26-SQ-XXXSR,_Solicitation_6.17.26.pdf

RSQ No. 26-SQ-XXXSR Professional Construction Material Testing Services for the County of

Volusia, Florida

DO NOT RESPOND TO THIS SOLICITATION VIA THE VENDOR SELF-SERVICE SYSTEM.

Proposals shall only be accepted until 3:00 p.m. on Thursday, July XX, 2026. Proposals received after this deadline shall not be accepted. Please see section 4.0, Proposal Requirements for additional information on how to submit your proposal.

1.0 PURPOSE & OVERVIEW

The purpose of this request for statement of qualifications (RSQ) is to select the most highly qualified firm(s) to provide the requested services. It is anticipated that multiple firm(s) will be awarded a basic contract to provide the necessary services for a period of three (3) years. Two, one-year renewals may be allowable exercisable at the option of the County as approved by the Volusia County Council and mutually agreed upon by the Consultant.

Authorization for performance of services by the selected firm(s) under the basic contract shall be in the form of written task assignments signed by the firm, executed and issued by the County. Each project shall be negotiated at the time of the development of the scope of work. Each task assignment shall describe the services required, state the commencement and completion date of work and establish the amount and method of payment. The task assignment will be issued under, and incorporate the terms of the basic contract. The County makes no covenant or promise as to the number of available projects or that the firm will perform any project for the County during the life of the basic contract. The basic contract does not authorize the performance of any work or require the County to place orders for work. Expiration of the term of the basic contract will have no effect upon task assignments issued pursuant to the basic contract and prior to the expiration date. Obligations entered therein by both parties shall remain in effect until completion of the work authorized by the task assignment.

RSQ No. 26-SQ-xxxSR

This solicitation is made in accordance with the provisions of Chapter 287.055, Laws of Florida, known as the Consultants’ Competitive Negotiation Act (CCNA).

2.0 SCOPE OF SERVICE

2.1 BACKGROUND AND GENERAL SCOPE OF SERVICE: The County of Volusia is seeking the services of professional engineering consultants to provide engineering analysis, testing services, subsurface drilling and geotechnical engineering services, environmental engineering analysis and other engineering tasks associated with the counties ongoing improvements. The scope of services shall consist of, but not limited to:

• Engineering analysis and opinions required by the County in connection with the design, study, or construction of various projects.

• Environmental analysis and opinions required by the County in connection with the design, study, or construction of various projects.

• Subsurface geotechnical and environmental exploration and analysis as needed by drilling required by the County in connection with the design, study or construction of various projects.

• Testing services and engineering oversight of such service required by the County in connection with the design, study or construction of various projects.

In addition to the services described above and on a more frequent, non-project specific basis, the County will require “on-call” testing services which are defined as those type of tests that are usually performed by testing technicians in the field with limited laboratory support (i.e. compaction, concrete cylinders, asphalt, soil-cement, etc.). On-call services shall be performed by the Testing Engineer at the direct request of the County Representative. Compensation for testing services so ordered shall be on the basis of unit prices.

As applicable to each specific project, the Testing Engineer may be required to:

• Provide all certifications, calculations, drawings, and any other documents required by various government bodies or agencies having jurisdiction over the project.

• Prepare a time scaled diagram (Project Schedule) showing the proposed date of completion of various testing phases and scheduled completion of the testing assignment (project) as applicable.

Submit Project Schedule for County Representative’s review and approval.

• Verify and evaluate technical proposals furnished by the Design Architect/Engineer or construction contractor if requested by the County and provide such amplifications and explanations as may be necessary to clarify the recommendations and findings outlines in the Testing Engineer’s reports.

• Furnish engineering, environmental, geotechnical and other consultation and advice as requested by the County during the construction of a project.

2.2 QUALIFICATIONS/CERTIFICATIONS: The prime consultants and all subconsultants shall have a registered Professional Engineer (P.E.) on staff and shall be professionally licensed in their discipline by the State of Florida.

2.3 EVALUATION METHOD: The County will appoint a committee consisting of department staff to evaluate the proposals and to make recommendation to the County Council. The County will be the sole judge of its own best interests, the proposals, and the resulting contract. The County’s decisions will be final. Award will be made to the proposal, which presents the best value to the County based on the entire evaluation process and all the information gathered. The County may require the short-listed firm

(s) to do an oral presentation or have discussions by proposed team relative to their specific experience on similar projects. The selection process shall be in accordance to CCNA process. Although, each member independently examines the proposals prior to the meeting, the short-listing or selection of the firms is determined by the consensus of the committee at the meeting.

Note: Respondents are prohibited from contacting any of the committee members, other than the Procurement analyst prior to the recommendation of award from the committee.

