from conventional drinking water treatment and numerous other industrial processes.

II. Scope of Work

The Contractor shall provide the services, commodities, or both, pursuant to this Contract as defined and described in Exhibit B – Contractor’s Pricing.

III. Contract Term

The initial term of this Contract is for three (3) years and shall begin on the last date on which it is signed by all Parties.

IV. Renewal Terms

The Department and the Contractor may renew the Contract in whole or in part, for a renewal term not to exceed three (3) years, or portions thereof, at the renewal pricing specified in the Contractor's original submission, upon mutual agreement of the Parties as set forth in the Contract.

V. Contract

This Contract, together with the following attached documents (Exhibits), sets forth the entire understanding of the Parties and supersedes all prior and contemporaneous agreements, whether written or oral, with respect to such subject matter.

All Exhibits and attachments that accompany this Contract are incorporated in their entirety and form as part of this Contract. The Contract has the following Exhibits:

a) Exhibit A: FDC ITB-25-043 and all Addenda, in reverse order of issuance; and

b) Contractor’s Pricing.

In case of conflict, the documents shall have priority in the order listed:

a) The Agency Term Contract;

b) Exhibit A: FDC ITB-25-043 and all Addenda, in reverse order of issuance; then

c) Contractor’s Pricing.

VI. Amendments

Unless otherwise provided herein, all modifications to this Contract must be in writing and signed by both Parties, except changes to Section VIII. Contract Management. Any future amendments of the Contract, which alter the definition of the services or scope of work, shall define the services or scope in the same format as Exhibit A.

Amendments issued after Contract execution may expressly change the provisions of the Contract. If an amendment expressly alters the Contract, then the most recent amendment will take precedence.

VII. Contract Notices

Unless otherwise required herein, the Parties shall provide all notices required or permitted by this Contract in writing by certified mail (return receipt requested), hand-delivery to the respective Parties, or by other delivery methods by which an original signature is obtained. All notices shall be deemed received on the date of delivery.

Changes to Section VIII., Contract Management, may be delivered by email to the Contractor’s Representative and the Contract Manager. Change notices by email shall be deemed received when they are transmitted and not returned as undelivered or undeliverable.

VIII. Contract Management

The Contract Administrator is:

Bureau of Procurement Florida Department of Corrections 501 S. Calhoun Street, Suite 327 Tallahassee, FL 32399-2500 Telephone: (850) 717-3700

Email: ContractAdmin@fdc.myflorida.com

The Contract Administrator will perform the following functions:

1. Maintain the official Contract Administration file;

2. Write and maintain this Contract and all amendments; and

3. Maintain records of all formal contract correspondence between the Department and the Contractor as provided by the Contract Manager for filing in the Contract Administration file.

The Contract Manager is:

Stasi McKenzie, Operations & Management Consultant Manager Bureau of Business Operations Division of Facilities Management and Building Construction Florida Department of Corrections mailto:ContractAdmin@fdc.myflorida.com

600 S. Calhoun Street Tallahassee, FL 32399-2500 Telephone: (850) 717-3925 Email: stasi.mckenzie@fdc.myflorida.com

The Contract Manager will perform the following functions:

1. Maintain a Contract Management file;

2. Serve as the liaison between the Department and the Contractor;

3. Enforce performance of the Contract terms and conditions;

4. Monitor and evaluate the Contractor’s performance to ensure services conform to the

Contract requirements;

5. Request all amendments, renewals, and terminations of this Contract, and implement management of the Contract change;

6. Exercise applicable remedies, as appropriate, when the Contractor’s performance is deficient; and

7. Evaluate the Contractor’s performance upon completion of this Contract. This evaluation will be placed in the Contract file and will be considered if this Contract is subsequently used as a reference in future procurements.

For each PO issued by the Department, the individual listed as “On Behalf Of” shall serve as a local Contract coordinator, and will perform the following functions:

1. Verify the receipt of deliverables from the Contractor;

2. Review, verify, and approve invoices from the Contractor;

3. Monitor the quality of services and commodities being delivered;

4. Monitor the budget to ensure funds are available through the Contract term; and

5. Serve as the liaison between the Department, Contract Manager, and Contractor’s

Representative relating to quality and delivery.

The Department may appoint a different Contract Administrator or Manager, which will not require an amendment to the Contract, by sending written notice to the Contractor. The Contractor’s Representative shall address all communication relating to the Contract to the Contract Manager.

The Contractor has assigned the following individual to serve as the Contractor’s Representative for this Contract:

Contractor Representative:

Clayton Kyle Meeks, President Meeks Plumbing, Inc.

5555 US Highway 1 Suite 1 mailto:stasi.mckenzie@fdc.myflorida.com

Vero Beach, FL 32967 Telephone: (772) 473-1947 Email: KMeeks@MeeksPlumbing.com

As provided for in Sections VI. and VII., the Department will direct all questions and customer service issues concerning this Contract to the Contractor’s Representative above. It will be the Contractor’s Representative’s responsibility to coordinate with necessary Department personnel, as required, to answer questions and resolve issues.

