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County of Flagler

INVITATION FOR BID

26-ITB-020

PEST CONTROL SERVICES

RELEASE DATE: July 28, 2026

RESPONSE DEADLINE: August 20, 2026, 2:00 pm

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

Invitation For Bid #26-ITB-020 Title: Pest Control Services

Table Of Contents

1. Introduction

2. General Terms and Conditions

3. Special Terms and Conditions

4. Insurance Requirements

5. Scope of Work

6. Pricing Proposal

7. Vendor Questionnaire

8. Definitions

9. Attachments/Exhibits

Attachments:

A - Purchase Order (PO) Terms & Conditions

1. Introduction

1.1. Summary

Flagler County is soliciting competitive sealed bids from qualified vendors to provide comprehensive pest control services across various County facilities. The Contractor will furnish all labor, equipment, materials, tools, transportation, supervision, and incidentals necessary to perform interior and exterior pest control in accordance with County standards.

Services must be conducted Monday–Friday between 8:00 AM and 5:00 PM (excluding County-recognized holidays), with personnel checking in with each facility’s building supervisor prior to service. Facilities must be treated at the prescribed frequency, and failure to service any location will result in a deduction equal to twice the monthly bid amount for that site.

Contractor shall provide proof of compliance with Chapter 482, Florida Statutes, including submission of the

FDACS Commercial Pest Control Business License number, the name and certification number of the Certified

Operator in Charge (COIC), and copies of FDACS-issued technician identification cards for all personnel performing services.

1.2. Contact Information

Kelly Bowman

Senior Procurement Analyst

1769 E Moody Blvd, Bldg 2

Bunnell, FL 32110

Email: kbowman@flaglercounty.gov

Phone: (386) 313-4096

Department:

General Services

Department Head:

Mike Dickson

Director

1.3. Timeline

Release Solicitation Date July 28, 2026

Question Submission Deadline August 10, 2026, 5:00pm mailto:kbowman@flaglercounty.gov tel:(386)313-4096

Final Addendum August 13, 2026

Proposal Submission Deadline and Bid

Opening

August 20, 2026, 2:00pm

3rd Floor Financial Services Conference Room

1769 East Moody Blvd Bldg. 2

Bunnell, FL 32110

Microsoft Teams meeting

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

Meeting ID: 249 111 037 544 672

Passcode: 8SA2ec79 https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting

2. General Terms and Conditions

2.1. Instructions to Bidders

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

2.2. Submission of Offers

The Flagler County Board of County Commissioners (“Flagler County” or “County”) is requesting bids for the service and/or product(s) detailed within this solicitation. If your company is interested in submitting a bid to provide this service and/or product(s), please provide the requested information in this solicitation, complete the included forms, and submit these documents with your response through OpenGov Procurement, at https://procurement.opengov.com/portal/flaglercounty by the date and time posted. The submission of responses prior to the specified date and time is solely and strictly the responsibility of the Bidder. Responses received after the posted date and time will not be considered. Additional information may be submitted with the response. No offer may be modified after acceptance. Terms and conditions differing from those in this solicitation may be cause for disqualification of the Response. Failure to provide the required information may result in the Response not being considered.

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

2.3. Purchase Order Terms and Conditions

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

Bid (ITB) shall apply unless otherwise noted.

2.4. Compliance with Ordinances, Regulations, and Laws

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

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

2.5. Agreement Cancellation

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

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

2.6. Bidder's Responsibility

https://www.sunbiz.org/

The Bidder, by submitting a Response, represents that:

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

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

3. Bidder shall submit documentation demonstrating compliance with FDACS supervision requirements, including written procedures describing how the Certified Operator in Charge supervises pest-control technicians as required under §482.091, F.S.

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

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

2.7. Execution of Offer

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

Bidder to the provisions therein. All spaces requesting information from the Bidder or asking a question of the

Bidder shall be completed.

2.8. Opening

Pursuant to Section 119.071, Florida Statutes, responses and the completed tabulation will be available for inspection within thirty (30) days of Solicitation opening. Contact the Office of Procurement and Contracts during regular business hours to inspect responses and the completed tabulation or go to the County's eProcurement Portal for inspection of the completed tabulation. The foregoing notwithstanding, if, prior to the County making responses available for inspection, the County rejects all responses and concurrently provides notice of the County’s intent to reissue the solicitation, then the County may avail itself of the exemption for rejected responses set forth in Section 119.071, Florida Statutes, to the extent such Section may apply.