2.4 EVALUATION CRITERIA: The following criteria will be used in the evaluation of the proposals:

A. Qualifications, experience and project approach:

Professional license, certifications, titles, and accomplishments of staff;

Credentials, qualifications and years experience of the staff for both the prime and sub consultants and key personnel as presented by resumes, education, and training;

Number of years prime and sub consultants worked together;

Experience in providing similar projects per the scope of service;

Overall project approach to support the needs and objectives of the project;

Quality of performance on previous contracts or services;

Sufficiency of the financial resources and ability of the firm to perform the contract or provide the services;

Character, integrity, reputation, judgment, and efficiency of the firm; and

Previous and existing compliance by the firm with laws and ordinance relating to the contract or services.

Note: The County reserves the right to evaluate, prior to making an award, current financial statements and data from the applicants, the ability to comply with required schedule, past record of integrity and record of performance.

B. ASSESSMENT: The committee will evaluate each proposal against the requirements of the solicitation using the following:

Strengths: Those areas in which the proposal exceeds the County’s requirements.

Weaknesses: Those areas where the proposal lacks soundness or effectiveness which could prevent fully successful performance of the contract.

Risk/Deficiencies: Those areas where the proposal fails to meet the County’s requirements.

2.5 QUESTIONS/EXCEPTIONS: It is incumbent upon each respondent to carefully examine this solicitation’s specifications, scope of work/service, and terms and conditions. Questions and exceptions concerning any section of this solicitation and Contract (see Exhibit “A”) shall be submitted in OpenGov. Questions and exceptions shall be submitted and received no later than fourteen (14) days before the closing date. Thereafter, no further questions or exceptions will be accepted or reviewed by the County and respondents’ right to submit questions or exceptions will terminate and any questions or exceptions not previously made shall be deemed waived.

If it becomes necessary for the County to revise or clarify any part of this ITB the solicitation will be updated on the OpenGov platform by one of the following methods: the posting of answers to questions received; the revision of solicitation language/documentation. It is each Bidder’s responsibility to check the OpenGov web site for any posted answers, and/or solicitation changes at https://procurement.opengov.com/portal/volusia. Each Respondent shall ensure that they have reviewed all questions & answers and/or changes to this ITB before submitting their proposal. By submitting a response, Respondents acknowledge that they have reviewed all posted answers, and/or solicitation changes prior to the posted closing date/time.

Answers posted by the County, and/or changes made to the solicitation shall become a material part of this solicitation.

3.0 GENERAL TERMS & CONDITIONS

3.1 Definitions: As used in this RSQ, the following terms shall have the meanings set forth below:

Construction Services: Means all labor, services, and materials provided in connection with the construction, alteration, repair, demolition, reconstruction, or any other improvements to real property.

The term "construction services" does not include Contracts or work performed for the Department of Transportation.

Consultant: The person with education and/or experience which uniquely qualifies him or her to perform a specialized service for the County.

Consultant's services: Those services within the scope of work of this solicitation that are in an advisory nature to support policy development, decision-making, administration, or management of the government; normally provided by persons and/or organizations considered to have prerequisite knowledge or special abilities not generally available in the government.

Contract: The document resulting from this solicitation between the County and the awarded Respondent, including this RSQ, and the awarded Respondent’s response along with any written addenda and other written documents, which are expressly incorporated by reference.

Contractor: That person or entity, including employees, servants, partners, principals, agents and assignees of the person or entity that has submitted a Bid or proposal for the purpose of obtaining business with the County to provide the product and/or services set forth herein.

Contract Administrator: The Director of Purchasing and Contracts or designee shall serve as Contract Administrator. The Contract Administrator shall be responsible for addressing any concerns within the scope of the Contract. Any changes to the resulting Contract shall be done in writing and authorized by the Director of Purchasing and Contracts.

County: Shall mean the County of Volusia (a body corporate and politic and a subdivision of the State of Florida).

County’s Project Manager(s): The Project Manager(s) have responsibility for the day to day administration of the resulting Contract for the County and will be designated prior to award of Contract.

Day: The word “day” means each calendar day or accumulation of calendar days.

https://app.negometrix.com/today

Director: The Director is the Director of Purchasing and Contracts for the County of Volusia.

Person or Persons: An individual, firm, partnership, corporation, association, executor, administrator, trustee or other legal entity, whether singular or plural, masculine or feminine, as the context may require.

Proposal: The document submitted by the Consultant in response to a formal solicitation used to determine if the Consultant is highly qualified.

Protest: See process at www.volusia.org/purchasing.

Respondent: That person or entity, including employees, servants, partners, principals, agents and assignees of the person or entity that submits a proposal for the purpose of obtaining a Contract with the County for the provision of the services requested in the RSQ.

