ITB_26-196_Sample_Agreement_Final.pdf

DEP Agreement No. LPQ0030 SWFWMD Agreement No. 20CF0002698

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

ITB 26-196 Southwest Regional Water Reclamation Facility (SWRWRF) - Reclaimed Water System

Contract #: ITB 26-196

Grant Funded by the State of Florida Department of Environmental Protection (DEP), Agreement No. LPQ0030, and the Southwest Florida Water Management District (SWFWMD), Agreement No. 20CF0002698, for the Sugarmill Woods Golf Course Reuse Project

CITRUS COUNTY, FLORIDA

A political subdivision of the State of Florida

Department of Management & Budget 3600 W. Sovereign Path, Suite 266

Lecanto, FL 34461

This Agreement is entered into by the parties on __________ day of _________________________, 202_

1. Parties

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

TBD, (Contractor)

2. Designated Contact Person as to County

Jeanette Smith, Water Resources Project Manager Citrus County Utility Planning & Engineering

3600 W. Sovereign Path, Ste 291 Lecanto, Florida 34461 Phone: 352-527-7649

Email: jeanette.smith@citruscounty.gov

3. Designated Contact Person as to Contractor

TBD

Phone:

Email:

4. Designated Contact Person as to Agent

Troy Hays, P.G.

Sr. Manager, Engineer of Record

Jones Edmunds & Associates, Inc.

13545 Progress Boulevard, Ste 100

Alachua, Florida 32615 Phone: 352-377-5821

Email: thays@jonesedmunds.com

5. Notices

All notices between County and 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.

6. Entire Agreement

This Agreement, and its associated Documents referenced herein, together with any executed Addenda, shall constitute the entire Agreement between Contractor and County (hereinafter referred to as the “Agreement”). In resolving conflicts, errors, discrepancies, and disputes concerning the Scope of Work 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 State of Florida Department of Environmental Protection (DEP) Grant Agreement No. LPQ0030, (4) provisions of the Southwest Florida Water Management District (SWFWMD) Grant Agreement No. 20CF0002698, (5) provisions of the Invitation to Bid, 6) provisions of Contractor's Bid, (7) provisions of the Purchase Order, and (8) provisions contained in any governmental regulation incorporated herein by reference. There are no understandings or agreements except as herein expressly stated.

7. Project Design

The Project Design has been prepared by the Agent for the County. The County’s Agent shall assume all duties and responsibilities and shall have the rights and authority assigned to them under the Agreement Documents with respect to the plans and specifications, in accordance with the Contract Documents.

8. Agreement Documents

1. Exhibit "A" - Scope of Work

2. Exhibit “B” - Compensation to Contractor

9. Duration of Agreement and Commencement of Work

The term of the Agreement shall begin on the date the Agreement is executed by the County and shall continue until the Work is accepted by the County. Contractor shall commence ordering materials and equipment within ten (10) calendar days after receipt of a Purchase Order and/or a Notice to Proceed (NTP) from the County. Contractor shall reach Substantial Completion within Three Hundred Sixty-Five (365) calendar days after the start date set forth in the NTP and shall reach Final Completion within Five Hundred Forty-Eight (548) calendar days after the start date set forth in the NTP. Contractor will proceed with the Work at such rate of progress to ensure full completion within the Contract Time. It is expressly understood and agreed, by and between Contractor and County, that the Contract Time for the completion of the Work described herein is a reasonable time, taking into consideration the average climatic and economic conditions and other factors prevailing in the locality of the Work.

10. Modification of Agreement

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

11. Work Provided by Contractor

The Work to be performed by the Contractor shall be as described in the Technical Specifications, Drawings, and other Contract Documents included with ITB 26-196, which are incorporated herein by reference. A summary of the Scope of Work is attached to this Agreement as Exhibit "A". If the County identifies any additional Work not included within the original scope of this Agreement, such additional Work shall be made a part of this Agreement by written amendment to the Agreement

12. Compensation to Contractor

Compensation payable to Contractor for the Work shall be in accordance with the prices set forth in Exhibit “B,” Compensation to Contractor, attached hereto and incorporated herein by reference.

