ITB_26-069_Sample_Agreement_final.pdf

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Purchase of MX908, Mass Spectrometer, Chemical Identifier

Contract #: ITB 26-069

Grant Agreement Number: R1176

Federal Award Identification Number (FAIN): EMW-2024-SS-05135

Federal Awarding Agency: Department of Homeland Security (DHS)

Pass-Through Entity: State of Florida, Division of Emergency Management (FDEM)

CITRUS COUNTY, FLORIDA

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

Lecanto, FL 34461

1.0 Parties

This Agreement is entered into by the parties on ______________ day of _____________________ 2026.

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

TBD, (Vendor).

2.0 Designated Contact Person as to County

Thomas Fletcher, Battalion Chief Citrus County Fire Rescue

1520 N. Meadowcrest Blvd.

Crystal River, Florida 34429

Phone: 352-527-5406 Fax: 352-527-5404

Email:Thomas.Fletcher@citruscountyfire.com

3.0 Designated Contact Person as to Vendor

P.O.C.

TBD

Address City, State, zip

Phone:

Fax:

Email:

4.0 Notices

All notices between County and Vendor, 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.

5.0 Entire Agreement

This Agreement, and its associated Documents referenced herein, together with any executed Addenda, shall constitute the entire Agreement between Vendor and County (hereinafter referred to as the “Agreement”). In resolving conflicts, errors, discrepancies, and disputes concerning the fulfillment of Commodity 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 Vendor'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.

6.0 Agreement Documents

Exhibit A- Grant Agreement Number R1176

Exhibit B- Commodity Description and Pricing

7.0 Modification of Agreement

This Agreement may only be modified or amended upon mutual written agreement of County and Vendor. No oral agreements or representations shall be valid or binding upon County or Vendor. No alteration or modification of the Agreement terms shall be valid or binding against County. Vendor may not unilaterally modify the terms of the Agreement by affixing additional terms by incorporating such terms onto the Vendor’s documents forwarded by Vendor for payment. County's acceptance of the Commodity furnished by Vendor or the payment for such shall not constitute acceptance of any proposed modification to terms and conditions.

8.0 Commodity Provided by Vendor

The Commodity to be provided by Vendor is described as noted in Exhibit "B", attached to this Agreement.

9.0 Compensation to Vendor

Compensation to be paid to Vendor for the furnishing and delivery of the Commodity is agreed to herein shall be per the unit pricing noted in Exhibit "B", attached to this Agreement

10.0 Payment of Payment Requests

10.1. Payment Requests

Requests for payment of the Commodity provided under the Agreement shall be submitted after shipment of such Commodity to County. No payment requests will be accepted by County for Commodity that are on back order. At a minimum, the payment requests shall include the Purchase Order Number, a description of the Commodity 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. County reserves the right to require any information from Vendor that County deems necessary to substantiate claims for remuneration. Upon receipt of Vendor’s payment request, County will review such to ensure that it is in proper order, and that the Commodity covered under the payment request have been received and accepted in accordance with this Agreement.

If it is found that the payment request is not in proper order, or the Commodity covered under the payment request has not been received or does not satisfy this Agreement, the payment request may be rejected.

10.2. 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 Commodity accepted to the satisfaction of County.

10.3. 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 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”.

10.4. Resolution of Payment Request Disputes

In the event of a dispute between Vendor 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 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.

10.5. Purchase Order

A purchase order will be issued to Vendor for each individual purchase of Commodity covered under this Agreement. Except under an "emergency request", Vendor shall not provide any Commodity to County until Vendor has received a purchase order from County. Vendor shall be permitted to accept an order to provide Commodity under an emergency purchase without a purchase order; however, such request from County must be transmitted to the Vendor via facsimile or e-mail. The written transmission order must be submitted with any payment request submitted by the Vendor for such emergency requests.

10.6. ACH Enrollment

All Vendors will be required to complete an “Authorization Agreement for ACH Credits Enrollment Form”. Payments will be deposited directly into Vendor'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.

11.0 Transportation and Delivery

Transportation of the Commodity shall be detailed in the Purchase Order. Vendor, within ten (10) days after receiving a purchase order, shall notify County of any potential delivery delays. Evidence of inability or intentional delays shall be cause for cancellation of the Agreement and Vendor suspension.

