ITB_25-075_SAMPLE_AGREEMENT.pdf

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ITB 25-075 Well Pump-Motor Repair and Replacement

Contract #: ITB 25-075

Start Date: Tuesday, March 11, 2025

CITRUS COUNTY, FLORIDA

A political subdivision of the State of Florida 3600 W Sovereign Path

Lecanto, FL 34461

This Agreement is entered into by the parties on ___________________________ 2025.

1. Parties

Citrus County, Florida, a political subdivision of the State of Florida, (County) and

TBD.

2. Designated Contact Person as to County

Gary Loggins, Division Director Utility Operations

3600 W Sovereign Path Lecanto, Florida 34461 Phone: 352-527-7641 Mobile: 352-302-6152

Email: Gary.loggins@citrusbocc.com

3. Designated Contact Person as to Vendor/Contractor

TBD

4. Notices

All notices between County and Vendor/Contractor, as required under the Agreement, shall be by telephone, facsimile, e-mail, mail, or by personal delivery to the respective designated contact person identified above. Either designated recipient may notify the other, in writing, if someone else is designated to receive notice.

5. Entire Agreement

This Agreement, and its associated Documents referenced herein, together with any executed Addenda, shall constitute the entire Agreement between Vendor/Contractor and County (hereinafter referred to as the “Agreement”). In resolving conflicts, errors, discrepancies, and disputes concerning the scope of Services or other rights or obligations of the parties, precedence shall be given in the following order (1) a fully executed Addendum to this Agreement (later executed Addenda taking precedence over earlier dated Addenda), (2) provisions of this Agreement, (3) provisions of the Invitation to Bid, (4) provisions of Contractor's Bid, (5) provisions of the Purchase Order, and (6) provisions contained in any governmental regulation incorporated herein by reference. There are no understandings or agreements except as herein expressly stated.

6. Agreement Documents

Exhibit A- Scope of Services

Exhibit B- Compensation

7. Term of Agreement and Commencement of Services

The duration of the Agreement shall be for a period of two (2) years from the date that the Parties have executed the Agreement, with an option to renew for three (3) additional, one (1) year periods. The renewal option will be conditioned upon satisfactory performance by Vendor/Contactor and will be subject to availability of funds. The renewal option can only be exercised through mutual agreement between County and Vendor/Contractor. The date that Vendor/Contractor shall commence the provision of Services shall be the date on which a Purchase Order and/or a Notice to Proceed is received by Vendor/Contractor. The County reserves the right to automatically extend any agreement for a maximum period not to exceed one hundred twenty (120) calendar days in order to provide County departments with continual service and supplies while a new agreement is being solicited, evaluated, and/or awarded.

8. Modification of Agreement

The Agreement may only be modified or amended upon mutual written agreement of County and Vendor/Contractor. No oral agreements or representations shall be valid or binding upon County or Vendor/Contractor. No alteration or modification of the Agreement terms, including substitution of product, shall be valid or binding against County. Vendor/Contractor may not unilaterally modify the terms of the Agreement by affixing additional terms by incorporating such terms onto Vendor’s/Contractor's documents forwarded by Vendor/Contractor to County for payment. County's acceptance of Services or processing of documentation on forms furnished by Vendor/Contractor to County for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions.

9. Services Provided by Vendor/Contractor

The Services to be provided by Vendor/Contractor are summarized in Exhibit “A”, attached to this Agreement. If County identifies any additional Services to be provided by Vendor/Contractor that are not covered under the original Agreement, such additional Services shall be made a part of this Agreement by written amendment to the Agreement.

10. Compensation to Vendor/Contractor

Compensation to be paid to Vendor/Contractor for the provision of the Commodity and/or Services agreed to herein shall be per the unit pricing noted in Exhibit "B", attached to this Agreement.

An increase in Pricing may be considered by County for each year after the initial term. The request to increase the price must be made in writing to County supported by a detailed justification by furnishing bona-fide manufacturer's documents or a price list reflecting the changes that warrant the requested increase. The request must be submitted at least ninety (90) calendar days prior to a renewal period. Such increase may be no greater than the annual consumer price index (CPI) or five percent (5%), whichever is less.

11. Payment of Payment Requests

11.1. Payment Requests

Requests for payment for the Services provided under the Agreement shall be submitted no more frequently than once per month, unless stipulated differently in the Agreement. At a minimum, the payment requests shall include the Purchase Order Number, a description of the Services performed, and the amount of the payment request. All requests for payment shall be submitted in sufficient detail to demonstrate compliance with the terms of the Agreement and to allow for the proper pre-audit and post-audit thereof. Requests for payment that include travel expenses shall be in accordance with Section 112.061, Florida Statutes. County reserves the right to require any information from Vendor/Contractor that County deems necessary to substantiate claims for remuneration. Upon receipt of Vendor's/Contractor's payment request, County will review such to ensure that it is in proper order, and that the Services have been completed in accordance with this Agreement. If it is found that the payment request is not in proper order, or the Services covered under the payment request do not satisfy this Agreement, the payment request may be rejected.