Respondent’s Project Manager: The Project Manager has responsibility for administering this Contract for the Respondent and will be designated prior to execution of the Contract.

Task Assignment: Specific, detailed services or work placed against an awarded and established continuing services Contract memorialized as an Amendment to this Contract by the parties prior to the commencement of such Work or Services by the Consultant.

3.2 PROPOSED SCHEDULE:

TBD Release date for Request For Qualification TBD Final date to receive written questions TBD Closing Date TBD Tentative date for the Evaluation Committee Meeting TBD Tentative date for Presentations by the Short-listed Firms TBD Tentative date for County Council approval of award and contract

3.3 E-Verify. The Consultant covenants and agrees to the following provisions, as required by law:

3.3.1 If and to the extent the Agreement meets the criteria set forth at 48 C.F.R. § 52.222-54(e), the criteria of 48 C.F.R. § 52.222-54 are hereby incorporated by reference into this Agreement as if fully set forth herein.

3.3.2 Consultant and any of Consultant’s SubConsultants shall register with and utilize the U.S.

Department of Homeland Security’s E-Verify system to verify the employment eligibility and work authorization status of all new employees hired by Consultant (or Consultant’s SubConsultants) on or after the effective date of this Agreement and thereafter during the remaining term of the Agreement.

3.3.3 In the event Consultant enters into a subcontract, Consultant shall require, via written contract, the SubConsultant agree to: (i) register with and utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired on or after the effective date of the subcontract and thereafter during the remaining term of the subcontract; and (ii) provide Consultant with an affidavit stating that the SubConsultant does not employ, contract with, or subcontract with an unauthorized alien. Consultant shall maintain a copy of such affidavit for the duration of this Agreement or the subcontract, whichever is longer.

The Consultant shall provide a copy of such affidavit to the County before the SubConsultant begins any work associated with the Agreement. If the County has a good faith belief that a subConsultant knowingly violated the requirements set forth in this Section 3.3 or Sections 448.09(1) or 448.095 of the Florida Statutes, but also has a good faith belief Consultant otherwise complied with this Section 3.3 and applicable law, the County shall promptly notify Consultant and order Consultant to immediately terminate its contract with the SubConsultant. Failure to comply with said order shall constitute a material breach of this Agreement.

3.3.4 If the County has a good faith belief Consultant has knowingly violated, or if Consultant is found to have violated, this Section 3.3; Section 448.09(1), Florida Statutes; Section 448.095, Florida Statutes; or the presidential Executive order and subsequent Federal Acquisition Regulation (FAR) rule requiring federal Consultants to use E-Verify, if applicable, then the following shall be true: (i) such violation shall be a material breach of this Agreement by Consultant; (ii) Consultant shall indemnify, defend, and hold harmless the County from any resulting costs or expenses, including fines or penalties levied by a government agency and the County’s loss or repayment of grant funds; (iii) the County may terminate this Agreement immediately and without penalty and such termination shall not be or be considered a breach of this Agreement;

and (iv) Consultant shall be liable for any additional costs incurred by the County as a result of the termination of the Agreement. Consultant acknowledges and understands that if the County terminates this Agreement in accordance with this Section 3.3, Consultant shall be ineligible for award of a public contract for at least 1 year after the date on which the Agreement was terminated.

3.4 PUBLIC PROPOSAL OPENING:

A. Pursuant to Section 119.071, Florida Statutes, proposals (“responses”) and the completed tabulation will be available for inspection within thirty (30) days of response opening. Contact the Purchasing and Contracts Office during regular business hours to inspect responses and the completed tabulation or, for inspection of the completed tabulation, go to https://vcservices.vcgov.org/bidlistnet1/. The foregoing notwithstanding, if, prior to the County’s making responses available for inspection, the County rejects all responses and concurrently provides notice of the County’s intent to reissue the solicitation, then the County may avail itself of the exemption for rejected responses set forth in Section 119.071(1)(b)(3), Florida Statutes, to the extent such section may apply.

B. In accordance with the American Disabilities Act and Section 286.26, Florida Statutes, persons with disabilities needing a special accommodation to participate in the proceedings, or an interpreter to participate in any proceedings, should contact the County’s ADA Coordinator at 386-248-1760 for assistance, at least two (2) business days before any meeting date.

C. Assisted listening system receivers are available for the hearing impaired, and can be obtained by contacting the County’s ADA Coordinator at 386-248-1760.

D. Read the full ADA Notice under The American with Disabilities Act (Title II), at http://www.volusia.org/core/fileparse.php/4175/urlt/ADANotice.pdf.

E. Read the County of Volusia Grievance Procedure under The Americans with Disabilities Act (Title

II).