12.0 Warranty

The manufacturer's warranty shall apply to all Commodity provided under the Agreement against defects in materials and workmanship for a minimum period of one (1) year from County's acceptance of the Commodity. Should any defects appear during the warranty period, Vendor shall assist County with filing a warranty claim with the manufacturer immediately upon receipt of written notice from County, at no additional expense to County.

The warranty shall also include 24/7 technical and reach back support for assistance with data interpretation or technical issues, and all software / library updates.

13.0 Public Records

Vendor will keep and maintain public records required by the County to obtain the Commodity. Upon request from the County’s custodian of public records, Vendor 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 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 does not transfer the records to the County. Upon completion of the Agreement, Vendor will transfer, at no cost, to the County all public records in possession of the Vendor or keep and maintain public records required by County to obtain the Commodity. If Vendor transfers all public records to County upon completion of the Agreement, Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Vendor keeps and maintains public records upon completion of the Agreement, 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 system of the County. If Vendor 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 HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES, TO VENDOR’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.

14.0 Records of Costs

Records of costs incurred under terms of this Agreement will be maintained and made available upon request to County at all times during the term of this Agreement and for five (5) years after the expiration or termination of the Agreement. Copies of these documents and records will be furnished to County upon request. Records of costs incurred will include Vendor’s general accounting records and the project records, together with supporting documents and records, of Vendor, their suppliers, and subcontractors, performing Work on the project, and all other records of Vendor, their suppliers and subcontractors considered necessary by County for a proper audit of project costs.

15.0 Minimum Insurance Requirements

Vendor shall procure and maintain for the duration of the Agreement contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Vendor, its agents, representatives, employees, or subcontractors. The coverages, limits or endorsements required herein protect the primary interests of County, and these coverages, 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 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, is not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Vendor under this contract.

15.1. Commercial General Liability

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

15.2. Other Insurance Provisions

15.2.1 Vendor 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.

15.2.2 The project’s Bid number shall be noted on the certificate. ITB 26-069

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

15.2.4 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. The coverage shall contain no special limitation on the scope of protection afforded to the County, its officials, employees, or volunteers.

15.2.5 Vendor'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 insurance and shall be non-contributory.

15.2.6 For all policies of insurance: Vendor 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 mailto:RMLO@CITRUSBOCC.COM 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.

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

15.2.8 It is the Vendor's responsibility to ensure that all subcontractors comply with these insurance requirements. The Vendor 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.

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

15.2.10 All Certificates must show that the Vendor's policies have been endorsed per the requirements.

16.0 Indemnification

Vendor shall indemnify, save and hold harmless, DHS, FDEM, County and all its officers, agents or employees from and against any and all causes of action, demands, claims, losses, liabilities and expenditures of any nature whatsoever, including defense costs and fees, caused by intentional or negligent acts of, or omissions of, Vendor, 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 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 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 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 County, any sums due Vendor 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.

17.0 Termination of Agreement

17.1 Termination by County for Cause: In the event Vendor fails to honor any terms of the Agreement or abide by any statutory, regulatory, or licensing requirements, County may terminate the Agreement for cause by first notifying Vendor in writing, specifying the nature of the default. Vendor shall have ten (10) business days to cure such default. If after the ten-day notice, Vendor has not cured the default, termination shall become final. Except for defaults of its subcontractors at any tier, Vendor shall not be liable for any excess costs if the failure to perform the Work arises from events completely beyond the control, and without the fault or negligence of Vendor. If, after termination, it is determined that Vendor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of County. In the event of termination for cause, County will be responsible for compensating Vendor only for the completed or partially completed Work up to the date of suspension, less any expenses incurred by County as a result of the default. Termination of the Work shall not entitle Vendor to any loss of anticipated profit under this provision. The rights and remedies of County in this clause are in addition to any other rights and remedies provided by law or under the Agreement.

17.2 Termination for Convenience: Either party may terminate this Agreement by giving the other party thirty (30) days written notice. Upon receiving a notice of termination, Vendor shall immediately comply with the notice, stopping all work in-progress and not perform any further Work. In the event of termination, County will be responsible for compensating Vendor only for the completed or partially completed Work up to the date of termination. Termination of the provision of the Work shall not entitle Vendor to any loss of anticipated profit under this provision.

If the termination is for the convenience of County, Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed Work.

If the termination is for failure of Vendor to fulfill the contract obligations, County may complete the work by contact or otherwise and Vendor shall be liable for any additional cost incurred by County.

18.0 Additional Terms and Conditions

18.1. Advertising

Subject to Chapter 119, Florida Statutes, Vendor 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 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.