The Contractor must provide notice to the Contract Manager, as set forth in Section VIII., if a new employee is designated as the Contractor’s Representative for this Contract.

IX. Termination

A. Termination at Will

Either Party may terminate this Contract at will upon no less than 30 Days’ written notice unless a shorter period is mutually agreed upon by both Parties. A Party shall deliver notice by certified mail (return receipt requested), by other delivery methods whereby an original signature is obtained, or in person with proof of delivery.

B. Termination Due to Lack of Funds

If funds to finance the Contract become unavailable, the Department may terminate this Contract upon no less than 24 hours’ written notice to the Contractor. The Department shall deliver notice by certified mail (return receipt requested), email, by other delivery methods whereby an original signature is obtained, or in person with proof of delivery. The Department shall be the final authority as to the availability of funds.

C. Termination for Cause

If a breach of this Contract occurs by the Contractor, the Department may terminate the Contract for cause. The Department may elect to afford, at its exclusive option, an opportunity for the Contractor to cure the breach within 30 Days upon written notice by the Department. Any breach of this Contract still left uncured by the Contractor after the Department has elected to provide 30 Days to cure (remedy) the breach may result in the Department’s termination of this Contract upon 24 hours’ written notice by the Department. If the Department does not elect to allow the Contractor to cure a breach (e.g., instances of egregious Contractor conduct or other Contractor actions which may be harmful to the Department), the Department may immediately terminate this Contract for cause, upon 24 hours’ written notice to the Contractor, as described in this section. Notice shall be delivered by certified mail (return receipt requested), in person with proof of delivery, or by another delivery method whereby an original mailto:KMeeks@MeeksPlumbing.com signature is obtained. If applicable, the Department may employ the default provisions in Section 287.1351, F.S. The provisions herein do not limit the Department’s right to remedies at law or in equity.

D. Termination for Unauthorized Employment

The Contractor’s violation of Section 274A of the Immigration and Nationality Act shall be grounds for unilateral cancellation of this Contract.

E. Termination for Use of Forced Labor

In accordance with Section 287.1346(4)(a)2, F.S., if the Contractor is placed on the Forced Labor Vendor List, the Department may terminate this Contract immediately for cause.

X. Assignment

The Contractor shall not assign its duties or rights under this Contract to another Party without the prior written approval of the Department. The Department shall, at all times, be entitled to assign or transfer its rights, duties, and obligations under this Contract to another governmental agency of the State of Florida upon providing written notice to the Contractor.

XI. Subcontracts

The Contractor may, with the prior written consent of the Department, enter written subcontracts for delivery or performance of services, as indicated in this Contract. No subcontract, into which the Contractor enters for the performance of any of its duties under the Contract, shall in any way relieve the Contractor of any responsibility for the performance of the Contract. All subcontractors, regardless of function, shall comply with the Department’s security requirements, including background checks, and all other Contract requirements. The Department is not authorized to make payments to the subcontractor for services and commodities provided under the Contract.

The Contractor shall make all payments to subcontractors. If the Contractor utilizes a subcontractor, the Contractor shall pay the subcontractor within seven (7) Business Days after any payment is received from the Department, per Section 287.0585, F.S. It is understood, and agreed upon, that the Department shall not be held accountable to any subcontractor for any expenses or liabilities incurred under the subcontract, and that the Contractor is solely responsible to the subcontractor for all expenses and liabilities under the Contract. If the Contractor fails to pay the subcontractor within seven (7) Business Days, the Contractor shall pay the penalty to the subcontractor in the amount of one-half (1/2) of one percent (1%) of the amount due, per Day, from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed 15% of the outstanding balance due.

All subcontracts shall comply with the Department's Procedure 205.002 "Contract Management", and shall include the items noted below:

• Identity of the subcontractor (i.e., company, individual, etc.) that will be performing the subcontracted services;

• Qualifications of the subcontractor;

• License(s) and certification(s) provided by the subcontractor, required to perform the subcontracted services; and

• Include the specific clauses noted below from the Contract between the

Contractor and the Department:

o Cooperation with the Inspector General o Cooperation with the Florida Senate and the Florida House of Representatives o E-Verify o Staff Background/Criminal Records Checks

Additionally, all subcontractor agreements must include a statement from the proposed subcontractor acknowledging acceptance of and intent to be bound by the contract terms included in the contract between the Department and the Contractor.

XII. Price Decreases

The Contractor shall apply to the Department any price decrease effectuated during the Contract term by reason of market change or special sales offered to other customers.

Such a price decrease applies regardless of whether any related equipment is rented or leased by the Department under the Contract. Price increases are rejected, unless otherwise stated. All prices are firm and shall be held for the duration of the Contract term.