11.2. Prompt Payment

County shall make payment of a payment request in accordance with Chapter 218, Part VII of the Florida Statutes “Local Government Prompt Payment Act” from the date which a payment request in proper order is recorded as received by County, for Services completed to the satisfaction of County.

11.3. Form of Request

If the payment request is not received in proper order, County may reject the payment request within ten

(10) business days after the date on which the payment request is recorded as received by County. County shall provide Vendor/Contractor with a written notification of the rejection specifying the deficiency and corrective measures necessary to make the payment request proper. Upon receipt of a payment request that corrects the deficiency, County shall make payment in accordance with Chapter 218, Part VII of the Florida Statutes “Local Government Prompt Payment Act”.

11.4. Resolution of Payment Request Disputes

In the event of a dispute between Vendor/Contractor and County concerning the full or partial payment of a payment request, such disagreement shall be finally determined by County. If the dispute between Vendor/Contractor and County involves a portion of a payment request, the undisputed portion shall be paid by County in a timely manner, as long as the payment request for the undisputed portion is in proper order. Proceedings to resolve the dispute will be commenced within forty-five (45) business days after the date the payment request in dispute was recorded as being received by County and will be concluded by final decision of County within sixty (60) business days after the date on which the payment request was recorded as being received by County. Such procedures do not constitute an administrative proceeding that prohibits a court from deciding de novo any action arising out of the dispute.

11.5. Purchase Order

Although an Agreement will be executed by County and Vendor/Contractor for the Services being performed by Vendor/Contractor, a purchase order will also be issued to Vendor/Contractor for the purpose of facilitating payment to Vendor/Contractor. Except under an "emergency request", Vendor/Contractor shall not perform any Services for County until Vendor/Contractor has received a purchase order and/or Notice to Proceed from County. Vendor/Contractor will be permitted to accept an order to perform Services under an emergency purchase without a purchase order; however, such request from County must be transmitted to the Vendor/Contractor via facsimile or e-mail. The written transmission order must be submitted with any payment request submitted by the Vendor/Contractor for such emergency requests.

11.6. Payments to Subcontractors

When Vendor/Contractor receives from County any payment for Services covered under the Agreement, Vendor/Contractor must pay such moneys received to each subcontractor or supplier in proportion to the percentage of the Services completed by each subcontractor or supplier within ten (10) business days after Vendor's/Contractor's receipt of the payment. If Vendor/Contractor receives less than full payment, then Vendor/Contractor shall be required to disburse only the funds received on a pro rata basis to its subcontractors and suppliers, each receiving a prorated portion based on the amount due on the payment. If a subcontractor receives payment from Vendor/Contractor for labor, Services or materials furnished by subcontractors or suppliers hired by the subcontractor, the subcontractor must remit payment due to those subcontractors or suppliers within seven (7) business days after the Vendor's/Contractor's receipt of payment from Vendor.

11.7. ACH Enrollment

All Vendors/Contractors will be required to complete an “Authorization Agreement for ACH Credits Enrollment Form”. Payments will be deposited directly into Vendor's/Contractor’s bank account. This means there is no need to wait for the check to come in the mail and eliminates the possibility of a lost check. The Clerk’s Accounts Payable Department will provide confirmation via email when payments are transmitted, ensuring immediate notification.

12. Warranties

12.1. Warranty of Ability to Perform

Vendor/Contractor warrants that, to the best of its knowledge, there are no pending or threatened actions, proceedings, investigations, or any other legal or financial conditions, that would in any way prohibit, restrain, or diminish Vendor's ability to satisfy its obligations under the Agreement.

12.2. Warranty Against Defects in Workmanship

Vendor/Contractor shall warrant its Services against defects in materials and workmanship for a minimum period of one (1) year from acceptance of the Services by County. Should any defects in materials or workmanship appear during the warranty period, Vendor/Contractor shall replace the materials or equipment, or repair or re-do the service, immediately upon receipt of written notice from County, at no additional expense to County. Vendor/Contractor shall warrant such replaced materials or equipment, or repaired or re-done Services, for a period of one (1) year after acceptance of such by County.