3.5 PUBLIC RECORDS LAW: Pursuant to section 119.0701(2)(a), Florida Statutes, the County is required to provide Consultant with this statement:

IF THE CONULTANT HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN

OF PUBLIC RECORDS AT: 386-736-5935, purchasing@volusia.org, by mail at 123 W. Indiana Ave. RM 302, DeLand, FL 32720.

https://vcservices.vcgov.org/bidlistnet1/ http://www.volusia.org/core/fileparse.php/4175/urlt/ADANotice.pdf http://www.volusia.org/core/fileparse.php/4175/urlt/TitleIIGrievanceProcedure.pdf mailto:purchasing@volusia.org

3.5.1 By entering into this Contract, Consultant acknowledges and agrees that any records maintained, generated, received, or kept in connection with, or related to the performance of services provided under, this Contract are public records subject to the public records disclosure requirements of section 119.07(1), Florida Statutes, and Article I, section 24 of the Florida Constitution. Pursuant to section 119.0701, Florida Statutes, any Consultant entering into a contract for services with the County is required to:

A. Keep and maintain public records required by the County to perform the services and work provided pursuant to this Contract.

B. Upon request from the County’s custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise 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 Consultant does not transfer the records to the County.

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

E. Requests to inspect or copy public records relating to the County’s Contract for services must be made directly to the County. If Consultant receives any such request, Consultant shall instruct the requestor to contact the County. If the County does not possess the records requested, the County shall immediately notify the Contractor of such request, and the Consultant must provide the records to the County or otherwise allow the records to be inspected or copied within a reasonable time.

F. Consultant acknowledges that failure to provide the public records to the County within a reasonable time may be subject to penalties under section 119.10, Florida Statutes.

G. Consultant further agrees not to release any records that are statutorily confidential or otherwise exempt from disclosure without first receiving prior written authorization from the County.

3.5.2 Consultant shall indemnify, defend, and hold the County harmless from and against any and all claims, damage awards, and causes of action arising from the Consultant’s failure to comply with the public records disclosure requirements of section 119.07(1), Florida Statutes, or by Consultant’s failure to maintain public records that are exempt or confidential and exempt from the public records disclosure requirements, including, but not limited to, any third party claims or awards for attorney’s fees and costs arising therefrom. Consultant authorizes County to seek declaratory, injunctive, or other appropriate relief against Consultant from a Circuit Court in Volusia County on an expedited basis to enforce the requirements of this section.

3.6 WAIVER: The County of Volusia reserves the right to reject any or all proposals, to waive informalities and to accept all or any part of any proposal as may be deemed to be in the best interest of the County.

3.7 AWARD: The County reserves the right to award the contract to the respondent(s) that the County deems to offer the most responsive and responsible proposal(s), as defined elsewhere in this solicitation.

In addition, the County has the sole discretion and reserves the right to cancel this RSQ, to reject any/all proposals, to waive any/all informalities and/or irregularities, or to re-advertise with either the identical or revised specifications, if it is deemed to be in the best interest of the County to do so. Nothing prohibits the County from rejected/rebidding when responses exceed budget and the County must change the solicitation to lower costs. The County also reserves the right to make multiple awards based on experience and qualifications or to award only a portion of the items and/or services specified, if deemed to be in the County’s best interest.

3.8 COMPLICAN WITH LAWS AND REGULATIONS: The Contractor shall be responsible to know and to apply all applicable federal and state laws, all local laws, ordinances, rules, regulations (including but not limited to the following statutes: Americans with Disabilities Act (ADA),Titles I, II and III of the ADA; Federal Immigration Reform and Control Act of 1986 (as amended); and Title VII of the Civil Rights Act of 1964 (as amended), and all orders and decrees of bodies or tribunals having jurisdiction or authority which in any manner affect the work, or which in any way affect the conduct of the work.

Contractor shall observe and comply with all such laws, ordinances, rules, regulations, orders, and decrees for all work or services performed under this Agreement. The Contractor shall indemnify, defend and hold harmless the County and all its officers, agents, servants, or employees against any liability or claim made against the County arising from or based on the violation of any such law, ordinance, rule, regulation, order, or decree caused or committed by Contractor, its representatives, Subcontractors, sub-consultants, professional associates, agents, servants, or employees.

Pursuant to Section 287.05701, Florida Statues, vendors are hereby notified that:

• The County shall not request documentation of or consider a vendor's social, political, or ideological interests when determining if the vendor is a responsible vendor; and

• The County shall not give preference to a vendor based on the vendor's social, political, or ideological interests.

3.9 INSURANCE REQUIREMENTS: The Consultant shall purchase and maintain at its own expense, during the term of this Contract the types and amounts of insurance with limits no less than those shown on Exhibit B, in the form and from companies satisfactory to the County.

