Automotive_Parts_and_Supplies_(Addendum_#3_Revision).pdf

For more information, please visit our online supplier portal, located at https://procurement.opengov.com/portal/flaglercounty

County of Flagler

INVITATION FOR BID

26-ITB-016

AUTOMOTIVE PARTS AND SUPPLIES

RELEASE DATE: June 9, 2026

RESPONSE DEADLINE: July 1, 2026, 2:00 pm

Please refer to the project timeline in this document for all important deadlines.

Invitation For Bid #26-ITB-016 Title: Automotive Parts and Supplies

Table Of Contents

1. Introduction

2. General Terms and Conditions

3. Special Terms and Conditions

4. Insurance Requirements

5. Scope of Work

6. Pricing Proposal

7. Vendor Questionnaire

8. Definitions

9. Attachments/Exhibits

Attachments:

A - PO-Standard-Terms-Conditions

B - Bidder's Certification

C - Drug Free Workplace

D - Flagler Hold Harmless Agreement

E - Prohibition Against Contigent Fees

F - Flagler Human Trafficking Attestation

G - References Form

1. Introduction

1.1. Summary

Flagler County is soliciting competitive sealed bids from qualified and experienced vendors to provide automotive parts, equipment parts, chemicals, and maintenance supplies necessary to support the County’s full fleet of vehicles and equipment. This ITB aims to establish a reliable, cost-effective source for OEM-quality or better components that meet or exceed manufacturer specifications, ensuring operational readiness for light-duty vehicles, heavy equipment, and small-engine machinery. The awarded vendor(s) will be responsible for furnishing all related materials and services, including timely delivery to designated County locations, support for returns and warranty requirements, and adherence to all specifications outlined in the Scope of

Work.

1.2. Contact Information

Kelly Bowman

Senior Procurement Coordinator

1769 E Moody Blvd, Bldg 2

Bunnell, FL 32110

Email: kbowman@flaglercounty.gov

Phone: (386) 313-4096

Department:

Fleet Services

Department Head:

Mike Dickson

Director

1.3. Timeline

Release Solicitation Date June 9, 2026

Question Submission Deadline June 19, 2026, 5:00pm

Proposal Submission Deadline and Bid

Opening

July 1, 2026, 2:00pm mailto:kbowman@flaglercounty.gov tel:(386)313-4096

Solicitation Opening Date/Time (Non-

Mandatory)

July 1, 2026, 2:00pm

3rd Floor Financial Services Conference Room

1769 East Moody Blvd Bldg. 2

Bunnell, FL 32110

Microsoft Teams meeting

Join on your computer, mobile app or room device https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting

Meeting ID: 246 309 211 667 817

Passcode: k3rm7LD2 https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting

2. General Terms and Conditions

2.1. Instructions to Bidders

To receive consideration, entities who submit a response to this Invitation for Bid (Bidders) must meet the minimum qualification requirements and comply with the following: Bid responses (Bids) will be accepted from single business entities, joint ventures, partnerships or corporations.

2.2. Submission of Offers

The Flagler County Board of County Commissioners (“Flagler County” or “County”) are requesting proposals for the service and/or product(s) detailed within this solicitation. If your company is interested in submitting a proposal to provide this service and/or product(s), please provide the requested information in this solicitation, complete the included forms, and submit these documents with your response through OpenGov

Procurement, at https://procurement.opengov.com/portal/flaglercounty by the date and time posted. The submission of responses prior to the specified date and time is solely and strictly the responsibility of the

Vendor. Responses received after the posted date and time will not be considered. Additional information may be submitted with the response. No offer may be modified after acceptance. Terms and conditions differing from those in this solicitation may be cause for disqualification of the Response. Failure to provide the required information may result in the Response not being considered.

Do not submit confidential information, proprietary information and/or trade secrets.

2.3. Purchase Order Terms and Conditions

The County's general terms and conditions for Purchase Orders included as an exhibit with this Invitation to

Bid (ITB) shall apply unless otherwise noted.