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

In accordance with the American Disabilities Act and Section 286.26, Florida Statutes, persons with disabilities needing a special accommodation to participate in the proceedings, or a sign language interpreter to participate in any proceedings, should contact the Office of Procurement and Contracts at (386) 313-4008 two

(2) business days before any meeting date.

2.9. Public Records Law

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

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC

RECORDS AT 386-313-4001, PUBLICRECORDS@FLAGLERCOUNTY.GOV, BY MAIL, FLAGLER COUNTY BOARD OF COUNTY

COMMISSIONERS, OFFICE OF PROCUREMENT AND CONTRACTS , ATTN: ADMINISTRATION, 1769 E. MOODY BLVD, BLDG. 2, BUNNELL, FL 32110.

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

Contractor entering into a contract for services with the County is required to:

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

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

3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the

Contract term and following completion or termination of the Contract if the Contractor does not transfer the records to the County.

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

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

County.

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

County. If the County does not possess the records requested, the County shall immediately notify the

Contractor of such request, and the Contractor must provide the records to the County or otherwise allow the records to be inspected or copied within a reasonable time.

Contractor acknowledges that failure to provide the public records to the County within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. Contractor further agrees not to release any records that are statutorily confidential or otherwise exempt from disclosure without first receiving prior written authorization from the County. Contractor shall indemnify, defend, and hold the County harmless for and against any and all claims, damage awards, and causes of action arising from the Contractor’s failure to comply with the public records disclosure requirements of section 119.07(1), Florida Statutes, or by

Contractor’s failure to maintain public records that are exempt or confidential and exempt from the public records disclosure requirements, including, but not limited to, any third party claims or awards for attorney’s fees and costs arising therefrom. Contractor authorizes County to seek declaratory, injunctive, or other appropriate relief against Contractor from a Circuit Court in Flagler County on an expedited basis to enforce the requirements of this section.

2.10. Clarification, Correction of Entry, Minor Irregularities

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

2.11. Revisions, Addenda, Questions & Answers

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

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

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

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

Bidder shall ensure that they have reviewed all questions & answers and/or changes to this https://procurement.opengov.com/portal/flaglercounty https://procurement.opengov.com/portal/flaglercounty

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

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

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

5. Questions and exceptions shall be submitted before 5:00 pm on Thursday, August 20, 2026.

Thereafter, no further questions or exceptions will be accepted or reviewed by the County and

Bidder's right to submit questions or exceptions will terminate and any questions or exceptions not previously made shall be deemed waived. Oral representations will not be binding on the County.

2.12. Incurred Expenses

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

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

Contract.

2.13. Disadvantaged Businesses

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

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

2.14. Local Vendor Preference

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

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

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

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

Affidavit with its sealed bid.

2.15. Pricing

Unless otherwise specified, prices offered shall:

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

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

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

• include all expenses necessary to provide the service at the location specified (for services).

2.16. FOB Destination

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

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

2.17. Payment Terms

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

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

2.18. Unusual Costs

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

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

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

2.19. Additional Terms & Conditions

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

2.20. Taxes

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

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

2.21. Discounts

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

2.22. Meets/Minimum Specifications

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

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

2.23. Samples

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

2.24. Silence of Specifications

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

2.25. Change in Scope of Work/Service

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

mailto:purchasing@flaglercounty.gov

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

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

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

2.26. Governing Laws/Venue

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

Flagler County, Florida. By entering into this contract, Contractor and County hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to the contract and it's the prevailing party in litigation shall be entitled to costs and attorney’s fees.

2.27. Assignment

Contractor may not assign or otherwise convey Contractor’s rights and/or obligations under the contract without obtaining County’s prior written consent, which consent County may withhold, limit and/or condition in County’s sole discretion, including, but not limited to, requiring the Contractor or his/her proposed successor in interest to post a performance bond. Any consent by the County under this Section shall be by written amendment to the contract in a form and substance specified by the County in its sole discretion. If

Contractor desires to assign or otherwise convey its rights and/or obligations under the contract, Contractor shall, no less than thirty (30) days prior to the assignment’s proposed effective date, provide County with a written request for County’s consent. Failure to provide such notice may result in the County assessing a processing fee of Five Hundred Dollars (US $500.00); however, payment of such fee shall not entitle the

Contractor to the County’s acceptance or approval of its request for assignment.