Equitable adjustments shall only be considered if they are received and justified in accordance with the PUR 1000.

XIII. Additions/Deletions

During the term of this Contract, the Department reserves the right to add or delete the number of services and commodities, when considered to be in its best interest and general scope of this Contract. Pricing shall be comparable to amounts awarded. Further, the Department reserves the right to add or delete institutions and/or satellite facilities to the list of delivery locations.

XIV. Delivery Services shall be provided within 30 Days of PO issuance, or at the time mutually agreed upon between both Parties as reflected in the PO. Provision of services must be made between 8:30 a.m. to 4:00 p.m., local time, Monday through Friday, excluding State holidays or other official closures, unless otherwise stated herein or on a subsequent PO.

XV. Communications

The Contractor’s communications will be in two (2) forms: routine and formal. For the purposes of the Contract, the following definitions shall apply:

Routine: All normal written communications generated by either party relating to service delivery. Routine communications must be acknowledged or answered within 30 calendar Days of receipt or by the stated deadline.

Formal: Same as informal but more limited in nature and usually reserved for significant issues such as breach of Contract, failure to provide satisfactory performance, assessment of financial consequences, or Contract termination. Formal communications shall also include requests for changes in the scope of the Contract and billing adjustments. Must be acknowledged upon receipt and responded to within seven (7) Days of receipt.

The only personnel authorized to use formal Contract communications are the Department’s Contract Manager, Contract Administrator, and the Contractor’s CEO or Project Manager under the resulting Contract. Designees or other persons authorized to utilize formal contract communications must be agreed upon by both parties and identified in writing within 10 days of execution of the Contract. Notification of any subsequent changes must be provided in writing prior to issuance of any formal communication from the changed designee or authorized representative.

In addition to the personnel named under formal contract communications, personnel authorized to use routine contract communications include any other persons so designated in writing by the parties.

For any urgent administrative problem, the Contractor shall verbally respond to the Contract Manager within two (2) Hours. For any non-urgent administrative problem, the Contractor shall verbally respond to the Contract Manager within two (2) Business Days.

The Contractor shall respond to routine and formal communications by facsimile or email and follow-up with hard copy mail.

XVI. Summary Reports

The Contractor shall provide the Contract Manager a report of all Contract service purchases at the end of each calendar quarter (March, June, September, and December).

These quarterly reports must provide, at minimum, the total number of orders placed during the quarter, total dollar value of orders placed during the quarter, total number of services provided during the quarter, and total dollar value of all services during the Contract term to date.

The Department may, at its sole discretion, develop a format for the Contractor to use in reporting the information above. The Contractor shall utilize any format developed by the Department for this purpose. The Contractor’s failure to provide a quarterly report within 30 Days following the end of a quarter may result in the assessment of financial consequences or termination of the Contract.

XVII. Performance Measures and Financial Consequences

The Contractor will demonstrate its willingness to be held accountable for the achievement of successful Contract performance. The Contractor agrees to the Department’s assessment of financial consequences, which are not intended to be a penalty but to incentivize the Contractor’s performance under the Contract.

The performance measures below list the key expectations most critical to the success of the Contract and the financial consequence the Department will assess if an expectation is not met. If the Contractor is unable to achieve a performance measure expectation because of unforeseen circumstances outside of its control, the Contractor may submit a written request, in advance, to the Contract Manager to waive the assessment of the associated financial consequence. The Contract Manager will then review the request to determine whether mitigating circumstances existed beyond the Contractor’s control. For the Department to approve the request, the Contractor must not have contributed to the failed expectation in any manner. The Department does not waive its ability to assess financial consequences by allowing the delivery of an item(s) or completion of services after the time allowed. Nothing in this section shall limit the Department’s right to pursue other remedies available at law or in equity.

Financial consequences shall not exceed the total Contract amount.

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Performance Measures (PM)

No. Description Expectation Measurement Financial Consequence

PM-001

The Contractor shall respond to each request for

Sludge removal in a timely manner in accordance with the Contract and Department’s

PO.

The Contractor shall respond within 24

Hours to each request for Sludge removal.

Each Sludge haul must be performed to completion at the agreed upon date and time. Each requested service will be logged and track at the respective WWTP.

Per Occurrence

$100 per occurrence, for failure to begin sludge haul by the time allowed by the Contract or

PO; and, an additional $5 shall be assessed each

Hour thereafter (starting on the 25th Hour) until the sludge haul begins.

PM-002

The Contractor shall load and transport Sludge, in accordance with the

Statement of Work.

100% of the Sludge amount requested shall be loaded and hauled, in accordance with the

Statement of Work.

Per Occurrence

$0.50 per gallon or pound of Sludge less than the requested amount per Day after the time allowed by the Contract or

PO.

PM-003

The Contractor shall complete reporting services in a timely manner, in accordance with the Contract and

PO.