12.3. Warranty of Standard Care

In the performance of professional Services, Vendor/Contractor will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities. Vendor/Contractor will use due care in performing the Services and will have due regard for acceptable professional standards and principles. Vendor's/Contractor's standard of care shall not be altered by the application, interpretation, or construction of any other provision of this Agreement. If any of the Services performed by Vendor/Contractor does not comply with the foregoing warranties and County notifies Vendor/Contractor of such, then Vendor/Contractor shall (at its sole expense) promptly re-execute the nonconforming Services. All such re-executed Services shall be performed on a mutually agreed upon schedule. Vendor/Contractor shall and does hereby assign to County the benefits of any of Vendor’s/Contractor's suppliers or subcontractor’s warranties. Such assignment shall not relieve Vendor/Contractor of its warranty obligations for performance or standard of care to County under this Agreement.

12.4. Warranty of Title

Title to any work product furnished by Vendor/Contractor under the Agreement shall pass to County to the extent of the payments made for such by County, or on the date that County accepts the completed Services of Vendor/Contractor. When title passes to County in accordance with the Agreement, Vendor/Contractor warrants that the Services furnished will be free and clear of all security interests, liens and encumbrances or claims of any party.

13. Public Records

Vendor/Contractor will keep and maintain public records required by the County to perform the Service.

Upon request from the County’s custodian of public records, Vendor/Contractor will provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statues, or as otherwise provided by law. Vendor/Contractor will ensure that the 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 term of the Agreement and following completion of the Agreement if Vendor/Contractor does not transfer the records to the County. Upon completion of the Agreement, Vendor/Contractor will transfer, at no cost, to the County all public records in possession of the Vendor/Contractor or keep and maintain public records required by County to perform the service. If Vendor transfers all public records to County upon completion of the Agreement, Vendor/Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Vendor/Contractor keeps and maintains public records upon completion of the Agreement, Vendor/Contractor 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 system of the County. If Vendor/Contractor does not comply with the County’s request for public records, the County shall enforce the provisions of the Agreement in accordance with the terms of the Agreement and may cancel the Agreement.

IF VENDOR/CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

VENDOR’S/CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF

PUBLIC RECORDS, AT 3600 W. SOVEREIGN PATH, LECANTO, FL

34461; PHONE: (352)527-5235 EMAIL: RMLO@CITRUSBOCC.COM.

14. Insurance

During the term of the Agreement, Vendor/Contractor, at its sole expense, shall provide insurance of such a type and with such terms and limits as noted below. Providing and maintaining adequate insurance coverage is a material obligation of Vendor/Contractor. The Vendor/Contractor shall provide County a certificate(s) of insurance, evidencing such coverage.

14.1. Minimum Insurance Requirements

Vendor/Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services hereunder by the Vendor/Contractor, his agents, representatives, employees, or subcontractors. The coverage’s, limits or endorsements required herein protect the primary interests of County, and these coverage’s, limits or endorsements shall in no way be required to be relied upon when assessing the extent or determining appropriate types and limits of coverage to protect Vendor/Contractor against any loss exposures, whether as a result of the Project or otherwise. The requirements contained herein, as well as County’s review or acknowledgement, are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Vendor/Contractor under a contract.

14.2. Commercial General Liability

Vendor/Contractor must obtain a general liability policy with minimum limits of $1,000,000 per occurrence and a $2,000,000 general aggregate.

14.3. Automobile Liability

Vendor/Contractor must obtain coverage for all for Bodily Injury and Property Damage of not less than $1,000,000 combined single limit each accident. In the event Vendor/Contractor does not own vehicles, Vendor/Contractor shall maintain coverage for Hired & Non-Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy.

14.4. Workers Compensation and Employer’s Liability

14.4.1 Vendor/Contractor must obtain Workers Compensation insurance with limits in compliance with applicable state and federal laws; if any operations are to be undertaken on or about navigable mailto:RMLO@CITRUSBOCC.COM waters, coverage must be included for the US Longshoremen & Harbor Workers Act. Employer's Liability limits for not less than $100,000 each accident, $500,000 disease policy limit and $100,000 disease each employee must be included.

14.4.2 For any officer of a Vendor/Contractor that has exempt status as an individual, the County requires proof of workers compensation insurance coverage for that vendor/contractor/employer/owner’s employees. If the vendor/contractor/employer/owner or individual has applied for a workers compensation exemption, the County does not recognize this exemption to extend to the employees of the vendor/contractor/employer/owner.

14.4.3 The purpose of this section is to ensure that all vendors/contractors, subcontractors, sole proprietors, or business entities of any kind who contract with the County for provision of goods or services, provide workers compensation coverage for all employees, and principles of subcontractors, subcontractors, sole proprietors, or other business entities. All provisions of this Section shall be construed in accord with this intent.