2.4. Compliance with Ordinances, Regulations, and Laws

The County reserves the right to require proof that the Vendor is an established business and is abiding by all applicable local, State, and Federal ordinances, regulations, and laws. This may include, but is not limited to, business tax receipts, business licenses, Florida sales tax registration, Federal Employers Identification

Number, and/or registration with the Florida Department of State, Division of Corporations' Sunbiz website at www.sunbiz.org.

2.5. Agreement Cancellation

1. The County reserves the right to cancel any Agreement resulting from this Invitation to Bid (ITB) without cause with a minimum thirty (30) day written notice to the Vendor.

2. The Vendor may cancel the Agreement resulting from this Invitation to Bid (ITB) without cause with a minimum thirty (90) days written notice to the County.

2.6. Vendor's Responsibility

https://www.sunbiz.org/

The Vendor, by submitting a Response, represents that:

1. The Vendor has read and understands the Solicitation in its entirety and that the Response is made in accordance therewith;

2. The Vendor possesses the capabilities, resources, and personnel necessary to provide efficient and successful service to the County;

3. The Vendor has made all investigations and examinations necessary to ascertain site and/or local conditions and requirements affecting the full performance of the contract and to verify any representations made by Flagler County, Florida, upon which the Vendor will rely. If the Vendor receives an award because of its Response, failure to have made such investigations and examinations will in no way relieve the Vendor from its obligations to comply in every detail with all provisions and requirements of the contract, nor will a plea of ignorance of such conditions and requirements be accepted as a basis for any claim by the Vendor for additional compensation or relief; and,

4. The Vendor will be held responsible for any and all discrepancies, errors, etc., in discounts or rebates which are discovered during the Agreement term or up to and including three (3) fiscal years following the County’s annual audit.

2.7. Execution of Offer

Offer shall contain a signature in the space(s) provided of a representative authorized to legally bind the

Vendor to the provisions therein. All spaces requesting information from the Vendor or asking a question of the Vendor shall be completed.

2.8. Opening

Pursuant to Section 119.071, Florida Statutes, responses and the completed tabulation will be available for inspection within thirty (30) days of Solicitation opening. Contact the Office of Procurement and Contracts during regular business hours to inspect responses and the completed tabulation or go to the County's eProcurement Portal for inspection of the completed tabulation. The foregoing notwithstanding, if, prior to the County 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, Florida Statutes, to the extent such Section may apply.

Solicitation openings and public meetings may be attended either in person or remotely. Solicitation openings may be accessed remotely as described in the introduction timeline section of this Solicitation.

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 Office of Procurement and Contracts at (386) 313-4008 two (2) business days before any meeting date.

2.9. Public Records Law

Pursuant to section 119.0701(2)(a), Florida Statutes, the County is required to provide Vendor with this statement and establish the following requirements as contractual obligations pursuant to the Contract:

IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S

DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 386-

313-4001, PUBLICRECORDS@FLAGLERCOUNTY.GOV, BY MAIL, FLAGLER COUNTY BOARD OF COUNTY COMMISSIONERS, OFFICE OF PROCUREMENT AND CONTRACTS , ATTN: ADMINISTRATION, 1769 E. MOODY BLVD, BLDG. 2, BUNNELL, FL 32110.

By entering into this Contract, Vendor 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 Vendor entering into a contract for services with the County is required to:

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

2. 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.

3. 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 or termination of the Contract if the Vendor does not transfer the records to the County.

4. Upon completion or termination of the Contract, transfer, at no cost, to the County all public records in the possession of the Vendor or keep and maintain public records required by the

County to perform the service. If the Contractor transfers all public records to the County upon completion or termination of the Contract, the Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the

Vendor keeps and maintains public records upon completion or termination of the Contract, the

Vendor 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.

Requests to inspect or copy public records relating to the County’s Contract for services must be made directly to the County. If Vendor receives any such request, Vendor shall instruct the requestor to contact the County.

If the County does not possess the records requested, the County shall immediately notify the Vendor of such request, and the Vendor must provide the records to the County or otherwise allow the records to be inspected or copied within a reasonable time.