13. Remittance of Payment Requests

13.1. Payment Requests

Requests for payment for the Work 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 Work performed, a Partial Consent of Surety, 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 Contractor that County deems necessary to substantiate claims for remuneration. Upon receipt of Contractor's payment request, County will review such to ensure that it is in proper order, and that the Work has been completed in accordance with this Agreement. If it is found that the payment request is not in proper order, or the Work covered under the payment request does not satisfy this Agreement, the payment request may be rejected.

13.2. Prompt Payment

County shall remit payment for 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 Work completed to the satisfaction of County.

13.3. 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 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 remit payment in accordance with Chapter 218, Part VII of the Florida Statutes “Local Government Prompt Payment Act”.

13.4. Resolution of Payment Request Disputes

In the event of a dispute between the Contractor and the County regarding all or any portion of a payment request, the County shall review and issue a written determination regarding the disputed amount. Any undisputed portion of a properly submitted payment request shall be paid in accordance with this Agreement and applicable law. The County shall commence its review of the disputed payment request within forty-five (45) business days after receipt of the payment request and shall issue a final determination within sixty (60) business days after receipt. Nothing in this section shall be construed to prohibit either party from seeking relief in a court of competent jurisdiction, and any such action may be heard de novo.

13.5. Purchase Order

Although an Agreement will be executed by County and Contractor for the Work being performed by Contractor, a purchase order will also be issued to Contractor for the purpose of facilitating payment to Contractor. Except under an "emergency request", Contractor shall not perform any Work for County until Contractor has received a purchase order and/or Notice to Proceed from County. Contractor will be permitted to accept an order to perform Work under an emergency purchase without a purchase order;

however, such request from County must be transmitted to the Contractor via facsimile or e-mail. The written transmission order must be submitted with any payment request submitted by the Contractor for such emergency requests.

13.6. Progress Payments

Contractor may submit progress payment requests to County for partial completion of the Work. If County makes payment of progress payments to Contractor which is attributable to any Work performed by any of

Contractor’s suppliers, or subcontractors, Contractor shall remit payment for such from the progress payments to those suppliers or subcontractors. All Work covered by progress payment requests shall become the sole property of County. However, this shall not be construed as relieving Contractor of the sole responsibility for the care and protection of the Work which has been completed, even if Contractor remains in possession and control of such Work, or as a waiver of the right of County to require Contractor to fulfill all of the terms of the Agreement.

13.7. Payments to Subcontractors

When Contractor receives from County any payment for Work covered under the Agreement, Contractor must pay such moneys received to each subcontractor or supplier in proportion to the percentage of Work completed by each subcontractor or supplier within ten (10) business days after Contractor's receipt of payment. If Contractor receives less than full payment, then 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 Contractor for labor, Work, or materials furnished by sub-subcontractors or suppliers hired by the subcontractor, the subcontractor must remit payment due to those sub-subcontractors or suppliers within seven (7) business days after the subcontractor's receipt of payment from Contractor.

13.8. 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 Contractor's general accounting records and the project records, together with supporting documents and records, of Contractor, their suppliers, and subcontractors, performing Work on the project, and all other records of Contractor, their suppliers and subcontractors considered necessary by County for a proper audit of project costs.

13.9. Right to Withhold

Except for issues arising from contract indemnification provisions, County will have the right to retain out of any payment due Contractor under this Agreement an amount sufficient to satisfy any amount due and owing to County by Contractor on any other Agreement between Contractor and County. County may withhold payment on any invoice in the event that Contractor is in default under any provision of this Agreement or any other Agreement between Contractor and County as of the time of processing the invoice or as of the time payment is made available on the invoice. This right to withhold will continue until such time as the default has been cured, and, upon cure, County will have the right to retain an amount equal to the damages suffered as a result of the default.

13.10. Final Payment

Once the Work has been completed, delivered to, and accepted by County, and provided there are no outstanding disputes, no outstanding security claims, claims or demands between County and Contractor, Contractor may submit a final payment request to County. Upon receipt of such, County shall pay the retainage withheld to Contractor.