3.10 INDEMNIFICATION, LIMITATION OF LIABILITY AND REMEDIES:

3.10.1 The Contractor shall indemnify and hold harmless the County, including its districts, authorities, separate units of government established by law, ordinance or resolution, partners, elected and non-elected officials, employees, agents, and volunteers, and any party with whom the County has agreed by contract to provide additional insured status from and against all liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Contractor or its subcontractors, agents, employees, or any persons employed or utilized by the Contractor in the performance of the Contractor’s obligations under this Contract.

3.10.2 In all claims against the County or any of its public officials (elected and appointed), successors and successors in interest, officers, agents, attorneys, and employees by any employee of Consultant, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, this indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Consultant, sub-consultant or Sub-subconsultant under workers' compensation acts, disability benefit acts or other employee benefit acts.

3.10.3 Confidential Information and/or Trade Secret do not include the following:

3.10.3.1 Information already known or independently developed the party in possession; or

3.10.3.2 Information in the public domain through no wrongful act of the party in possession;

or

3.10.3.3 Information received by the party in possession from a third party who was free to disclose it; or

3.10.3.4 Information regularly disclosed to third parties without restriction on disclosure; or

3.10.3.5 Information required to be disclosed by law or an order of a court of competent jurisdiction.

3.10.4 Confidential Information and Infringement. If Consultant is licensing, or developing software (including derivative works) for use by the County, Consultant grants County a perpetual, fully-paid, non-assignable, non-exclusive, royalty-free license to use Consultant’s software deliverables developed or licensed under a Contract. Said license includes software owned by Consultant which is furnished under a Contract, for County’s internal use with such use to include the right to modify such deliverable(s) and to create derivative works for such internal use including without limitation the right to use such deliverable(s).

3.10.5 If Consultant is licensing, providing or developing software, including derivative works for use by the County, Consultant agrees to protect and indemnify and hold harmless the County, its agents, elected officials and employees of the County from and against any and all claims, demands, actions, and causes of action which may arise asserting that all or any part of the Consultant licensed applications provided under any software owned by Consultant and licensed to County or provided by Consultant for use thereof by the County, infringes or misappropriates any third party’s United States patent, copyright or any trade secret protected under United States law.

3.10.5.1 In addition to the foregoing indemnification provision, Consultant shall also take the following steps to assure that County can continually use the software which Consultant has directly licensed to County or provided for use thereof by the County in substantially the same manner delivered or subsequently enhanced or modified by:

3.10.5.1.1 Promptly replace the allegedly infringing or misappropriated item or items with compatible, functionally equivalent items which are not alleged to be infringing or misappropriated; or

3.10.5.1.2 Promptly modify the alleged infringing or misappropriated item or items to eliminate the alleged infringement or misappropriation without impairing County's intended use of the Licensed Applications and/or Sublicensed Applications in any manner; or

3.9.5.1.3 Promptly procure the right for the County to continue to use the Licensed Applications and/or Sublicensed Applications without modification; and

3.10.5.1.4 Unless otherwise agreed by the parties, promptly shall mean for the purposes of this Section that the events described herein shall occur in no less than sixty (60) days from the date that notice of the claim is received by Consultant unless otherwise agreed by the Parties.

3.10.6 In the event that Consultant does not enable the County to use that which Consultant has delivered through accomplishing one or more of the alternatives set forth in above within aforementioned time period set forth herein during the term of a Contract, Consultant shall be in material default of a Contract and subject to Termination.

3.10.7 If Consultant is granting a license or develops software for the County under this Contract, it hereby warrants and represents that:

3.10.7.1 Consultant is the sole owner of all right, title, and interest in and to the Consultant licensed software, user manuals and documentation, including all patents, copyrights, copyright rights, trade secrets, trademarks, trade names and all proprietary and intellectual rights and confidential information contained therein, and that it is authorized to enter into a Contract and grant County a perpetual license; and

3.10.7.2 No portion of any licenses or right granted to the County to use Consultant's software pursuant to the terms of the applicable software license contract of Consultant for any work performed under a Contract violates or is protected by right, title, interest or similar right of any third person or entity.

3.10.8 Payment of Consultant’s sub-consultants or Sub-subconsultants. Consultant shall save and hold the County harmless from any and all claims or actions by Consultant’s sub-consultants or Sub-subconsultants for payment of monies such sub-consultant or Sub-subconsultant claims to be owed by Consultant for Work performed under a Contract.

3.10.9 Nothing in a Contract shall create any obligation on the part of the County to pay directly to any sub-consultants or Sub-subconsultants of Consultant any monies due to such sub-consultant or Sub-subconsultant or claims of a sub-consultant or Sub-subconsultants for amounts owed by Consultant to sub-consultant or Sub-subconsultant for Work performed under a Contract.