Vendor 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. Vendor 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. Vendor shall indemnify, defend, and hold the County harmless for and against any and all claims, damage awards, and causes of action arising from the Vendor's failure to comply with the public records disclosure requirements of section 119.07(1), Florida Statutes, or by Vendor'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. Vendor authorizes County to seek declaratory, injunctive, or other appropriate relief against

Vendor from a Circuit Court in Flagler County on an expedited basis to enforce the requirements of this section.

2.10. Confidential Information and Infringement

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

1. Information already known or independently developed the party in possession; or

2. Information in the public domain through no wrongful act of the party in possession; or

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

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

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

B. Confidential Information and Infringement. If Vendor is licensing or developing software (including derivative works) for use by the County, Vendor grants County a perpetual, fully paid, non-assignable, non-exclusive, royalty-free license to use Vendor's software deliverables developed or licensed under a

Contract. Said license includes software owned by Vendor, 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).

C. If Vendor is licensing, providing, or developing software including derivative works for use by the

County, Vendor 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 Vendor licensed applications provided under any software owned by Vendor and licensed to County or provided by Vendor 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.

1. In addition to the foregoing indemnification provision, Vendor shall also take the following steps to assure that County can continually use the software which Vendor 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:

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

b. Promptly modifying 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

c. Promptly procuring the right for the County to continue to use the Licensed Applications and/or

Sublicensed Applications without modification; and

d. 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 Vendor unless otherwise agreed by the Parties.

D. In the event that Vendor does not enable the County to use that which Contractor 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 the contract, Vendor shall be in material default of said contract and subject to Termination.

E. If Vendor is granting a license or develops software for the County under this contract, it hereby warrants and represents that:

1. Vendor is the sole owner of all right, title, and interest in and to the Vendor 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

2. No portion of any licenses or right granted to the County to use Vendor's software pursuant to the terms of the applicable software license contract of Vendor for any work performed under a

Contract violates or is protected by right, title, interest or similar right of any third person or entity.

2.11. Clarification, Correction of Entry, Minor Irregularities

The Flagler County Board of County Commissioners reserves the right to allow for the clarification of questionable entries and the correction of obvious mistakes. The County reserves the right to waive minor irregularities in Responses, providing such action is in the best interest of the County. Minor irregularities are defined as those that have no adverse effect on the County’s best interests and will not affect the outcome of the selection process by giving the Vendor an advantage or benefit not enjoyed by other Vendors.

2.12. Revisions, Addenda, Questions & Answers

1. It is incumbent upon each Vendor to carefully examine the specifications, scope of work/service, terms, and conditions of this Solicitation. The posting of answers through the

County's eProcurement Portal is the only official method by which interpretation, clarification, or additional information can be given. Questions and exceptions concerning any Section of this

Solicitation shall be directed through the question-and-answer section of the County's eProcurement Portal.

2. If it becomes necessary for the County to revise or clarify any part of this Solicitation it will be updated on the County's eProcurement Portal by the posting of answers to questions received and/or the revision of solicitation language/documentation. It is each Vendor's responsibility to check the County's eProcurement Portal for any posted answers, and/or solicitation changes. Each

Vendor shall ensure that they have reviewed all questions & answers and/or changes to this

Solicitation before submitting their Response. By submitting a response, Vendors acknowledge that they have reviewed all posted answers, and/or solicitation changes prior to the posted closing date and time.

3. Each answer issued by the County shall become a material part of this Solicitation. Answers posted by the County and/or changes made to the Solicitation are authoritative and shall be considered an addendum to the Solicitation.

4. All information in this Solicitation, including information provided through the Question & Answer feature, are incorporated into the Solicitation and/or any Contract resulting from this Solicitation.

5. Questions and exceptions shall be submitted before 5:00 pm on Friday, June 19, 2026. Thereafter, no further questions or exceptions will be accepted or reviewed by the County and Vendor's right to submit questions or exceptions will terminate and any questions or exceptions not previously made shall be deemed waived. Oral representations will not be binding on the County.

2.13. Incurred Expenses

The County has no obligation to make an award as a result of this Solicitation, nor shall the County be responsible for any cost or expense which may be incurred by any Vendor in preparing and submitting a

Response, or any cost or expense incurred by any Vendor prior to the execution of a Purchase Order or

Contract.