The Contractor shall provide any/all pertinent Sludge hauling records, according to the WWTP operating permit, within 14 Days after the Sludge has been removed from the WWTP – to include a list of alternate DEP-approved disposal sites, to be utilized if necessary. In addition, all quarterly and annual reports are to be submitted by the Contract specified month and/or date.

Per Occurrence

$100 per Day after the time allowed by the Contract or

PO.

XVIII. Performance Standards

The Contract Manager shall provide written notice to the Contractor of all financial consequences being assessed, accompanied by documentation in sufficient detail for the justification of assessment. Within 10 Business Days of receipt of the written notice for financial consequences due, the Contractor shall forward payment to the Department.

Payment shall be for the appropriate amount, be made payable to the Department, and be in the form of a cashier’s check or money order.

By execution of any PO, the awarded Contractor acknowledges and agrees that its performance under this Contract shall meet the standards set forth above. Any failure by the awarded Contractor to achieve the performance measures identified above shall result in the assessment of financial consequences. Any such assessment or subsequent payment thereof shall not affect the Contractor’s obligation to provide services as required by this Contract.

Other Conditions

A. Public Records

The Contractor agrees to: (a) keep and maintain public records required by the Department in order to perform the Contract; (b) upon request from the Department’s custodian of public records, provide the Department with a copy of the related records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided or as provided by law; (c) 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 records to the Department upon Contract expiration or termination; and

(d) 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 Contract. 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 records stored electronically must be provided to the Department, upon request from the Department’s custodian of public records, in a format that is compatible with the information technology systems of the Department. Pursuant to Section 287.058(1)(c), F.S., the Department is allowed to unilaterally cancel the Contract for refusal by the Contractor to allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with the Contract, unless the records are exempt from Section 24(a) of Art. I of the State Constitution and Section 119.071, F.S.

If the Contractor has questions regarding the application of Chapter 119, Florida Statutes, to the Contractor’s duty to provide public records relating to this Contract, contact the custodian of public records at:

Florida Department of Corrections ATTN: Public Records Unit 501 South Calhoun Street Tallahassee, Florida 32399-2500 Telephone: (850) 412-2664 Fax: (850) 922-4355 Website: https://floridadoc.govqa.us/WEBAPP/_rs/(S(mxurvk hn004wtw1eymm15f4x))/SupportHome.aspx.

B. Confidentiality

The Contractor shall ensure all staff assigned to this Contract maintain confidentiality with reference to commodities and services in accordance with applicable local, State, and federal laws, rules and regulations. The Department and the Contractor agree that all information and records obtained in the course of providing services under this Contract shall be subject to confidentiality and disclosure provisions of applicable federal and State statutes and regulations adopted pursuant thereto.

The Contractor agrees to keep all Department personnel information (i.e. Department staff telephone numbers, addresses, etc.) strictly confidential and shall not disclose said information to any person or entity, unless released to do so, in writing, by the Department.

C. Disputes

Any dispute concerning the performance of this Contract shall be resolved informally by the Parties. Any dispute that cannot be resolved informally shall be reduced to writing and delivered to the Department’s Chief Financial Officer (CFO), or designee.

https://floridadoc.govqa.us/WEBAPP/_rs/(S(mxurvkhn004wtw1eymm15f4x))/SupportHome.aspx https://floridadoc.govqa.us/WEBAPP/_rs/(S(mxurvkhn004wtw1eymm15f4x))/SupportHome.aspx

The Department’s CFO, or designee, shall decide the dispute, reduce the decision to writing, and deliver a copy to the Contractor’s Representative, the Contract Manager, and the Contract Administrator.

D. Notices

Unless otherwise required herein, the Parties shall provide all notices required or permitted by this Contract in writing, by mail, hand-delivery, or email to the respective Parties. All notices by hand-delivery shall be deemed received on the date of delivery, and all notices by email shall be deemed received when they are transmitted and not returned as undelivered or undeliverable.

E. Prison Rape Elimination Act (PREA)

The Contractor shall comply with the national standards to prevent, detect, and respond to prison rape under the Prison Rape Elimination Act (PREA), Federal Rule 28 C.F.R. Part 115. The Contractor’s employees who will enter the secured perimeter shall also comply with all Department policies and procedures that relate to PREA (see procedure 602.053) and immediately report any suspected/reported PREA violations as advised of and agreed to in the NI1-127 form.

F. Insurance

The Contractor agrees to provide adequate insurance coverage on a comprehensive basis and to hold such insurance at all times during the existence of this Contract.

The Contractor accepts full responsibility for identifying and determining the type(s) and extent of insurance necessary to provide reasonable financial protection for the Contractor and the Department under this Contract. Upon the execution of this Contract, the Contractor shall furnish the Contract Manager written verification of such insurance coverage. Such coverage may be provided by a self-insurance program established and operating under the laws of the State of Florida. The Department reserves the right to require additional insurance where appropriate.