3.10.10 Sovereign Immunity. The County expressly retains all rights, benefits and immunities of sovereign immunity in accordance with section 768.28, Florida Statutes (as amended).

Notwithstanding anything set forth in any section of this Contract to the contrary, nothing in this Contract shall be deemed as a waiver of immunity or limits of liability of the County beyond any statutory limited waiver of immunity or limits of liability which may have been or may be adopted by the Florida Legislature and the cap on the amount and liability of the County for damages, regardless of the number or nature of claims in tort, equity, or contract, shall not exceed the dollar amount set by the legislature for tort. Nothing in this Contract shall inure to the benefit of any third party for the purpose of allowing any claim against the County, which claim would otherwise be barred under the doctrine of sovereign immunity or by operation of law.

3.10.11 If Consultant should become entitled to claim damages against the County for breach of contract arising from a Contract, County will be liable only for the amount of Consultant’s actual direct damages up to the amount of a Contract that is the subject of the claim. In no event shall either Party be liable to the other for any incidental, indirect, special, punitive or consequential damages even if the Party knew or should have known about the possibility of such damages for violations of any provision of a Contract.

3.11 CONCERNING SUB-CONSULTANTS AND SUB-SUBCONSULTANTS:

3.11.1 Consultant shall not employ any sub-consultant, or Sub-subconsultant other person or organization of against whom the County may have reasonable objection, nor shall Consultant be required to employ any sub-consultant or Sub-subconsultant against whom it has reasonable objection. Consultant shall not make any substitution for any sub-consultant or Sub-subconsultant who has been accepted by the County without the County’s approval.

3.11.2 County's disapproval or requirement of removal or replacement of Consultant ‘s employee or sub-consultant or Sub-subconsultant shall be deemed for lawful reasons if in County’s reasonable judgment, such Consultant‘s employee or sub-consultant or Sub-subconsultant poses a threat or causes harm to the health, welfare, or safety, or morale of the County or its agencies, personnel or property or who fails any drug test administered in connection with a Contract, or who has been convicted of a felony or a misdemeanor involving “moral turpitude” or has been released or dishonorably discharged or separated under conditions other than honorable under other than honorable conditions from any of the Armed Forces of the United States.

3.11.3 Consultant shall be fully responsible for all negligent acts and omissions of its sub-consultant or

Sub-subconsultant and of persons directly or indirectly employed by them and of persons for whose negligent acts any of them may be liable to the same extent that it is responsible for the negligent acts and omissions of persons directly employed by it. Nothing in the Contract Documents shall create any contractual relationship between any sub-consultant or Sub-subconsultant and the County or any obligation on the part of the County to pay or to see to the payment of any moneys due any sub-consultant or Sub-subconsultant, except as may otherwise be required by law. County may furnish to any sub-consultant or Sub-subconsultant to the extent practicable, evidence of amounts paid to Consultant on account of specific work done in accordance with the schedule of values.

3.11.4 Consultant agrees to bind specifically every sub-consultant to the applicable terms and conditions of the Contract Documents and the terms and conditions of Definitions, Order of Precedence, Scope of Work and Local Government Policies of a Contract for the benefit of the County.

3.11.5 The Consultant shall require all sub-consultants or Sub-subconsultants or outside associates employed in connection with the performance of a Contract to comply fully with the terms and conditions of a Contract between the County and the Consultant.

3.11.6 Any sub-consultants or Sub-subconsultants and/or outside associates required by the Consultant in connection with the services covered by the Contract will be limited to such individuals or firms as are specifically identified for the Project assigned under a Contract. Any substitution of such, sub-consultants, Sub-subconsultants or associates will be subject to the prior written approval of the County Project Manager.

3.12 AUTHORIZATION FOR SERVICES:

3.12.1 No Guarantee to Perform Projects. The County makes no covenant or promise as to the number of available Projects, nor that, the Consultant will perform any Project for the County during the life of a continuing services contract. The County reserves the right to contract with other parties for the services contemplated by a Contract as determined in the County’s sole and absolute discretion.

3.12.2 A continuing services contract standing alone does not authorize the performance of any Work or Services to be provided by the Consultant or require the County to place any orders for Work or a Service. Authorization for performance of professional services by the Consultant under a continuing services contract shall be in the form of written Task Assignments issued and executed by the County and signed by the Consultant. Each Task Assignment shall describe the Services required, state the dates for commencement and completion of the Work, and establish the amount and method of payment.