2.14. Disadvantaged Businesses

https://procurement.opengov.com/portal/flaglercounty https://procurement.opengov.com/portal/flaglercounty

The Flagler County Board of County Commissioners has adopted policies which assure and encourage the full participation of Minority Business Enterprises (MBE), Women-owned Business Enterprises (WBE), and

Veteran-owned Business Enterprises (VBE) in the provision of goods and services. The County encourages joint ventures with these businesses.

2.15. Local Preference

It is the policy of the Board that Flagler County vendors are given preference in the procurement process, unless otherwise prohibited or waived by the County Administrator.

The term Flagler County Vendor means any business: having a physical location within the boundaries of

Flagler County for at least twelve (12) months immediately prior to the issuance of the request for Quotes, Bids or Proposals by the County; holding any business licenses required by the County, and/or, the municipalities, if applicable; and employing at least one (1) full time employee, or two (2) part-time employees whose primary residence is in Flagler County, or, if the business has no employees, the business shall be at least fifty (50) percent owned by one (1) or more persons whose primary residence is in Flagler County.

It is the vendor’s responsibility to request Local Preference by submitting a completed Local Preference

Affidavit with its sealed proposal.

2.16. Pricing

Unless otherwise specified, prices offered shall:

• remain firm for a period of at least one hundred and twenty (120) days from the date of Solicitation opening, prior to award being made;

• include FOB Destination, all packing, handling, shipping charges and delivery to any point(s) within the

County to a secure area or inside delivery (for goods);

2.17. FOB Destination

The FOB point for this contract and for all purchases made under it shall be at the project site in Flagler

County, Florida. Delivery will not be complete until the using department has accepted each item. Delivery to a common carrier shall not constitute delivery to the ordering agency. All disputes arising out of shipping prior to acceptance by Flagler County shall be between the Vendor and the carrier.

2.18. Payment Terms

Unless otherwise stated in the Special Terms and Conditions, the County will remit full payment on all undisputed invoices within forty five (45) days from receipt by the appropriate person(s) (to be designated at time of contract) or receipt of all products or services ordered in accordance with the Local Government

Prompt Payment Act, Part VII, Chapter 218, Florida Statutes.

2.19. Unusual Costs

The Vendor may petition the County at any time for an additional rate adjustment on the basis of extraordinary and unusual changes in the costs of operation that could not reasonably be foreseen by a prudent operator and which, by all reasonable expectations, will continue for at least one (1) year. If the

Vendor petitions for such an increase, the Vendor shall also petition for a rate reduction on the basis of extraordinary and unusual changes in the costs of operation that could not reasonably be foreseen by a prudent operator and which, by all reasonable expectations, will continue for at least one (1) year; failure to make such petition may be grounds for contract termination.

The Vendor's request shall contain substantial proof and justification to support the need for the rate adjustment. The County may request from the Vendor, and the Vendor shall provide further information as may be reasonably necessary in making its determination. The County shall approve or deny the request, in its sole discretion, in whole or in part, within sixty (60) days of receipt of the request and all other additional information required by the County. Any price redetermination shall be solely based upon the documentation provided and the County reserves the right to rescind any price relief granted should the circumstances change, and prices go down.

2.20. Additional Terms & Conditions

The Flagler County Board of County Commissioners reserves the right to reject offers containing terms or conditions contradictory to those requested in this Solicitation.

2.21. Taxes

County is exempt from Manufacturers’ Federal Excise Tax (Exemption# 59-78-0089K) and Florida sales tax

(Exemption# 85-8013245979C-5). Certificates are available and can be obtained by emailing purchasing@flaglercounty.gov.

2.22. Discounts

All discounts except those for prompt payment shall be considered in determining the lowest net cost for evaluation purposes. All discounts shall remain firm for the term of the contract.

2.23. Meets/Minimum Specifications

The specifications listed in the Scope of Work are the minimum required performance specifications for this

Solicitation; they are not intended to limit competition nor specify any particular Vendor, but to ensure that the County receives quality services. The Vendor represents that all offers to this Solicitation shall meet or exceed the minimum requirements specified.