If the Contractor is a State agency or subdivision as defined in Section 768.28, F.S., the Contractor shall furnish the Department, upon request, written verification of liability protection in accordance with Section 768.28, F.S. Nothing herein shall be construed to extend any Party’s liability beyond that provided in Section 768.28, F.S.

G. Independent Contractor Status

The Contractor is an independent contractor in the performance of its duties and responsibilities under this Contract. The Department shall neither have nor exercise any control or direction over the methods by which the Contractor shall perform its work and functions other than as provided herein. This Agreement is not a partnership or a joint venture between the parties.

H. Force Majeure

Neither Party shall be liable for loss or damage suffered as a result of any unforeseeable delay or failure in performance under this Contract or interruption of performance resulting directly or indirectly from acts of God, fire, explosions, earthquakes, floods, water, wind, lightning, civil or military authority, acts of public enemy, war, riots, civil disturbances, insurrections, strikes, or labor disputes.

I. Annual Appropriation

The State’s and the Department’s duty to pay for commodities or services under this Contract is contingent upon an annual appropriation by the Legislature. The costs of services paid under any other contract or from any other source are not eligible for payment under this Contract.

J. Cooperation with Inspector General

In accordance with Section 20.055(5), F.S., the Contractor understands and will comply with its duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing concerning this Contract.

K. Cooperation with the Florida Senate and Florida House of Representatives

In accordance with Section 287.058(7), F.S., the Contractor agrees to disclose any requested information, relevant to the performance of this Contract, to members or staff of the Florida Senate or Florida House of Representatives, as required by the Florida Legislature. The Contractor is strictly prohibited from enforcing any nondisclosure clauses conflictive with this requirement.

L. Scrutinized Companies Contractor Certification

In executing this Contract, the Contractor certifies the following:

1. If a Contract is for goods or services of any amount, the Contractor certifies:

• It is not listed on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, F.S.; and

• It is not currently engaged in a boycott of Israel.

2. If a Contract for goods or services could be at or above $1 million, the Contractor also certifies:

• It is not listed on the Scrutinized Companies with Activities in Sudan List;

• It is not listed on the Scrutinized Companies with Activities in Iran

Terrorism Sectors List; as identified under Section 215.473, F.S.; and

• It does not have business operations in Cuba or Syria, as defined in S e c t i o n 287.135(1)(c), F.S.

3. The Contractor agrees that the Agency can immediately terminate the Contract for cause or disqualify the vendor from further consideration of a contract, if the following is discovered:

• The Co n t r a c t or is found to have submitted a false certification, after providing notice in accordance with Section 287.135(5)(a), F.S.;

• The Contractor is placed on a list created pursuant to Section 215.473, F.S., relating to scrutinized active business operations in Iran; or

• The Contractor is found to have been placed on the Scrutinized Companies that

Boycott Israel List or is engaged in a boycott of Israel.

4. The Contractor understands the following:

In executing this Contract, the Contractor has completed DMS Form PUR 7801 and DMS Form 2024; and understands that pursuant to Section 287.1346, F.S., a Vendor on the Forced Labor Vendor List may not:

• Submit a bid, proposal, or reply on a Contract to provide any commodities to an agency.

• Be awarded a Contract or perform work as a Contractor, supplier, subcontractor, or consultant with an agency for the provision of commodities.

• Transact business for the provision of commodities with any agency.

Additionally, an agency may not accept a bid, proposal, or reply from; award a

Contract to; or transact business pertaining to the provision of commodities with Vendor on the Forced Labor Vendor List, or an entity under the control of such Vendor, for a period of 365 days after the date the Vendor was placed on the list unless the Vendor is removed from the list pursuant to Section 287.1346(5)(d), F.S.

M. PCard Program

The State of Florida has implemented the use of a PCard using the Visa platform.

Upon mutual agreement of the Department and Contractor, the Contractor will receive payments via the PCard in the same manner as other Visa purchases. To find out more about the State’s purchasing card program, a Contractor may visit:

www.dms.myflorida.com.

N. Vendor Ombudsman

A Vendor Ombudsman has been established within the Florida Department of Financial Services. The duties of this office include acting as an advocate for Vendors who may be experiencing problems in obtaining timely payment(s) from a State agency. The Vendor Ombudsman may be contacted by calling the Florida Department of Financial Services’ at (850) 413-5516 or toll-free at 800-342-2762.

O. Payment and Invoicing

Pricing for the Contract will be at a fixed rate. The Department will compensate the Contractor for the delivery of commodities and/or services. All charges must be billed in arrears, in accordance with Section 215.422, F.S. The Contractor must include any and all supporting documentation, as well as its name, mailing address, tax identification (ID) number/FEIN, PO number, items provided, and the quantity of items.

P. State Licensing Requirements

As applicable, all entities defined under Chapter 607, 617, or 620, F.S., seeking to do business with the Department shall be on file and in good standing with the Florida Department of State, or provide certification of exemption from this requirement.