13.11. Retainage

Pursuant to Section 255.078, Florida Statutes, County may withhold an amount from each payment made to Contractor as retainage. Provided there are no outstanding disputes between County and Contractor, no outstanding surety claims, and no outstanding claims or demands by County or Contractor, County shall make payment of such retainage to Contractor in accordance with Sections 255.077 and 255.078, Florida Statutes. If County makes payment of retainage to Contractor which is attributable to any subcontracted

Work or equipment and materials provided by suppliers, Contractor shall remit payment to those subcontractors and suppliers from the retainage.

13.12. ACH Enrollment

All Contractors will be required to complete an “Authorization Agreement for ACH Credits Enrollment Form”.

Contractor payments will be deposited directly to 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.

13.13. Payment Application

Contractor shall submit payment applications to the County using the AIA Document G702 – Application and Certificate for Payment, together with AIA Document G703 – Continuation Sheet, or such other forms as may be approved by the County.

Each payment application shall be properly completed and certified by the Contractor and shall include all supporting documentation required by the Contract Documents. Contractor’s certification shall attest to the accuracy and completeness of the payment application and the Work for which payment is requested.

Contractor’s payment application and certification shall be notarized prior to submission to County. Payment applications that are incomplete, improperly certified, or not properly notarized may be returned to Contractor for correction and resubmission.

Submission of a payment application does not constitute acceptance or approval of the Work by County and does not waive any rights or remedies available to the County under the Agreement.

14. Liquidated Damages

If the Work covered under an executed Agreement is not completed within the contract time or approved extensions, County may incur damages that are difficult to assess. Successful Bidder agrees to pay County liquidated damages (but not as penalty) in the amounts established in the schedule below for each day completion is delayed beyond the specified deadline. Sundays and legal holidays shall be excluded in determining days in default.

Original Contract Amount Daily Charge Per Calendar Day

$299,999 and under .................................................................$1,318

$300,000 but less than $2,000,000...........................................$1,609

$2,000,000 but less than $5,000,000........................................$2,529

$5,000,000 but less than $10,000,000......................................$3,498

$10,000,000 but less than $20,000,000....................................$4,752

$20,000,000 but less than $40,000,000....................................$6,703

$40,000,000 and over ............................................................. $11,171 plus 0.00005 of any amount over $40 million (Round to nearest whole dollar)

If Successful Bidder has promptly given written notice of any such delay to County, Successful Bidder shall not be charged with liquidated damages or any excess cost when the delay in completion of the Work is due to the following:

a. Any preference, priority, or allocation order duly issued by County;

b. Any unforeseeable causes beyond the control and without the fault or negligence of Successful Bidder, including but not restricted to, acts of God, or of the public enemy, acts of County, acts of another contractor in the performance of a contract for County, fires, floods, strikes, freight embargoes, and abnormal and unforeseeable weather;

c. Any delays of Subcontractor occasioned by any of the causes specified in (a) and (b) of this Section.

15. Warranties

15.1. Warranty of Ability to Perform

Contractor warrants, to the best of their knowledge, that 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 Contractor's ability to satisfy its obligations under the Agreement.

15.2. Warranty Against Defects in Workmanship

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

15.3. Warranty of Standard Care

In the performance of Work, Contractor will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities. Contractor will use due care in performing Work and will have due regard for acceptable professional standards and principles. 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 Work performed by Contractor fails to comply with the foregoing warranties, and County notifies Contractor of such, Contractor shall, at their own expense, promptly re-execute the nonconforming Work. All such re-executed Work shall be performed on a mutually agreed upon schedule. Contractor hereby assigns to County the benefits of any of Contractor's suppliers or subcontractor’s warranties. Such assignment shall not relieve Contractor of its warranty obligations for performance or standard of care due County under this Agreement.

15.4. Warranty of Title

Title to any work product furnished by 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 Work of Contractor. When title passes to County in accordance with the Agreement, Contractor warrants that the work product furnished will be free and clear of all security interests, liens and encumbrances or claims of any party.