2.24. Samples

When required, samples of products shall be furnished with Response to the County at no charge. Samples may be tested and will not be returned to the Vendor. The result of any and all testing shall be made available upon written request.

mailto:purchasing@flaglercounty.gov

2.25. Silence of Specifications

The apparent silence of these specifications or any supplemental specifications as to details or the omission from same of any detailed description concerning any point, shall be regarded as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct type, size, and design are to be used. All workmanship shall be first quality. All interpretations of specifications shall be made upon the basis of this statement.

2.26. Change in Scope of Work/Service

1. The County may order changes in the work/service consisting of additions, deletions, or other revisions within the general scope of the contract. No claims may be made by the Vendor that the scope of the project or of the Vendor's services has been changed, requiring changes to the amount of compensation to the Vendor or other adjustments to the contract, unless such changes or adjustments have been made by written amendment or change order to the contract signed by the County and the Vendor.

2. If the Vendor believes that any particular work/service is not within the scope of work/service of the contract, is a material change, or will otherwise require more compensation to the Vendor, the

Vendor must immediately notify the County’s designated representative in writing of this belief.

The Vendor and County shall negotiate modifications to the contract in good faith and agree upon equitable adjustment for any changes in services or other obligations required of the Vendor due to such modifications. The Vendor must assert its right to an adjustment under this clause within thirty (30) days from the date of receipt of the written order.

3. The County reserves the right to negotiate with the awarded Vendor(s) without completing the competitive bidding process for materials, products, and/or services similar in nature to those specified within this solicitation for which requirements were not known when the Solicitation was released.

2.27. Governing Laws/Venue

This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida without giving effect to any choice of law principles. Jurisdiction over, and venue for, any controversies or legal issues arising out of this contract shall, if in state court, be exclusively in the 7th Judicial

Circuit in and for Flagler County, Florida. By entering into this contract, Contractor and County hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to the contract, and, unless otherwise expressly provided herein, each agrees to bear its own costs and attorney’s fees relating to any dispute arising under the contract.

2.28. Assignment

Vendor may not assign or otherwise convey Vendor's rights and/or obligations under the contract without obtaining County’s prior written consent, which consent County may withhold, limit and/or condition in

County’s sole discretion, including, but not limited to, requiring the Vendor or his/her proposed successor in interest to post a performance bond. Any consent by the County under this Section shall be by written amendment to the contract in a form and substance specified by the County in its sole discretion. If Vendor desires to assign or otherwise convey its rights and/or obligations under the contract, Vendor shall, no less than thirty (30) days prior to the assignment’s proposed effective date, provide County with a written request for County’s consent. Failure to provide such notice may result in the County assessing a processing fee of Five

Hundred Dollars (US $500.00); however, payment of such fee shall not entitle the Vendor to the County’s acceptance or approval of its request for assignment.

Nothing herein shall preclude the right of the County to waive its rights under this Section, but no waiver shall be granted by the County without a written and duly executed amendment to the contract.

2.29. Content of Solicitation/Response

The contents of this Solicitation, all terms, conditions, specifications, and requirements included herein and the accepted and awarded response thereto shall be incorporated into a contract to purchase and become legally binding. Any terms, conditions, specifications, and/or requirements specific to the item or service requested in this Solicitation shall supersede the requirements as specified in the General Terms and

Conditions and/or Special Terms and Conditions section(s) of this Solicitation.

2.30. Contract

The contents of this Solicitation and all provisions of the successful proposal deemed pertinent by the County shall be incorporated into a contract and become legally binding on the selected Vendor and County. The content of the contract may contain changes as a result of the Solicitation process and the content of the submittal received. The contract shall, at minimum, include the substantive terms and conditions as outlined in the Solicitation and be subject to review by the County Attorney or designee prior to approval and execution for determination of legal form and substantive sufficiency, and shall contain an order of precedence and may contain those additional terms and conditions that the County deems in its best interest.