Q. MyFloridaMarketPlace (MFMP) Registration/ Ariba on Demand (AOD)

Each Contractor, as defined in Section 287.012, F.S., doing business with the State of

Florida shall maintain an active registration in MFMP/AOD unless exempted under Rule 60A-1.033, F.A.C. Registration can be completed at http://vendor.myfloridamarketplace.com.

For assistance with registration, Contractors may contact the MFMP/AOD Customer Service Desk at contractorhelp@myfloridamarketplace.com or (866) 352-3776.

Pursuant to Section 287.057(24), F.S., all Contractor payments could be assessed a Transaction Fee unless a qualifying exception exists pursuant to Rule 60A- 1.031,F.A.C. and the Department has determined that payments made under this http://www.dms.myflorida.com/ mailto:contractorhelp@myfloridamarketplace.com

Contract are excepted from this Transaction Fee pursuant to Chapter 60A-1.031, F.A.C.

R. Substitute W-9

The Florida Department of Financial Services requires all Contractors to complete a Substitute Form W-9 electronically at https://flVendor.myfloridacfo.com/casappsp/cw9hsign.htm.

A list of frequently asked questions and related answers regarding this requirement can be found at https://flVendor.myfloridacfo.com/W-9%20faqs.pdf. Contractors requiring additional assistance may contact the Florida Department of Financial Services at 850- 413-5519 or electronicsubstituteW-9@myfloridacfo.com.

S. E-Verify

Every public employer, Contractor, and subcontractor shall register with and use the E-

Verify system, https://www.e-verify.gov/employers, to verify the work authorization status of all newly hired employees.

1. The Contractor understands that a public agency must require that any Contractor or subcontractor registers with and uses the E-Verify system to verify the work authorization status of all new employees of the Contractor or subcontractor in accordance with Section 448.095(5), F.S.

2. The Contractor understands that it shall be unlawful for any person knowingly to employ, hire, recruit, or refer, either for herself or himself or on behalf of another, for private or public employment within the state, an alien who is not duly authorized to work by the immigration laws or the Attorney General of the United States, in accordance with Section 448.09, F.S.

3. The Contractor has provided proof of its E-verify prior to Contract execution.

4. The primary Contractor understands that it must request and maintain an affidavit for all subcontractors stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien.

The primary Contractor certifies that it will provide subcontractor affidavit(s) to the Department at any time the Department requests.

T. Copyrights, Right to Data, Patents, and Royalties

Where the activities supported by this Contract produce original writing, sound recordings, pictorial reproductions, drawings, other graphic representation, and/or works of any similar nature, the Department has the right to use, duplicate and disclose https://flvendor.myfloridacfo.com/casappsp/cw9hsign.htm https://flvendor.myfloridacfo.com/W-9%20faqs.pdf mailto:electronicsubstituteW-9@myfloridacfo.com http://www.e-verify.gov/employers such materials, in whole or in part, in any manner, for any purpose whatsoever, and to have others acting on behalf of the Department to do so also. If the materials so developed are subject to copyright, trademark, patent, legal title, then every right, interest, claim or demands of any kind, in and to any patent, trademark or copyright, or application for the same, will vest in the State of Florida, Department of State for the exclusive use and benefit of the State. Under Section 286.021, F.S., no person, firm or corporation, including parties to the Contract, shall be entitled to use the copyright, patent, or trademark without the prior written consent of the Department of State.

The Department shall have unlimited rights to use, disclose or duplicate, for any purpose whatsoever, all information and data developed, derived, documented, or furnished by the Contractor. All computer programs and other documentation produced as part of the Contract shall become the exclusive property of the State of Florida, Department of State, except for data processing software developed by the Department pursuant to Section 119.084, F.S., and may not be copied or removed by any employee of the Contractor without express written permission of the Department.

The Contractor, without exception, shall indemnify and save harmless the Department, and its employees, from liability of any nature or kinds, including costs and expenses, for, or on account of, any copyrighted, patented, or unpatented invention, process, or article, manufactured, or supplied, by the Contractor, or is based solely and exclusively upon the Department’s alteration of the article. The Department will provide prompt written notification of a claim regarding copyright or patent infringement and will afford the Contractor full opportunity to defend the action and control the defense of such claim.

Further, if such a claim is made, or is pending, the Contractor may, at its option and expense, procure for the Department the right to continue the use of, replace, or modify the article to render it non-infringing. (If none of the alternatives are reasonably available, the Department agrees to return the article to the Contractor upon its request and receive reimbursement, fees, and costs, if any, as may be determined by a court of competent jurisdiction.) If the Contractor uses any design, device, or material(s) covered by letter, patent or copyright, it is mutually agreed and understood, without exceptions, that the Contract prices shall include all royalties or costs arising from the use of such design, device, or materials in any way involved in the work to be performed hereunder.