16. Public Records

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

OF CHAPTER 119, FLORIDA STATUTES, TO 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@CITRUSCOUNTY.GOV.

17. Insurance

During the term of the Agreement, 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 the Contractor. Contractor shall provide to County a certificate(s) of insurance, evidencing such coverage.

17.1. Minimum Insurance Requirements

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 work hereunder by the 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 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 Contractor under a contract.

17.2. Commercial General Liability

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

17.3. Automobile Liability

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 Contractor does not own vehicles, 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.

17.4. Workers Compensation and Employer’s Liability

1. 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 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.

2. For any officer of a Contractor that has exempt status as an individual, the County requires proof of workers compensation insurance coverage for that 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.

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.

17.5. Cyber Insurance

If any operations to be undertaken by 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, 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.

17.6. Pollution Liability

Contractor shall maintain Pollution Liability Insurance providing coverage for Bodily Injury and Property Damage, with limits of not less than $1,000,000 per claim.

17.7. Other Insurance Provisions

1. The Contractor shall provide the County with a Certificate of Insurance evidencing the required coverage. The Certificate of Insurance shall provide for thirty (30) days’ advance notice of cancellation, except for cancellation due to nonpayment of premium, for which ten (10) days’ advance notice shall apply, subject to the terms of the applicable insurance policy. The certificate shall indicate whether coverage is provided on a claims-made or occurrence basis. If any coverage is provided on a claims-made basis, the certificate shall identify the retroactive date, which shall be the same as or earlier than the effective date of the original Agreement and shall remain unchanged upon renewal.

2. The project’s Bid number shall be noted on the certificate. ITB 26-196

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

4. Citrus County, Florida, a political subdivision of the State of Florida, its officials, employees, and volunteers, as well as the State of Florida Department of Environmental Protection (DEP), its officials, employees, and volunteers, and Southwest Florida Water Management District (SWFWMD), 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, DEP, and SWFWMD, their officials, employees, or volunteers.

5. Contractor’s insurance coverage shall be primary insurance with respect to County, its officials, employees, and volunteers. Any insurance or self-insurance maintained by County, its officials, employees, or volunteers shall be excess of Contractor’s insurance and shall be non-contributory.

6. For all policies of insurance: 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.

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.

8. It is the Contractor’s responsibility to ensure that all subcontractors comply with these insurance requirements. The 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.

9. All required insurance policies must be written with an insurance carrier having a minimum A.M.

Best rating of A-.

10. All Certificates must show that the Contractor’s policies have been endorsed per the requirements.

11. Once ALL paperwork is completed and received by the County, an email will be sent to Contractor asking Contractor to register online with myCOI, https://mycoitracking.com. It is critical that Contractor provides the County 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 Contractor’s insurance agent(s). This information must be available at the time of registration. Once Contractor has registered and entered the email address for its insurance agent(s), an email will be sent to the insurance agent(s) requesting them to upload Contractor’s Certificate of Insurance (COI) directly into the myCOI website. Certificates of Insurance cannot be mailed, emailed or faxed to County. Contractor will not be allowed to begin work and no payments will be made until registration is completed and a compliant COI is received from Contractor’s insurance agent(s). This is a yearly requirement for the duration of the Agreement.

18. Indemnification

Contractor shall indemnify and hold harmless County, its officers, agents, and employees from liabilities, damages, losses, and costs, including but not limited to, reasonable attorney’s fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor, including any subcontractors, in the performance of the construction contract.

Neither Contractor nor any of its officers, agents, or employees shall be liable under this Section for damages arising out of injury or damage to persons or property directly caused by or resulting from the sole negligence of County or any of its officers, agents, or employees. 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 Contractor under this Agreement may be retained by County until all of County’s claims for indemnification pursuant to this Agreement have been settled or otherwise resolved. Any amount withheld shall not be subject to payment of interest by County.