18.2. Assignment

Neither County nor Vendor 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 remains secondarily liable for performance of the Agreement, unless County expressly waives such secondary liability.

18.3. Bankruptcy or Insolvency

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

18.4. Compliance with Laws

Vendor 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, 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, Code of Federal Regulations and all prohibitions against discrimination on the basis of race, religion, sex, creed, age, national origin, disability, genetic information or veteran’s status. Violation of such laws shall be grounds for termination of the Agreement.

18.5. Conflict of Interest

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

"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."

18.6. County, State or Federal Funds

If sufficient funding is not available to complete the purchase of Commodity, County reserves the right to modify the terms and conditions of the Agreement to change the quantities of Commodity in Exhibit B to reduce the cost to match any available funding. If such modifications of Exhibit B are not feasible, or if funding has been totally exhausted prior to Vendor's delivery, 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 may not expend any County funds for the purpose of lobbying the legislature, or local, state, or federal agencies.

18.7. Debarment and Suspension

Vendor 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.

A contract or subcontract shall not be awarded to parties listed on the government-wide exclusions in the System for Award Management (SAM). SAM Exclusions is the list maintained by the General Services Administration that contains the names of parties that are debarred, suspended, or otherwise excluded, or declared ineligible under statutory or regulatory authority other than Executive Order 12549.48 SAM.

Exclusions can be accessed at www.sam.gov.

18.8. Discriminatory Vendor

Vendor 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, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with public entity.

18.9. Dispute Resolution

For any dispute concerning fulfillment 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. Should a mutual agreement not be reached, County shall render a decision and reduce such to writing and serve a copy on Vendor. The decision shall be final and conclusive.

18.10. Drug Free Workplace

Vendor 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).

http://www.sam.gov/

18.11. Employees, Subcontractors and Agents

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

18.12. Equal Employment Opportunity

Vendor shall not discriminate on the basis of race, color, sex, creed, age, national origin, religion, disability or genetic information 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; Title 49 CFR 23 and 49 CFR 26 for Disadvantaged Business Enterprises; Age Discrimination Act of 1975 (42 U.S.C. § 6101, et seq.), Title 49 CFR 21; 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 statute. Vendor shall furnish pertinent information regarding its employment policies and practices as well as those of their proposed subcontractors as the Secretary of Labor or County may require. The above shall be required of any subcontractor hired by Vendor. All Equal Employment Opportunity requirements shall be included in all non-exempt subcontracts entered into by Vendor. Subcontracts entered into by Vendor, shall also include all other applicable labor provisions. No subcontract shall be awarded to any non-complying subcontractor. Additionally, Vendor 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 shall comply with all state laws and local ordinances, except when preferential consideration of local in-state subcontractors is NOT allowed for grant funded projects.

18.13. E-Verification System

Vendor and its subcontractors shall utilize the U.S. Department of Homeland Security’s E-Verify system, https://e-verify.uscis.gov/emp, in accordance with Section 448.095, Florida Statutes, to verify the employment eligibility of: (1) all persons employed by Vendor during the contract term to perform any duties within Florida, and; (2) all persons, including subcontractors, assigned by Vendor to perform work pursuant to this Contract. Vendors meeting the terms and conditions of the E-Verify System are deemed to be in compliance with this provision. Vendor 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 its subcontractors has knowingly violated Section 448.095, Florida Statutes.

18.14. Force Majeure Event, Notice of Delay, and No Damages for Delay

Vendor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Vendor or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, hurricanes, or other similar cause wholly beyond Vendor’s control, or for any of the foregoing that affect suppliers if no alternate source of supply is available to Vendor. In case of any delay Vendor believes is excusable, Vendor shall notify County in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) days after the cause that creates or will create the delay first arose, if Vendor could reasonably foresee that a https://e-verify.uscis.gov/emp delay could occur as a result, or, (2) if delay is not reasonably foreseeable, within five (5) days after the date Vendor first had reason to believe that a delay could result. THE FOREGOING SHALL CONSTITUTE VENDOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages shall be asserted against County. Vendor shall not be entitled to payment of any kind from County for direct, indirect, consequential, impact or other costs, expenses, or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist Vendor shall continue to provide the Commodity at no increased cost, unless County determines, in its sole discretion, that the delay will significantly impair the value of the Agreement to County, in which case County may terminate the Agreement in whole or in part.

18.15. 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 chosen by County.