The County shall be responsible for only those orders placed by the County pursuant to the contract or on an authorized signed Purchase Order. The County shall not be responsible for any order, change substitution or any other discrepancy from the Purchase Order or Master Agreement. If there is any question about the authenticity of a Purchase Order, contract, or change order, the Vendor should promptly contact the Office of

Procurement and Contracts at (386) 313- 4008.

In the event of a discrepancy between these general conditions and the special conditions, the special conditions shall control.

2.31. Disclosure of Response Content

All material submitted becomes the property of the County and may be returned only at the County's option.

The County has the right to use any or all ideas presented in any reply to this Solicitation. Selection or rejection of any Response does not affect this right. Flagler County, Florida, is governed by the Public Record

Law, Chapter 119, Florida Statutes.

2.32. Limitation of Liability/Indemnification

The Vendor shall indemnify, defend, 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, volunteers, and the State of Florida, including its officers and employees, 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 Vendor or its subcontractors, agents, employees, or any persons employed or utilized by the Vendor in the performance of the Vendor's obligations or services under this contract. Such obligations or services shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exhaust as to a party or person describe in this contract.

In all claims against the County, Vendor's indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or any benefits payable by or for Vendor, or its employees, agents, Vendors, or sub-Vendors pursuant to Vendor's insurance. The Vendor's indemnification obligation shall survive the expiration or termination of the contract.

2.33. Payment of SubVendors

Vendor shall save and hold the County harmless from any and all claims or actions by Vendor's subVendor(s) for payment of monies such subVendor claims to be owed by Vendor for Work performed under the contract.

Nothing in the contract shall create any obligation on the part of the County to pay directly to any subVendors any monies due for Work performed under the contract.

2.34. Infringement Claim

For all licensed software or derivate works of the licensed software used by County under the resulting contract, Vendor agrees to protect, defend, indemnify, and hold harmless the County, its agents, elected officials and employees from and against any and all claims, demands, actions, and causes or action which may arise asserting that all or any part of Vendor's licensed software or applications that are owned and licensed by Vendor to County for use thereof by County, infringes or misappropriates any third party’s valid state patent, copyright, trademark, or any trade secret protected under United States law. In the event of an infringement claim, Vendor shall have the option: (i) to procure for County the right to continue using any product or service found to be infringing; (ii) to replace any such infringing product or service with a non-infringing product or service; or (iii) to modify such infringing product or service to make it non-infringing.

Vendor shall have no obligation under this Section if the Infringement Claim is based upon the use of the system in combination with other hardware or software applications not furnished by Vendor, or if such a claim arises from County’s modification of the system without the authorization of Vendor.

2.35. Sovereign Immunity

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.

2.36. Compliance with Federal E-Verify Regulations

Vendor covenants and agrees to the following provisions, as required by law:

1. If and to the extent the contract 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 contract as if fully set forth herein.

2. Vendor and any of Vendor’s SubVendors 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 Vendor (or Vendor’s SubVendors) on or after the effective date of this contract and thereafter during the remaining term of the contract.

3. In the event Vendor enters into a subcontract, Vendor shall require, via written contract, the

SubVendor 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 Vendor with an affidavit stating that the SubVendor does not employ, contract with, or subcontract with an unauthorized alien. Vendor shall maintain a copy of such affidavit for the duration of this contract or the subcontract, whichever is longer. Vendor shall provide a copy of such affidavit to the County before the SubVendor begins any work associated with the contract. If the County has a good faith belief that a subVendor knowingly violated the requirements set forth in this Section or Sections 448.09(1) or 448.095 of the Florida Statutes, but also has a good faith belief Vendor otherwise complied with this Section and applicable law, the County shall promptly notify Vendor and order Vendor to immediately terminate its contract with the SubVendor. Failure to comply with said order shall constitute a material breach of this contract.

4. If the County has a good faith belief Vendor has knowingly violated, or if Vendor is found to have violated, this Section; 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 Vendors to use E-Verify, if applicable, then the following shall be true: (i) such violation shall be a material breach of this contract by Vendor; (ii) Vendor 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 by breaching the requirements of this section; (iii) the County may terminate this contract immediately and without penalty and such termination shall not be or be considered a breach of this contract; and (iv)

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

2.37. Public Entity Crimes

Pursuant to paragraph 287.133(2)(a), Florida Statutes, a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a Vendor, supplier, subVendor, 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, Florida

Statutes, for CATEGORY TWO for a period of thirty-six (36) months following the date of being placed on the convicted vendor list.