19. Change Orders

County may at any time, as the need arises, order changes within the scope of the Work 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 Work, an equitable adjustment shall be authorized by way of a Change Order and shall require an amendment to this Agreement executed by both parties. The County also may at any time, by issuing a Field Order, make changes in the details of the Work. Contractor shall proceed with the performance of any changes in the Work so ordered by County unless Contractor believes that such Field Order entitles it to a change in Contract Price or Time, or both, in which event Contractor shall give County written notice thereof within fifteen (15) calendar days after the receipt of the ordered change, and Contractor shall not execute such changes pending the receipt of an executed Change Order, amendment to this agreement, or further instruction from County

20. Termination of Agreement

20.1. Termination for Cause

In the event Contractor fails to honor any term of the Agreement or abide by any statutory, regulatory, or licensing requirements, County may terminate the Agreement for cause by first notifying Contractor in writing to specify the nature of the default. Contractor shall have ten (10) business days to cure such default. If after the ten-day notice Contractor has not cured the default, termination shall become final. Except for defaults of Subcontractors at any tier, Contractor shall not be liable for any excess costs if the failure to perform the Work arises from causes completely beyond control and without fault or negligence of Contractor. If it is later determined that the Contractor was not in default, or that any default was excusable, the termination shall be deemed a termination for the County's convenience, and the rights and obligations of both parties shall be the same as if the contract had originally been terminated for convenience. In the event of termination for cause, County will be responsible for compensating Contractor only for the Work completed or partially completed as of the effective date of suspension, less any expenses incurred by County as a result of the default. Termination of Work shall not entitle Contractor 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.

20.2. 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, Contractor shall immediately comply with the notice, ceasing all work and/or performance of Services. In the event of termination, County will be responsible for compensating Contractor only for the Work satisfactorily completed or partially completed up to the date of termination.

Termination of Work shall not entitle Contractor to compensation for loss of anticipated profit under this provision.

20.3. Notice of Termination for Default

County may terminate this contract, in whole or in part, for County convenience or because of the failure of Contractor to fulfill the contract obligations. County shall terminate by delivering to Contractor a Notice of Termination specifying the nature, extent, and effective date of termination. Upon receipt of the notice, Contractor shall immediately cease all work and/or performance of Services (unless the notice directs otherwise), and deliver to County all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process.

If the termination is for the convenience of County, County shall make an equitable adjustment in the contract price but will not allow anticipated profit for unperformed Work.

If the Agreement is terminated due to Contractor's failure to fulfill its contractual obligations, County reserves the right to fulfill the remaining Work through another contractor or by other means, and Contractor shall be liable for any additional costs incurred by County.

Nothing in this Section shall be construed as limiting the County’s rights and remedies in the event of termination of this Agreement.

21. Licenses and Certifications

Contractor and any subcontractor(s) shall possess and maintain, during the term of this Agreement, any and all licenses required to perform the Work covered under this Agreement as stipulated by the State of Florida and Citrus County Florida.

22. Payment and Performance Bonds

1. Contractor shall be required to provide County with Payment and Performance Bonds, each in the amount of one hundred (100%) percent of Contractor's total Contract Price, as evidence of faithful performance of this Agreement. Upon execution of this Agreement Contractor shall have ten (10) business days to provide the Payment and Performance Bonds to County, at which time Contractor's Bid Security shall be returned to Contractor. If Payment and Performance Bonds are not delivered to County within the stipulated time frame, Contractor shall be considered in default of this Agreement, and County shall have the right to cancel the Agreement and utilize the proceeds from Contractor's Bid Security to pay for expenses incurred by County as a result of such default.

2. Contractor is responsible for recording the Payment and Performance Bonds in the official records of Citrus County. The Contractor shall deliver a certified copy of the Bonds as recorded by the Clerk of Court.

3. The Bonds shall be in the format described in Section 255.05, Florida Statutes. The rating of the surety company shall be rated A.M. Best’s Rating of A-, VI or better. The surety company executing the Bonds must be authorized to transact business in the State of Florida. Attorney-in-Fact who signs the Bonds must file with each Bond a certified and effective date copy of their Power of Attorney. The Bonds must show the name, address, and phone number of the Contractor, Surety Company, and County. Furthermore, the Bonds must indicate the Bid Number, a general description of the project, and the address of the Project Site.