U. Severability

The invalidity or unenforceability of any particular provision shall not affect the other provisions hereof and shall be construed in all respects as if such invalid or unenforceable provision was omitted, so long as the material purposes can still be determined and effectuated.

V. Use of Funds for Lobbying Prohibited

The Contractor agrees to comply with the provisions of Section 216.347, F.S., which prohibits the expenditure of State funds to lobby the Legislature, Judicial branch of government, or a State agency.

W. Employment of Department Personnel

The Contractor shall not knowingly engage, employ, or utilize, on a full-time, part- time, or another basis, any current or former employee of the Department, during the period of the Contract, where such employment conflicts with Section 112.3185, F.S.

X. Tax Exemption

The Department agrees to pay for commodities and/or services according to the conditions of the Contract. The State of Florida does not pay federal excise taxes or the sales tax on direct purchases of commodities or services, and pricing shall not include those taxes.

Y. Foreign Countries of Concern

1. The Contractor understands that in completing the requirements of this Contract that it will have access to personal identifying information as “personal information” is defined in Section 501.171, F.S.; and

2. The Contractor certifies by its signature that it has provided the Department a completed DMS Form PUR 1355.

Z. Foreign Gifts Contracts

In executing this Contract, the Contractor certifies the following:

1. The Contractor has made all required disclosures in accordance with Section 286.101(3), F.S.;

2. If applicable, the Contractor has provided a list to the Department, prior to execution of this Contract, of previous disclosures that were made subject to the requirements of

Section 286.101(3), F.S.; and

3. The Contractor understands that it is a continuing requirement of this Contract to make disclosures in accordance with Section 286.101, F.S.

AA. Convicted Vendor List

In executing this Contract, the Contractor understands that pursuant to Section 287.133, F.S., a person or affiliate who has been placed on the Convicted Vendor List following a conviction for a public entity crime may not perform work as a Contractor, supplier, subcontractor, or consultant under a Contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, F.S. for CATEGORY TWO for a period of 36 months following the date of being placed on the Convicted Vendor List.

BB. Discriminatory Vendor List

In executing this Contract, the Contractor understands that pursuant to Section 287.134, F.S., an entity or affiliate who has been placed on the Discriminatory Vendor List may not perform work as a Contractor, supplier, subcontractor, or consultant under a Contract with any public entity; and may not transact business with any public entity.

CC. Antitrust Violator Vendor List

In executing this Contract, the Contractor understands that pursuant to Section 287.137, F.S., a person or an affiliate who has been placed on the Antitrust Violator Vendor List following a conviction or being held civilly liable for an antitrust violation may not perform work as a Contractor, supplier, subcontractor, or consultant under a new Contract with a public entity; and may not transact new business with a public entity.

DD. Suspended Vendor List

In executing this Contract, the Contractor understands that pursuant to Section 287.1351, F.S., a Vendor placed on the Suspended Vendor List may not provide any goods or services to an agency after its placement on the Suspended Vendor List until such Vendor has been removed from the Suspended Vendor List and returned to the Vendor list maintained by the Department pursuant to Section 287.042(1)(a) and (b), F.S.

EE. Forced Labor Vendor List

Contractor should carefully review Section 287.1346, F.S., regarding the Forced Labor

Vendor List. In short, the Vendor understands that pursuant to Section 287.1346, F.S., a Vendor placed on the Forced Labor Vendor List may not submit a bid, proposal, or

Sludge Hauling, Treatment and Disposal Services

FDC ITB-25-043

Lorena Hoskins, Procurement Officer Florida Department of Corrections 501 S. Calhoun Street Tallahassee, FL 32399

EXHIBIT A

Invitation to Bid (ITB)