3.12.3 Certifications for Completed Work. Consultant shall sign and seal (hereinafter “Certification”) all completed Work under a Contract or Task Assignment as required as a licensed professional or under Florida law; otherwise, the County Project Manager shall not have the authority to approve completed Work or Services and Consultant shall not be entitled to payment for the Work or Services covered by uncertified Work. In the event the County Project Manager accepts and approves completed Work bearing no such certification by the Consultant, such acceptance and approval shall not relieve Consultant or its sub-consultants or Sub-subconsultants or agents of any liability for any defects, omissions or errors in the Deliverables of completed Work until such work is certified by Consultant.

3.13 TERMINATION:

3.13.1 The performance of Work or Services under a Contract may be terminated by the County in accordance with this clause in whole or from time to time in part, upon at least thirty (30) days prior written notice to Consultant whenever the County shall determine that such termination is in the best interest of the County. Any such termination shall be effected by delivery to the Consultant of a Notice of Termination specifying the extent to which performance of work under a Contract is terminated, and the subsequent date upon which such termination becomes effective.

3.13.2 County may terminate a Contract in whole or part for convenience at will or for non-appropriation of funds by County. Upon receipt of such notification, Consultant shall inform County of the extent to which performance is completed and unless notified in writing by the County otherwise, the Consultant shall take no further steps towards completion of the Project.

Upon payment by County, Consultant shall deliver to County any and all completed Deliverables and Deliverables-in-progress that then exist for the Project. If the County terminates the Project due to the Consultant’s failure to meet a completion deadline as set forth in a Contract, the County may seek the services for the Project from another consultant and no sums shall be due to the Consultant as a result of any work or services that have been performed by the Consultant for the Project.

3.13.3 After receipt of a Notice of Termination as set forth in above, and except as otherwise directed by the County, the Consultant shall:

3.13.3.1 Stop work under a Contract on the date and to the extent specified in the Notice of Termination.

3.13.3.2 Place no further orders or subcontracts for materials, services or facilities, except as may be necessary for completion of such portion of the work under a Contract, as it is not terminated.

3.13.3.3 Terminate all orders and subcontracts pursuant to this Article to the extent that they relate to the performance of Work or Services terminated by the Notice of Termination.

3.13.3.4 Assign to the County, in the manner, at the times and to the extent directed by the County, all of the right, title, and interest of the Consultant under the orders and subcontracts so terminated, in which case the County shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.

3.13.3.5 With the approval of the County and to the extent required by the County, settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts. County's approval of such settlements shall be final for all the purposes of a termination under the Article. In addition, Consultant shall transfer title and deliver to the County, in the manner, at the times, and to the extent, if any, directed by the County:

3.13.3.5.1 The sketches, calculations, reports, models, studies and other Work-in-process, completed Work or Services, supplies, and other materials produced as a part of, or acquired in connection with the performance of the Work or Services terminated by the Notice of Termination; and,

3.13.3.5.2 The completed or partially completed designs, plans, drawings, information, and other property, which, if the Contract has been completed, would have been required to be furnished to the County.

3.13.4 Consultant shall complete performance of such part of the Work or Services as shall not have been terminated by the Notice of Termination.

3.13.5 After receipt of a Notice of Termination, the Consultant shall submit to the County its termination claim, in the form and with a certification as prescribed by the County. Such claim shall be submitted promptly but in no event later than thirty (30) days from the effective date of termination, unless one (1) or more extensions in writing are granted by the County, upon request of the Consultant made in writing within such thirty (30) day period or authorized extension thereof. Upon failure of the Consultant to submit its termination claim within the time allowed, the County may determine on the basis of information available to it, the amount, if any, due to the Consultant by reason of the termination and shall there upon pay to the Consultant the amount so determined.

3.13.6 Subject to the provisions of set forth above, the Consultant and the County may agree upon the whole or any part of the amount or amounts to be paid to the Consultant by reason of the total or partial termination of work pursuant to this Article which amount or amounts may include a reasonable allowance for profit on work done; provided, that such agreed amount or amounts exclusive of settlement costs, shall not exceed the total contract price or Compensation as reduced by the amount of payments otherwise made and as further reduced by the contract price of Compensation for Work not terminated. As such, the Contract shall be amended accordingly and the Consultant shall be paid the agreed amount. Nothing herein, prescribing the amount to be paid to the Consultant in the event of failure of the Consultant and the County to agree upon the whole amount to be paid to the Consultant by reason of the termination of Work or Services pursuant to this clause, shall be deemed to limit, restrict, or otherwise determine or affect the amount or amounts which may be agreed upon to be paid to the Consultant.

3.13.7 In the event of the failure of the Consultant and the County to agree as provided above upon the whole amount to be paid to the Consultant by reason of the termination of work pursuant to this Article, the County shall pay to the Consultant the amounts determined by the County as follows, but without duplication of any amounts already agreed upon by the parties.