4. Should there be an increase in the Contractor’s total Price of more than ten percent (10%), Contractor shall be required to amend the value of the Payment and Performance Bonds accordingly. Contractor is responsible for recording the amended Bonds in the public records of Citrus County. Contractor shall deliver a certified copy of the amended Bonds as recorded by the Clerk of Court.

23. Additional Terms and Conditions

23.1. Advertising

Subject to Chapter 119, Florida Statutes, 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 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.

23.2. Assignment

Neither the County nor the Contractor may assign, transfer, or otherwise convey any of its rights or delegate any of its duties or obligations under this Agreement without the prior written consent of the other Party.

Any attempted assignment or transfer without such consent shall be void. If the County consents to an assignment, the Contractor shall remain secondarily liable for the performance of this Agreement unless the County expressly releases the Contractor from such liability in writing.

23.3. Bankruptcy or Insolvency

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

23.4. Contingency Allowance

Contractor agrees that a contingency allowance, if any, is for the sole use of County to cover anticipated costs. Contractor shall not proceed on any additional Work to be covered by contingencies until authorized in writing by County.

23.5. Compliance with Laws

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, age, national origin, disability, genetic information or veteran’s status. Violation of such laws shall be grounds for termination of the Agreement.

23.6. Conflict of Interest

Contractor covenants that it presently has no interest, and shall not acquire any interest, which would conflict in any manner or degree with the performance of the Work covered under this Agreement. Furthermore, Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for 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 Contractor, any fee, commission, percentage, gift, or other consideration contingent upon, or resulting from, the award or making of this Agreement. Contractor and its subcontractors at any tier, certify that they have not entered into any contract, subcontract, 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, or employee of Contractor or its subcontractors during its tenure, or for two years thereafter, has any interest, direct or indirect. 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."

23.7. Correction of Work

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

23.8. County, State, or Federal Funds

County's obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. If sufficient funding is not available for Contractor to complete the Work, County reserves the right to modify the terms and conditions of the Agreement and/or to change the Scope of Work to reduce the cost to match any available funding. If such modifications to the Scope of Work are not feasible, or if funding has been totally exhausted prior to Contractor's completion of its Work, 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, Contractor may not expend any County funds for the purpose of lobbying the legislature or local, state, or federal agencies.

23.9. Debarment

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.

23.10. Direct Purchase

The County reserves the right to purchase materials, equipment, and/or supplies directly from Contractor's suppliers in order to avoid the payment of applicable sales and use taxes.

23.11. Discriminatory Vendor

Contractor certifies that they are not subject to section 287.134, Florida Statutes, 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 of, or repair of, a public building or public work, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity.

23.12. Disposal of Wastes

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

23.13. Dispute Resolution

In the event of a dispute concerning the performance of this Agreement, including but not limited to, disputes arising from an alleged breach of contract, mistake, misrepresentation, or any other basis for contract modification or rescission, the County and Contractor shall first attempt in good faith to resolve the dispute through mutual agreement.

If the parties are unable to reach a mutually acceptable resolution, County shall issue a written decision setting forth its determination and shall provide a copy to Contractor. The County's decision shall be final and conclusive.

23.14. 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. Contractor will not copyright any material or 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.

23.15. Drug Free Workplace

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).

23.16. Employees, Subcontractors, and Agents

All Contractor's employees, subcontractors, and agents performing any of the Work under the Agreement shall be properly trained to meet or exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of certification or other proof of qualification. All employees, subcontractors, and agents of Contractor must comply with all security and administrative requirements of County. County may conduct, and Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent of Contractor. County may refuse access to, or require replacement of, any of Contractor's employees, subcontractors, and agents 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 Contractor of its obligation to perform all Work in compliance with the Agreement. County may reject and bar from any facility for cause, any of Contractor’s employees, subcontractors, or agents. County shall have the right to review and approve any subcontractor used by Contractor. 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 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.

23.17. Environmental Issues

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

23.18. Equal Employment Opportunity

Contractor 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.