By entering into this contract, the Vendor represents and warrants that it is not on the convicted vendor list and not under investigation for violation of any state or federal law relating to public entity crimes. The

Vendor further represents and warrants that its subVendors and implementer, if any, are not on the convicted vendor list and not under investigation for violation of any state or federal law relating to public entity crimes.

2.38. Patents, Copyright, and Royalties

The supplier/provider, without exception, shall indemnify and save harmless Flagler County, its officers, agents, and employees from liability of any nature of kind, including cost and expenses for or on account of any copyrighted, registered, patented, or unpatented invention, process, or article manufactured or used in the provision of goods and/or services, including use by the County. If the supplier/provider uses any design, device, or materials covered by letters, patent, copyright, or registration, it is mutually agreed and understood without exception that the quoted price shall include all royalties or costs arising from the use of such design, device, or materials in any way involved.

2.39. Use of County Logo

The County owns and retains all proprietary rights in its logos. As such, nothing in this Solicitation permits or shall be construed as authorizing Vendor to use or display County's logos on Vendor's submittal documents or proposal (including any exhibits attached thereto) submitted to County by or on behalf of Vendor in response to this solicitation. The County has the right to redact the County Logo displayed on any Response.

2.40. Training

Unless otherwise specified suppliers/providers may be required at the convenience of, and at no expense to, the County to provide training to County personnel in the operation and maintenance of any item purchased as a result of this Solicitation.

2.41. Acceptance

Products purchased as a result of this Solicitation may be tested for compliance with specifications. Items delivered not conforming to specifications may be rejected and returned at Vendor's expense. Those items and items not delivered by the delivery date specified in accepted offer and/or purchase order may be purchased on the open market. Any increase in cost may be charged against the Vendor.

2.42. Safety Warranty

Any awarded Vendor including dealers, distributors, and/or manufacturers shall be responsible for having complied with all Federal, State, and local standards, regulations, and laws concerning the product or service specified, and the use thereof, applicable and effective on the date of manufacture or use or date in service including safety and environmental standards as apply to both private industry and governmental agencies.

2.43. Safety

The Vendor shall take the necessary precautions and bear the sole responsibility for the safety of the methods employed by the Vendor in performing the work. The Vendor shall, at all times, comply with the regulations set forth by federal, state, and local laws, rules, and regulations concerning "OSHA" and all applicable state labor laws, regulations, and standards. The Vendor shall indemnify and hold harmless the County from and against all liabilities, suits, damages, costs, and expenses (including attorney's fees and court costs) which may be imposed on the County because of the Vendor, SubVendor, or supplier's failure to comply with the regulations.

2.44. Warranty

The Vendor agrees that, unless otherwise specified, the product and/or service furnished as a result of this

Solicitation and award thereto shall be covered by the most favorable commercial warranty the Vendor gives to any customer for comparable quantities of such products and/or services and that the right and remedies provided herein are in addition to and do not limit any rights afforded to the Flagler County Board of County

Commissioners by any other provision of the Solicitation/offer.

2.45. Awards

Results from the evaluation committee will be considered by the Flagler County Board of County

Commissioners at a regular meeting after the evaluation process. This RFP is issued in accordance with and shall be governed by the provisions of the County’s Procurement Policy and Florida Statutes.

The Flagler County Board of County Commissioners reserves the right to make award(s) by individual sections, groups, all or none, or a combination thereof, with one or more vendors; to reject all proposals, or to waive any informality or technicality in proposals received as deemed to be in the best interest of the County.

2.46. Other Agencies

All Vendors awarded contracts from this Solicitation may, upon mutual agreement, permit any municipality or other governmental agency to participate in an agreement under the same prices, terms, and conditions, if agreed to by both parties. It is understood that at no time will any city, municipality, or other agency be obligated for placing an order for any other city, municipality, or agency; nor will any city, municipality, or agency be obligated for any bills incurred by any other city, municipality, or agency. Further, it is understood that each agency will issue its own purchase order to the awarded Vendor(s).