14.5. Cyber Insurance

If any operations to be undertaken by Vendor/Contractor include interfacing with County information technology (IT), operation technology (OT), computer hardware or software, or accessing, processing, or storing personally identifiable information (PII), payment card industry data security standard (PCI), personal health information (PHI), confidential or protected data, Vendor/Contractor must obtain Claims- Made coverage in an amount not less than $1,000,000 per claim for actual or alleged breaches of data and loss of data. The Claims-Made policy form shall provide continuous coverage that remains in place for three (3) years after contract completion.

14.6. Other Insurance Provisions

14.6.1 Vendor/Contractor shall provide a Certificate of Insurance to County with a thirty (30) day notice of cancellation and/or changes in policy language, and ten (10) day notice if cancellation is for nonpayment of premium. The certificate shall indicate if coverage is provided under a "claims made" or "occurrence" form. If any coverage is provided under a claim made form the certificate will show a retroactive date, which should be the same date of the contract (original if contract is renewed) or prior.

14.6.2 The project’s Bid number shall be noted on the certificate. ITB 25-075

14.6.3 All required insurance policies must be maintained until the contract work has been accepted by County.

14.6.4 Citrus County, Florida, a political subdivision of the State of Florida, and Florida Department of Environmental Protection, its officials, employees, and volunteers are to be covered as an Additional Insured on all policies except Worker’s Compensation. The coverage shall contain no special limitation on the scope of protection afforded to the County, its officials, employees, or volunteers.

14.6.5 Vendor's/Contractor’s insurance coverage shall be primary insurance as respects County, its officials, employees, and volunteers. Any insurance or self-insurance maintained by County, its officials, employees, or volunteers shall be excess of Vendor's/Contractor’s insurance and shall be non-contributory.

14.6.6 For all policies of insurance: Vendor/Contractor and its insurance carrier waive all subrogation rights against County for all losses or damages that occur during the contract and for any events occurring during the contract period, whether the suit is brought during the contract period or not. The County requires General Liability policies to be endorsed with CG 24 04 Waiver of

Transfer of Rights of Recovery Against Others to Us or similar endorsement, and a WC 00 0313 Waiver of Our Right to Recover from Others for Workers Compensation coverage.

14.6.7 The Certificate Holder should read as follows: Citrus County, Florida, political subdivision of the State of Florida, 3600 W. Sovereign Path, Lecanto, FL 34461.

14.6.8 It is the Vendor's/Contractor’s responsibility to ensure that all subcontractors comply with these insurance requirements. The Vendor/Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each Subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

14.6.9 All required insurance policies must be written with an insurance carrier having a minimum A.M. Best rating of A-.

14.6.10 All Certificates must show that the Vendor's/Contractor’s policies have been endorsed per the requirements.

14.6.11 Once ALL paperwork is completed and received by the County, an email will be sent to Vendor/Contractor requesting online registration with myCOI. It is critical that the County is provided with an accurate email address. The cost to register is $19.95 per year and a credit/debit card will be needed. Part of the registration process includes providing contact information for Vendor's/Contractor’s insurance agent(s), which will be needed at the time of registration. Once registered, an email will be sent to the insurance agent(s) requesting them to upload a current Certificate of Insurance (COI) directly into the myCOI website. Certificates of Insurance cannot be mailed, emailed or faxed to County. Vendor/Contractor will not be allowed to begin work and no payments will be made until registration is completed and a compliant Certificate of Insurance is received from Vendor's/Contractor’s agent(s). This is a yearly requirement for the duration of the Agreement.

15. Indemnification

Vendor/Contractor shall indemnify, save, and hold harmless the County and all its officers, agents or employees from all causes of action, claims, demands, losses, liabilities and expenditures of any nature whatsoever, including defense costs and fees, caused by intentional or negligent acts of, or omissions of Vendor/Contractor, its subcontractors, agents or employees or accruing, resulting from, or related to the subject matter of this Agreement including without limitation, any and all claims, losses, liabilities, expenditures, demands or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. Neither Vendor/Contractor, nor any of its agents will be liable under this section for damages arising out of injury or damage to persons or property directly caused or resulting from the sole negligence of the County or any of its officers, agents, or employees. In the event any lawsuit or other proceeding is brought against County by reason of any such claim, cause of action or demand, Vendor/Contractor shall, upon written notice from County, resist and defend such lawsuit or proceeding by counsel satisfactory to County or, at County’s option, pay for an attorney selected by County to defend County. This indemnification includes attorney’s fees and all costs of litigation including appellate attorney’s fees and costs as well as any judgments. The parties agree that this clause shall not waive the benefits or provisions of section 768.28, Florida Statutes, or any similar provision of law. The provisions and obligations of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by the County, any sums due Vendor/Contractor under this Agreement may be retained by County until all of the County’s claims for indemnification pursuant to this Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by County.