18.16. Immigration and Nationality Act

Vendor 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 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 knowingly employs unauthorized aliens.

18.17. Lobbying

Vendor 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.

18.18. Non-Collusion

Vendor 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 intends to fulfill the order of Commodity with its own bonafide employees or subcontractors and has not provided a response for the benefit of another Vendor. Furthermore, Vendor certifies that its affiliates, subsidiaries, directors, officers, and employees are not currently under investigation by any governmental authority and have not in the last ten (10) years been convicted or found liable for any act prohibited by law in any jurisdiction, involving conspiracy or collusion with respect to submitting a Bid/Response on any public contract.

18.19. Protection of Persons

Vendor will be responsible for the safety of its employees and the employees of its subcontractors, during the fulfillment of this purchase Agreement. Vendor will be responsible for initiating, maintaining, and supervising all safety programs in connection with the fulfillment in accordance with applicable safety standards and regulations, as promulgated by the United States Occupational Safety and Health Act.

Vendor shall report promptly to County any accident or unusual occurrence during the fulfillment of Commodity, including personal injury or death to any Vendor employee, subcontractor employee or any member of the public, or any damage to any of County's property.

18.20. Public Entity Crime

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 Work 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 services as a vendor/contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017, Florida Statutes for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list.

18.21. Relationship

Vendor is an independent Vendor to County and is not an employee, agent, joint-venture, or partner of County.

18.22. Risk of Loss

Until the Commodities have been accepted by County, risk of loss or damage to the Commodity and any materials, equipment, supplies or work product, whether partially or fully completed, that are associated with the Commodity, or the ordering of or delivery of same, shall remain with Vendor

18.23. Security

A. Confidentiality: Vendor shall comply fully with all security procedures of County in the performance of the Agreement. Vendor shall not divulge to third parties any information obtained by Vendor or its agents, distributors, resellers, subcontractors, officers, or employees in the course of the provision of the Work without the written consent of County. However, Vendor shall be permitted to release information to third parties if such information is publicly available through no fault of Vendor, information that Vendor developed independently without relying on County’s information, or information that is otherwise obtainable under State and Federal law as a public record. To ensure confidentiality, Vendor shall take appropriate measures as to its personnel, agents, and subcontractors. The warranties of this paragraph shall survive the Agreement.

B. Cybersecurity: Vendor shall take commercially reasonable measures to protect and secure electronic data. Vendor’s products and Work shall comply with the standards and practices established by the National Institute of Standards and Technology Cybersecurity Framework and the Florida Cybersecurity Act, federal and state regulations, statutes, rules, and requirements applicable to any data in Vendor’s or its affiliates or subcontractor’s control. Vendor’s, its affiliates, and subcontractors’ employees shall have completed level II background checks when required by federal, state, or local law. The warranties of this paragraph shall survive the Agreement.

C. Security of Information: Vendor and its subcontractor(s) must implement technical and organizational measures to ensure security of processing personally identifiable information (PII), payment card industry data security standard (PCI), personal health information (PHI), confidential or protected data. Vendor must provide for the security of such information by using appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections and audits. Vendor agrees to maintain reasonable network security that, at a minimum, includes a network firewall. The warranties of this paragraph shall survive the Agreement.

D. Security Incident Notification and Action: If Vendor becomes aware of a cybersecurity event or security incident, Vendor must: notify County, in writing, within twenty-four (24) hours of becoming aware of any confirmed or suspected cybersecurity incident or threat; investigate such incident or threat; conduct an analysis of the cause of such incident; and provide County with periodic updates of any ongoing investigation. Vendor shall implement an appropriate plan to remediate the cause of such security incident and mitigate any loss or compromise of data due to the security incident. Vendor shall also provide notification of the security incident to potentially affected persons; credit monitoring services; identification protection services; a call center established and operated by Vendor; notification to any regulatory authorities; and any other functions, services or penalties as may be required by law. The warranties of this paragraph shall survive the Agreement.

18.24. Severability

If a court deems any provision of the Agreement void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect.

18.25. Survival

All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason.

18.26. Taxes

County is a political subdivision of the State of Florida and holds a State of Florida Sales Tax Exemption Certificate (No. 85-8012621778C-1). All sales made by Vendor to County are exempt provided County makes payment directly to Vendor. Otherwise, the Vendor shall pay all applicable sales, consumer, use and other similar taxes required to be paid by Vendor in accordance with the laws and regulations of the State of Florida. County will not pay for any personal property taxes levied on Vendor or for any taxes levied on Vendor’s employees’ wages.