2.47. County Facilities

County facilities are administrative facilities that provide services to the Flagler County public and any agencies that it serves. As such, activities in all buildings are critical to the provisioning of services to the public and shall not be interrupted by the Vendor's work activities.

2.48. Licenses, Certificates, and Permits

1. The County reserves the right to require proof that the Vendor is an established business and is abiding by the ordinances, regulations, and laws of their community and the state of Florida, such as but not limited to: Business Tax Receipts, business licenses, Florida sales tax registration, Federal

Employers Identification Number, Registration with the Florida Department of State, and the

Division of Corporations’ Sunbiz at www.sunbiz.org.

2. The Vendor must be registered with the Florida Department of State Division of Corporations at www.sunbiz.org in order to provide services under the resulting contract.

3. If a license is required, the Vendor shall be licensed to perform the required work in accordance with the laws of the State of Florida and local ordinances. Vendor shall also verify that his/her subVendors are licensed to perform the work in accordance with the laws of the State of Florida and local ordinances.

4. If applicable, the Vendor shall have a current professional registration certificate from the appropriate governing board. The Vendor must be properly registered at the time of its submittal to practice their profession in the State of Florida.

5. At time of Solicitation submittal, Vendor shall hold the required licensure to be the prime Vendor for all work to be performed under the resulting contract. If Vendor proposes to use a SubVendor or sub-consultant to perform any work under the resulting contract such subVendor and/or sub-consultant shall, at the time of Solicitation submittal, hold the required licensure for all work to be performed under the resulting contract as a subVendor and shall maintain such license(s) in full force and effect during the term of the resulting contract. All licenses and permits required to perform Vendor’s duties under the resulting contract whether such license or permit is required by the federal government, State of Florida, Flagler County, or any municipality, shall be at Vendor’s sole cost and expense, and shall not be a cost of the County. All required licenses and permits shall be maintained in full force and effect during the term of the resulting contract.

2.49. Records & Right to Audit

County shall have the right to audit the books, records, and accounts of Vendor and its SubVendors that are related to the resulting contract. Vendor and its SubVendors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the resulting contract. Vendor shall preserve and make available, at reasonable times for examination and audit by the County, all financial records, supporting documents, statistical records, and any other documents pertinent to this contract for a retention period of five (5) years after completion or termination of the contract, and any renewals, as required by Item 65, General Records Schedule GS1-SL for State and Local Government Agencies, effective

February 19, 2015 and the Florida Public Records Act (Chapter 119, Florida Statutes). Vendor shall, by written

Contract, require its SubVendors to agree to the requirements and obligations of this Section. Audits will be subject to applicable privacy and confidentiality laws and regulations and Vendor’s privacy and confidentiality policies and procedures.

2.50. Claim Notice

The Vendor shall immediately report in writing to the County’s designated representative or agent any incident that might reasonably be expected to result in any claim under any of the coverage mentioned herein. The Vendor agrees to cooperate with the County in promptly releasing reasonable information periodically as to the disposition of any claims, including a résumé of claims experience relating to all Vendor operations at the County project site. The designated representative for the County shall be:

Flagler County Board of County Commissioners

Human Resources/Risk Management Division

Address: 1769 E. Moody Blvd., Bldg. 2

Bunnell, Florida 32110

Telephone: 386-313-4035

Fax: 386-313-4107

2.51. Waiver and Limitation of Claims

Once the contract expires, or final payment has been requested and made, the awarded Vendor shall have no more than thirty (30) calendar days to present or file any claims against the County concerning the contract.

After that period, any right to claims against the County by the Vendor concerning the contract are waived.

2.52. Compliance with Laws and Regulations

The Vendor 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. Vendor shall observe and comply with all such laws, ordinances, rules, regulations, orders, and decrees for all work or services performed under the contract. The Vendor shall indemnify, defend and hold harmless the County and all its officers, agents, servants, and employees against any liability or claim made against the

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