16. Change Orders

County may at any time, as the need arises, order changes within the scope of the Services without invalidating the Agreement. If such changes result in an increase or decrease in the Contract Price, or in the time required for performance of the Services, an equitable adjustment shall be authorized by way of a Change Order. The County also may at any time, by issuing a Field Order, make changes in the details of the Services. Vendor/Contractor shall proceed with the performance of any changes in the Services so ordered by County unless Vendor/Contractor believes that such Field Order entitles it to a change in Contract Price or Time, or both, in which event Vendor/Contractor shall give County written notice thereof within fifteen (15) calendar days after the receipt of the ordered change, and Vendor/Contractor shall not execute such changes pending the receipt of an executed Change Order or further instruction from County.

17. Termination of Agreement

Either party may terminate this Agreement by giving the other party thirty (30) days written notice. In the event of termination, County will be responsible for compensating Vendor/Contractor only for those Services satisfactorily completed or partially completed up to the date of termination. Vendor/Contractor shall not be entitled to compensation for loss of anticipated profit.

18. Licenses and Certifications

Vendor/Contractor, or its Subcontractor(s), shall possess and maintain during the term of this Agreement any and all licenses required to perform the Services covered under this Agreement, as stipulated by the State of Florida and Citrus County Florida.

19. Additional Terms and Conditions

19.1. Advertising

Subject to Chapter 119, Florida Statutes, Vendor/Contractor shall not publicly disseminate any information concerning the Agreement without prior written approval from County, including, but not limited to mentioning the Agreement in a press release or other promotional material, identifying County as a reference, or otherwise linking Vendor's/Contractor's name and either a description of the Agreement or the name of County in any material published, either in print or electronically, to any entity that is not a party to the Agreement.

19.2. Assignment

Neither County nor Vendor/Contractor shall sell, assign, or transfer any of its rights, duties, or obligations under the Agreement without the prior written consent of the other Party. In the event of any assignment, Vendor/Contractor remains secondarily liable for performance of the Agreement, unless County expressly waives such secondary liability.

19.3. Bankruptcy or Insolvency

Vendor/Contractor shall promptly notify County in writing of the filing of any voluntary or involuntary petition for bankruptcy and/or of any insolvency of Vendor/Contractor or any of its subcontractors who are involved in the performance of the Services under this Agreement.

19.4. Compliance with Laws

Vendor/Contractor shall comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of Local, State and Federal agencies having jurisdiction and authority. These laws, shall include, but not be limited to, Chapter 287 of the Florida Statutes, the Uniform Commercial Code, the Immigration and Nationalization Act, the Americans with Disabilities Act, the United States Occupational Safety and Health Act, the United States Environmental Protection Agency, the State of Florida Department of Environmental Protection, Southwest Florida Water

Management District and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, sexual orientation, gender identity or expression or veteran’s status. Violation of such laws shall be grounds for termination of the Agreement.

19.5. Conflict of Interest

Vendor/Contractor covenants that it presently has no interest and shall not acquire any interest which would conflict in any manner of degree with the performance of the Services covered under this Agreement. Furthermore, Vendor/Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Vendor/Contractor to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for Vendor/Contractor any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Vendor/Contractor, and its subcontractors at any tier, certify that they have not entered into any contract, sub-contract, or arrangement in connection with the Services covered under this Agreement, or of any property included or planned to be included in the Services, in which any member, officer, of employee of Vendor/Contractor or its subcontractors, during its tenure, or for two years thereafter, has any interest, direct or indirect. Vendor/Contractor, and its subcontractors at any tier, shall insert the following provision into each of their contracts and subcontracts:

"No member, officer, or employee of the subcontractor, during their tenure or for two years thereafter, shall have any interest, direct or indirect, in this contract or the proceeds thereof."

19.6. Cooperative Purchasing

If applicable, pursuant to Vendor’s/Contractor's own governing laws, and subject to agreement of Vendor/Contractor, other government entities may be permitted to make purchases at the terms and conditions contained herein. Non-County purchases are independent of the Agreement between County and Vendor/Contractor, and County shall not be a party to any transaction between Vendor/Contractor and any other government entity. Another government entity may attach additional contractual and technical terms and conditions to this Agreement. These “special conditions” shall take precedence over the terms and conditions in this Agreement unless the conflicting term in this Agreement is statutorily required, in which case the term contained in this Agreement shall take precedence.