18.27. Waiver

The delay or failure by County to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of County’s right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right by County.

18.28. Inspector General

Vendor agrees to comply with the Inspector General in any investigation, audit, inspection, review, or hearing performed pursuant to Section 20.055, Florida Statutes.

18.29. Patent and Copyright Responsibility

County and Vendor shall retain ownership of all of its own intellectual property, including inventions and methods, trademarks, software interfaces, programs and applications, data, databases, graphics, trade secrets or proprietary information, aesthetic design, format, and layouts. All tracings, plans, specifications, maps, and public County records obtained under this Agreement, 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 County of said document(s), County will become the custodian thereof in accordance with Chapter 119, Florida Statutes. Vendor 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. For clarity, all underlying public information and records upon which Vendor furnishes its services shall remain the property of the County, and all right, title, and interest in its software and online systems, including the report designs and aesthetics generated therefrom, remain the intellectual property of Vendor and are not “works made for hire.” Any material or design supplied by Vendor, pursuant to this Agreement, shall not knowingly infringe any patent or copyright. Vendor shall be solely responsible for securing any necessary licenses required for patented or copyrighted material utilized by Vendor in the performance of this Agreement.

18.30. Cooperative Purchasing

If applicable, pursuant to Vendor's own governing laws, and subject to agreement of Vendor, 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, and County shall not be a party to any transaction between Vendor 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.

19.0 Subcontracts

Vendor agrees to include in all subcontracts, that the subcontractor is bound by the terms of this Agreement, and the subcontractor is bound by all applicable county, state and federal laws and regulations.

20.0 Appendix II to Part 200 Contract Provisions for Non-Federal Entity Contracts under Federal Awards

Vendor and any of Vendor’s Subcontractors shall comply with the requirements set forth in the “Appendix II to Part 200" Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200/appendix- Appendix%20II%20to%20Part%20200.

21.0 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements:

Vendor and any of Vendor’s Subcontractors shall comply with the requirements set forth in the “2 CFR, Part 200,” https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200 and the Florida Single Audit Act, Florida Statute, Section 215.97.

22.0 Grant Agreement

Vendor must comply with the terms and conditions of the Grant Agreement Number R1176, Exhibit A, and all federal, state, and local laws and regulations applicable to the Agreement.

23.0 Accessible Electronic Information Technology

Vendor must provide electronic and information technology resources in complete compliance with the accessibility standards provided in Rule 60-8.002, F.A.C., as modified from time to time.

24.0 Human Trafficking for Nongovernmental Entities

Vendor shall comply with the requirements set forth in Florida Statute Section 787.06.

25.0 No Preference for Social/Political Interests

Pursuant to Section 287.05701, Florida Statutes, considering social, political, or ideological interests in government contracting is prohibited.

26.0 Sovereign Immunity

Nothing contained within the terms of this Agreement shall be deemed to waive any protections afforded under Section 768.28, Florida Statutes, or any similar provisions of law.

27.0 Authority

Each person signing the Agreement warrants that he or she is duly authorized to do so and to bind the respective party to the Agreement.

https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200/appendix-Appendix%20II%20to%20Part%20200 https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200/appendix-Appendix%20II%20to%20Part%20200 https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200

IN WITNESS WHEREOF, this Agreement is accepted by the parties as of the date noted below.

TBD

Signature of Witness (1)

Printed Name of Witness (1)

__________________________ BY: _____________________________

Signature of Witness (2) Designated Contact Person as to Vendor

Printed Name of Witness (2)

STATE OF ____________________

COUNTY OF __________________

The foregoing instrument was acknowledged before me, by means of ⃞ physical presence or ⃞ online notarization, this ___________ day of ______________________________, 2026, by

______________________________________________________as

__________________________ _________________________________________who is ⃞ personally known to me or ⃞ who produced ____________________________ as identification.

Witness my hand and official seal this _______ day of ___________________, 2026.

NOTARY PUBLIC Signature

Printed Name: __________________________

Commission No.: ________________________

Expiration Date: ________________________

SEAL

CITRUS COUNTY, FLORIDA, A POLITICAL

SUBDIVISION OF THE STATE OF FLORIDA

ATTEST:

_______________________________ BY: __________________________________

TRACI PERRY, CLERK DIANA FINEGAN, CHAIRMAN

DATE: ________________________________

Official use only