3.13.7.1 For completed Work or Services accepted by the County, the price or prices or Compensation specified in the Contract for such work, less any payments previously made.

3.13.7.1.1 Notwithstanding Fixed Fee or Price and Guaranteed Maximum-Not-To- Exceed Compensation the total compensation shall include the total of the following:

3.13.7.1.1.1 The costs incurred by the Consultant in the performance of the Work and Services terminated, including initial costs and preparatory expenses allocable thereto, but exclusive of any costs attributable to the Work and Services paid or to be paid for under hereof;

3.13.7.1.1.2 The cost of settling and paying claims arising out of the termination of Work or Services under subcontracts or orders as provided herein, which are properly chargeable to the terminated portion of the Contract exclusive of amounts paid or payable on account of work or services delivered or furnished by sub-consultants or Sub-subconsultants prior to the effective date of termination, which amounts shall be included in the costs payable herein; and,

3.13.8 A Contract may be terminated by the Consultant if the Consultant provides a minimum of thirty

(30) days written notice to the County’s Director of Purchasing and Contracts. In the event the Consultant breaches any of the terms and conditions of a Contract and after receipt of notice from the County of said breach and time to cure the same the Consultant fails to cure the breach, the County may take over the Work and Services and complete the Work or Services; or otherwise, the Consultant shall be liable to the County for any increased cost of the Project reasonably incurred by the County in the process of completing the Consultant's unfinished Work and Services. As such, County may apply unpaid Compensation due and owing to the Consultant prior to the default as a set off against the costs incurred by the County for taking over such Work or Services.

3.13.9 In the event that there is a partial termination of a Contract by the County or Consultant because of non-appropriation by County, subject to Term of Contract and Contract Price and Compensation, Consultant shall be paid in accordance with terms of this Article, to the date of termination on a prorated basis for any task, milestone, or Deliverable started but not completed which were designated for payment on a payment schedule provided to the County prior to the commencement of work on the task, milestone or Deliverable which is the subject of the partial termination. County’s obligation to pay Consultant under a Contract is limited to the budgeted amount for the fiscal year approved by the Volusia County Council for the then current fiscal year of a Contract and is otherwise limited to legally available non-ad valorem tax revenues.

Consultant shall have no right to compel the Volusia County Council to appropriate funds for any fiscal year to pay the compensation set forth in Contract Price and Compensation. Consultant and County shall be obligated to continue performance under a Contract for the work or services within the Scope of Work or Services under a Contract which is not the subject of the partial termination by non-appropriation.

3.13.10 If termination of a Contract occurs for any reason:

3.13.10.1 The County shall continue to have the unfettered right to use or access any license, designs, plans, or exhibits, any of the Deliverables or work products from tasks or milestones, arising under that Contract and produced pursuant to the Contract Documents for which the County has paid prior to termination of a Contract or for which County makes payment after termination of a Contract.

3.13.11 Except as otherwise provided in a Contract, Consultant shall return to the County all County

Confidential Information in Consultant’s possession and Consultant shall certify in a written document signed by the Consultant that all such information has been returned.

3.13.12 Except as otherwise provided in a Contract, the County shall return to Consultant or destroy all

Consultant’s Confidential Information in the County’s possession (including, without limitation, all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment or other documents or property relating to such Consultant’s Confidential Information and all copies of any of the foregoing (in whatever medium recorded)) and all Third-Party Products in its possession not yet accepted and not yet paid for in full together with all copies of documentation and other material related thereto, and shall certify in a written document signed by the County Project Manager that all such information and material has been returned or destroyed.

3.13.13 For all undisputed outstanding invoices submitted to the County prior to the effective date of the termination and subject to Term of Contract, Contract Price and Compensation, and this Article, the County shall cause payments to be made to Consultant within thirty (30) days of receipt of invoice. Consultant shall invoice the County for any sums Contactor claims to be owed by County under a Contract for work performed from the last invoice to the effective date of termination. County shall review such invoice for payment and County shall pay any undisputed amount within thirty (30) days.

3.13.14 In the event of termination by the County for non-appropriation, for all items or products ordered by Consultant before receipt by Consultant of the Notice of Termination which Consultant could not cancel without imposition of a fee, the County shall cause payments to be made to Consultant within thirty (30) days of receipt of an undisputed invoice for all cancellation, restocking or residual fees resulting from the cancellation or return of third party products ordered from or shipped by the vendor thereof prior to the effective date of the termination.

3.13.15 All provisions of a Contract which imposes or contemplates continuing obligations on a party will survive the expiration or termination of a Contract.

3.14 ASSIGNMENT: Consultant may not assign or otherwise convey Consultant’s rights and/or obligations under this Contract without obtaining County’s prior written consent, which…