19.7. Correction of Services

Vendor/Contractor shall promptly remove from the premises all Services rejected by County for failure to comply with the Contract Documents, whether incorporated into the Project or not, and Vendor/Contractor shall promptly replace and re-execute the Services in accordance with the Contract Documents, without additional expense to County, and shall bear the expense of making good all Services of other Vendor's/Contractor's work destroyed or damaged by such removal or replacement. All removal and replacement of Services shall be done at Vendor's/Contractor's expense. If Vendor/Contractor does not take action to remove such rejected Services within ten (10) calendar days after receipt of written notice from County, County may remove such Services on their own and store the materials at the expense of Vendor/Contractor.

19.8. County Funds

If sufficient funding is not available for Vendor/Contractor to complete the Services, County reserves the right to modify the terms and conditions of the Agreement to change the Scope of Services to reduce the cost to match any available funding. If such modifications to the Scope of Services are not feasible, or if funding has been totally exhausted prior to Vendor's/Contractor's completion of its Services, the Agreement shall be terminated on terms reasonably acceptable to both parties. Additionally, in accordance with Section 216.347, Florida Statutes, and as provided herein, Vendor/Contractor may not expend any County funds for the purpose of lobbying the legislature, or local, state, or federal agencies.

19.9. Debarment

Vendor/Contractor certifies to the best of their knowledge and belief, that they and their principals 1) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Municipal, County, State or Federal department or agency, 2) have not, within a three-year period preceding execution of this Agreement, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction;

violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records; making false statements; or receiving stolen property, 3) are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated above, 4) have not within a three-year period preceding execution of this Agreement had one or more public transactions (Federal, State or local) terminated for cause or default, and 5) will advise County immediately if their status changes and will provide an explanation for the change in status.

19.10. Discriminatory Vendor

Vendor/Contractor certifies that they are not subject to Section 287.134 (2)(a) which specifies that an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a Bid on a contract with a public entity for the construction or repair of a public building or public work, may not be awarded or perform work as a vendor/contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with public entity.

19.11. Disposal of Wastes

Vendor/Contractor shall handle any waste materials generated in the performance of the Services in full compliance with all laws, regulations, and requirements of all governmental authorities and those of County. Vendor/Contractor shall use only disposal facilities which have proper permits and are in full compliance with all Laws. Vendor/Contractor agrees that County has the right to reject, for any reason, Vendor's/Contractor's use of any particular disposal facility.

19.12. Dispute Resolution

For any dispute concerning performance of the Agreement, which includes without limitation controversies based upon breach of contract, mistake, misrepresentation, or other cause for contract modification or rescission, County shall attempt to reach a mutual agreement as to the settlement and resolution of the dispute with Vendor/Contractor. Should a mutual agreement not be reached, County shall render a decision and reduce such to writing and serve a copy on Vendor/Contractor. The decision shall be final and conclusive.

19.13. Documentation

All tracings, plans, specifications, maps, computer files and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived there from, will be considered works made for hire and will become the property of County upon expiration or termination of the Agreement without restriction or limitation on their use. Upon delivery to the County of said document(s), County will become the custodian thereof in accordance with Chapter 119, Florida Statutes. Vendor/Contractor will not copyright any material and products or patent any invention developed under this Agreement. Copies of these documents are not to be sold or distributed to third parties without the written consent of County.

19.14. Drug Free Workplace

Vendor/Contractor certifies that it has in place a Drug-Free Workplace Program in accordance with the Drug-Free Workplace Act of 1988 (41 U.S.C. 702-706).

19.15. Employees, Subcontractors and Agents

All Vendor/Contractor employees, subcontractors, and agents performing any of the Services under the Agreement shall be properly trained to meet or exceed any specified training qualifications. Upon request, Vendor/Contractor shall furnish a copy of certification or other proof of qualification. All employees, subcontractors, and agents of Vendor/Contractor must comply with all security and administrative requirements of County. County may conduct, and Vendor/Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, and agent of Vendor/Contractor. County may refuse access to, or require replacement of, any of Vendor's/Contractor's employee, subcontractor, and agent for cause, including, but not limited to, technical or training qualifications, quality of Work, change in security status, or non-compliance with County’s security or other requirements. Such refusal shall not relieve Vendor/Contractor of its obligation to perform all Services in compliance with the Agreement. County may reject and bar from any facility for cause any of Vendor’s/Contractor's employees, subcontractors, or agents. County shall have the right to review and approve any subcontractor used by Vendor/Contractor. Vendor/Contractor shall be fully responsible to County for the acts and omissions of its subcontractors, and persons directly or indirectly employed by them. It is Vendor's/Contractor's responsibility to ensure that their subcontractors are properly licensed to do business in the State of Florida and Citrus County, as required by law.