Table of Contents SECTION 1: Definitions

SECTION 2: Introduction…………………………………………………………………………………….…….…….6

2.1 Overview

2.2 ITB Timeline

SECTION 3: Key Information

3.1 Background

3.2 Statement of Purpose

3.3 ITB Outcome

SECTION 4: Statement of Work

4.1 Specifications

4.2 Commencement of Services………………………………………………………………………………… 12

4.3 Performance Measures and Financial Consequences

SECTION 5: Bid Process and Vendor Information

5.1 General Instructions

5.2 Non-Mandatory Pre-Bid Conference.………………………………………………………………………..14

5.3 Vendor Questions

5.4 Vendor Ombudsman

5.5 Bid Submissions

5.6 Other Vendor Requirements

5.7 Public Bid Opening

5.8 Bid Evaluation

5.9 No Prior Participation or Conflict of Interest……………..……………………………………………….19

5.10 Protest Procedures…………………………………………………………………………………………….20

SECTION 6: Other Terms and Conditions

6.1 Vendor Development

6.2 Environmental Considerations

6.3 Intellectual Property

6.4 Insurance

6.5 PCard Payments

6.6 Special Conditions

6.7 Independent Contractor Status ………………………………………………………………………………26

6.8 Assignment ……………………………………………………………………………………………………….26

6.9 Use of Funds for Lobbying Prohibited……………………………………………………………………….26

6.10 Reservation of Rights …………………………………………………………………………………………..26

6.11 Convicted Felons ………………………………………………………………………………………………..26

6.12 Taxes..……………………………………………………………………………………………………………...26

6.13 Safety Standard ...…………

6.14 Conflict of Law and Controlling Provisions

6.15 Termination

6.16 Indemnification

6.17 Audit Records

6.18 Americans with Disabilities Act

6.19 Prison Rehabilitative Industries and Diversified Enterprises(PRIDE)

6.20 Products Available from the Blind or Other Handicapped (RESPECT)

Attachment I - Price Sheet ……………………………………………………………………………………..….30

Attachment II - Vendor's Contact Information and Certification…………………………………………

Attachment III - Certification of Drug-Free Workplace Program…….……………….……………………… 34

Attachment IV - Security Requirements for Contractors ………..……………………………..……………..35

Attachment V - Foreign Country of Concern Attestation…………………………………………..……..…. 38 Attachment VI - Vendor Certification Form………………………………………………………………………39 Attachment VII - Forced Labor Vendor Attestation…….…………………………………………………… Attachment VIII - Pass/Fail Requirement Certification and Non-Collusion Certification……………….…42 Attachment IX - Subcontracting Form ..………….……………………………………………………………….46

[Remainder of Page Left Blank Intentionally]

SECTION 1: Definitions The terms used in this ITB, unless the context otherwise clearly requires a different construction and interpretation, have the following meanings:

1.1 Agency Term Contract (ATC or Contract): The written Contract between the Department and the successful Vendor, which results from this ITB and is mandatory for use by the entire Department.

1.2 Bid: A Vendor’s response to this ITB.

1.3 Business Day: Days Monday through Friday, excluding State holidays or other official closures.

1.4 Business Hour: Monday through Friday from 8:00 a.m. to 5:00 p.m., Eastern Standard Time (E.T.), excluding State holidays or other official closures, unless otherwise stated in this ITB or resulting Contract.

1.5 Contract Manager: The Department employee, or designee, who will serve as a liaison between the Vendor and Department under the Contract, and will monitor the Contractor’s progress and Contract performance to ensure the procured products and services conform to the Contract’s requirements.

1.6 Contractor: The successful Vendor who, upon finalization of the solicitation process, enters into a Purchase Order (PO) with the Department to provide services sought.

1.7 Correctional Institution: A facility or institution, work camp, community release center, or reentry center for incarcerated inmates under the supervision and control of the Department.

1.8 Day: A calendar day, unless otherwise noted.

1.9 Department or FDC: The Florida Department of Corrections.

1.10 Hour(s): Includes Business Hours and non-business hours.

1.11 Material Deviation(s): A deviation from the requirements and specifications herein, which, in the Department’s sole discretion, is not in substantial accord with the requirements and specifications, provides a significant competitive advantage to one Vendor over other Vendors, has a potentially significant effect on the quantity or quality of items bid, or on the cost to the Department.

1.12 Minor Irregularity: A variation from the requirements and specifications herein that does not give the Vendor a significant competitive advantage or benefit not enjoyed by other Vendors, and does not adversely impact the Department’s interests.

1.13 Purchasing Card (PCard): The State of Florida’s purchasing card program that utilizes the Visa platform.

1.14 Purchase Order (PO): The form or format which the Department utilizes through MFMP/AOD to make a purchase under a Contract.

1.15 Responsible Vendor: A Vendor who has the capability in all respects to fully perform the Contract requirements and the integrity and reliability that will assure good faith performance.

1.16 Responsive Bid: A Bid, submitted by a Responsible Vendor, which conforms to all material aspects of this ITB.

1.17 Sludge/Biosolids/Residuals: A semi-solid slurry, produced as sewage waste from wastewater treatment processes, or as a settled suspension obtained from conventional drinking water treatment and numerous other industrial processes

1.18 Specifications: The detailed conditions and requirements of the ITB, and resulting Contract, including technical specifications, and other descriptions of the work, as set forth in the ITB documents.

1.19 State: State of Florida.

1.20 Subcontract: An agreement between the Vendor and any other person or organization wherein that person or organization agrees to perform any requirement(s) for the Vendor, specifically related to securing or fulfilling the Vendor’s obligations to the Department under the terms of any Contract which may result from this ITB.

1.21 Subcontractor: An individual, firm, or corporation that holds a Contract with the Contractor or any other Subcontractor to perform any obligation or duty on behalf of the Vendor, specifically related to securing or fulfilling the Vendor’s obligations to the Department under the terms of the Contract resulting from this ITB.

1.22 Vendor: A legally qualified corporation, partnership, or other business entity submitting a Bid to the Department in response to this ITB.

SECTION 2: Introduction

2.1 Overview

The Department has the need to contract services to remove Sludge at…