19.16. Environmental Issues

All notifications regarding environmental issues or requirements shall be sent immediately to County's Contact Person. Unless directed otherwise by County, Vendor/Contractor is not to contact any local, state, or federal governmental agencies concerning environmental issues involving the Project Site.

19.17. Equal Employment Opportunity

Vendor/Contractor shall not discriminate on the basis of race, color, sex, age, national origin, religion, and disability, sexual orientation, gender identity, or handicap in accordance with the Provisions of: Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000 et seq.), Title VII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), Florida Civil Rights Act of 1992 (§ 760.10 et seq.), Title 41 CFR Part 60 for compliance with Executive Orders 11246 and 11375, Title 49 CFR 23 and Title 49 CFR 26 for Disadvantaged Business Enterprises, Age Discrimination Act of 1975 (42 U.S.C. § 6101, et seq.), Title 49 CFR 21 and Title 49 CFR 23, Nondiscrimination on the basis of handicap, Title 49 CFR 27, Americans with Disabilities Act of 1990 (42 U.S.C. 12102, et. seq.), Federal Fair Labor Standards Act (29 U.S.C. § 201, et seq.), and any other Federal and State discrimination statutes. Vendor/Contractor shall furnish pertinent information regarding its employment policies and practices as well as those of their proposed subcontractors as the State of Florida Department of Transportation, the Secretary of Labor, or County may require. The above shall be required of any subcontractor hired by Vendor/Contractor. All Equal Employment Opportunity requirements shall be included in all non-exempt subcontracts entered into by Vendor/Contractor. Subcontracts entered into by Vendor/Contractor shall also include all other applicable labor provisions. No subcontract shall be awarded to any non-complying subcontractor. Additionally, Vendor/Contractor shall insert in its subcontracts a clause requiring subcontractors to include these provisions in any lower tier subcontracts that may in turn be made. Vendor/Contractor shall comply with all state laws and local ordinances, except that any preferential consideration of local in-state subcontractors is NOT allowed.

19.18. E-Verification System

Vendor/Contractor and its subcontractors shall utilize the U.S. Department of Homeland Security’s E-Verify system, https://www.uscis.gov/, in accordance with Section 448.095, Florida Statutes, to verify the https://www.uscis.gov/ employment eligibility of: (1) all persons employed by Vendor/Contractor during the contract term to perform any duties within Florida, and; (2) all persons, including subcontractors, assigned by Vendor/Contractor to perform work pursuant to this Contract. Vendors/Contractors meeting the terms and conditions of the E-Verify System are deemed to be in compliance with this provision. Vendor/Contractor and its subcontractors shall provide County with affidavits stating that they do not employ, contract with, or subcontract with an unauthorized alien. County is obligated to terminate this Agreement upon a good faith belief that Vendor/Contractor or its subcontractors has knowingly violated Section 448.095, Florida Statutes.

19.19. Force Majeure Event

Neither party shall be considered to be in default in the performance of its obligations under this Agreement, except obligations to make payments with respect to amounts already accrued, to the extent that performance of any such obligations is prevented or delayed by any cause, existing or future, which is beyond the reasonable control, and not a result of the fault or negligence of, the affected party (a "Force Majeure Event"). If a party is prevented or delayed in the performance of any such obligations by a Force Majeure Event, such party shall immediately provide notice to the other party of the circumstances preventing or delaying performance and the expected duration thereof. Such notice shall be confirmed in writing as soon as reasonably possible. The party so affected by a Force Majeure Event shall endeavor, to the extent reasonable, to remove the obstacles which prevent performance and shall resume performance of its obligations as soon as reasonably practicable. A Force Majeure Event shall include, but not be limited to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond Vendor’s/Contractor's control, or for any of the foregoing that affect subcontractors or suppliers if not alternate source of supply is available to Vendor/Contractor.

19.20. Governing Law and Venue

The Agreement shall be governed in accordance with the laws of the State of Florida. In the event of litigation with respect to the obligation of the parties to the Agreement, the jurisdiction and venue of such action shall be an appropriate State Court in Citrus County, Florida.

19.21. Governmental Restrictions

If Vendor/Contractor believes that any governmental restrictions have been imposed that require alteration of the materials used, the quality, workmanship or performance of the Services offered under the Agreement, Vendor/Contractor shall immediately notify County in writing, indicating the specific restriction. County reserves the right and the complete discretion to accept any such alteration or to cancel the Agreement at no further expense to County.

19.22. Immigration and Nationality Act

Vendor/Contractor shall comply with all immigration laws as outlined in 8 USC § 1324a - Unlawful employment of aliens. County will not intentionally award County contracts to any Vendor/Contractor who knowingly employs unauthorized Alien workers. Any violation of the employment provisions outlined in the Immigration and Nationality Act throughout the term of any Agreement with County may result in immediate termination of the Agreement. County will consider the employment of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. Such violation will be cause for unilateral cancellation of the Agreement, by County, if Vendor/Contractor knowingly employs unauthorized aliens.

19.23. Inspection, Performance, Supervision

County reserves the right to inspect the Services provided by Vendor/Contractor, whether partially or fully completed, at any time, as deemed appropriate by County for the purpose of ensuring Vendor's/Contractor's performance under the Agreement. Such inspections performed by County, shall not be construed as a final approval of Vendor's/Contractor's Service, and shall not relieve Vendor/Contractor from its obligations under the Agreement. County reserves the right to inspect, at any reasonable time with prior notice, Vendor's/Contractor's facilities to assess conformity of the provision of the Services with the Agreement requirements. County reserves the right to investigate or inspect, at any time, whether the provision of the Services complies with the Agreement requirements. Vendor/Contractor shall at all times during the Agreement term remain responsive and responsible. Vendor/Contractor must be prepared, if requested by County, to present evidence of experience, ability, and financial standing, as well as a statement as to capacity of Vendor/Contractor for the performance of the provision of the Services covered under the Agreement. This paragraph shall not mean or imply that it is obligatory upon County to make an investigation either before or after award of the Agreement, but should County elect to do so, Vendor/Contractor is not relieved from fulfilling all Agreement requirements. Vendor/Contractor shall supervise and direct the performance of its Services and shall be solely responsible for the means, methods, techniques, sequences, and safety. The Vendor/Contractor will employ and maintain, at the Project Site, a qualified supervisor or superintendent who shall have been designated in writing by Vendor/Contractor as Vendor's/Contractor's representative at the Project Site. The supervisor or superintendent shall have full authority to act on behalf of Vendor/Contractor and all communications given to the supervisor or superintendent shall be as binding as if given directly to Vendor/Contractor. The supervisor or superintendent shall be present on the Project Site at all times as required to perform adequate supervision and coordination of Vendor's/Contractor's Services.

19.24. Lawful Claims and Demands

Should any outstanding claims by subcontractors or suppliers incurred in the performance of the Services materialize after County has made payment to Vendor/Contractor, Vendor/Contractor will indemnify and save County harmless from such claims. Acceptance by Vendor/Contractor of payment shall be and shall operate as a release to County of all claims and all liabilities to Vendor/Contractor, other than claims in stated amounts as may be specifically excepted by Vendor/Contractor for things done or furnished in connection with the provision of the Services, and for every act and neglect of County and others relating to or arising out of the provision of the Services covered under this Agreement. Any payment, whether final or otherwise, shall not release Vendor/Contractor or his sureties from any obligations under the Agreement.

19.25. Lobbying

Vendor/Contractor shall not, in connection with the Agreement, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any County officer or employee’s decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or

(2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any County officer or employee. For purposes of clause (2), “gratuity” means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, Work, employment, or contracts of any kind.

19.26. Local Preference / Workforce Labor

County believes that the hiring of workforce labor by contractors who County awards contracts should, to the maximum extent, be citizens within its boundaries that are unemployed or seeking work for the first time. To that extent, County has agreed to notify CareerSource CLM of all awards involving construction and other types of services. CareerSource CLM is a local business-led organization that plans and coordinates quality employment and training services for businesses and individual career seekers in Citrus County. Vendor/Contractor will be contacted by CareerSource CLM, to discuss hiring through its staff and services. Vendor's/Contractor's participation with CareerSource CLM is not required as a condition of award, but rather an opportunity for greater support for the community of Citrus County.

19.27. Materials, Work, and Facilities

It is understood that, except as otherwise specifically stated in the Contract Documents, Vendor/Contractor shall provide and pay for all materials, labor, tools, equipment, water, light, power, transportation, supervision, temporary construction of any nature, and all other Services and facilities of any nature whatsoever necessary to execute, complete, and deliver the Services within the specified time.

19.28. Non-Collusion

Vendor/Contractor agrees that neither it, nor any of its officers, partners, agents or employees have entered into any agreement, participated in any collusion, or otherwise taken any action which is in restraint of a free competitive solicitation in connection with this Agreement, and that Vendor/Contractor intends to do the work with its own bonafide employees or subcontractors and has not provided a response for the benefit of another contractor.