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

2.28. Content of Solicitation/Response

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

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

2.29. Contract

The contents of this Solicitation and all provisions of the successful bid deemed pertinent by the County shall be incorporated into a contract and become legally binding on the selected Bidder and County. The content of the contract may contain changes as a result of the Solicitation process and the content of the submittal received. The contract shall, at minimum, include the substantive terms and conditions as outlined in the

Solicitation and be subject to review by the County Attorney or designee prior to approval and execution for determination of legal form and substantive sufficiency, and may contain an order of precedence and may contain those additional terms and conditions that the County deems in its best interest.

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

Order, contract, or change order, the Bidder should promptly contact the Office of Procurement and Contracts at (386) 313- 4008.

2.30. Disclosure of Response Content

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

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

Law, Chapter 119, Florida Statutes.

2.31. Limitation of Liability/Indemnification

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

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

2.32. Payment of Subcontractors

Contractor shall save and hold the County harmless from any and all claims or actions by Contractor's subcontractor(s) for payment of monies such subcontractor claims to be owed by Contractor for Work performed under the contract. Nothing in the contract shall create any obligation on the part of the County to pay directly to any Subcontractors any monies due for Work performed under the contract.

2.33. Sovereign Immunity

County expressly retains all rights, benefits and immunities of sovereign immunity in accordance with Section

768.28, Florida Statutes (as amended). Notwithstanding anything set forth in any section of this contract to the contrary, nothing in this contract shall be deemed as a waiver of immunity or limits of liability of the

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

2.34. Compliance with Federal E-Verify Regulations

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

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

2. Contractor and any of Contractor’s Subcontractors shall register with and utilize the U.S.

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

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

Subcontractor agree to: (i) register with and utilize the U.S. Department of Homeland Security’s E-

Verify system to verify the employment eligibility of all new employees hired on or after the effective date of the subcontract and thereafter during the remaining term of the subcontract; and

(ii) provide Contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Contractor shall maintain a copy of such affidavit for the duration of this contract or the subcontract, whichever is longer. Contractor shall provide a copy of such affidavit to the County before the Subcontractor begins any work associated with the contract. If the County has a good faith belief that a subcontractor knowingly violated the requirements set forth in this Section or Sections 448.09(1) or 448.095 of the Florida Statutes, but also has a good faith belief Contractor otherwise complied with this Section and applicable law, the

County shall promptly notify Contractor and order Contractor to immediately terminate its contract with the Subcontractor. Failure to comply with said order shall constitute a material breach of this contract.

4. If the County has a good faith belief Contractor has knowingly violated, or if Contractor is found to have violated, this Section; Section 448.09(1), Florida Statutes; Section 448.095, Florida Statutes; or the Presidential Executive Order and subsequent Federal Acquisition Regulation (FAR) rule requiring federal contractors to use E-Verify, if applicable, then the following shall be true: (i) such violation shall be a material breach of this contract by Contractor; (ii) Contractor shall indemnify, defend, and hold harmless the County from any resulting costs or expenses, including fines or penalties levied by a government agency and the County’s loss or repayment of grant funds by breaching the requirements of this section; (iii) the County may terminate this contract immediately and without penalty and such termination shall not be or be considered a breach of this contract; and (iv) Contractor shall be liable for any additional costs incurred by the County as a result of the termination of the contract. Contractor acknowledges and understands that if the

County terminates this contract in accordance with this Section, Contractor shall be ineligible for award of a public contract for at least one (1) year after the date on which the Agreement was terminated.

2.35. Public Entity Crimes

Pursuant to paragraph 287.133(2)(a), Florida Statutes, a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a 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 section 287.017, Florida

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

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

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

2.36. Patents, Copyright, and Royalties

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

2.37. Use of County Logo

The County owns and retains all proprietary rights in its logos (Intellectual Property). As such, nothing in this

Solicitation permits or shall be construed as authorizing Bidder to use or display County's Intellectual Property.

2.38. Training

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

2.39. Acceptance

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

2.40. Safety Warranty

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

2.41. Safety

The Contractor shall take the necessary precautions and bear the sole responsibility for the safety of the methods employed by the Contractor in performing the work. The Contractor shall, at all times, comply with the regulations set forth by federal, state, and local laws, rules, and regulations concerning "OSHA" and all applicable state labor laws, regulations, and standards. The Contractor shall indemnify and hold harmless the

County from and against all liabilities, suits, damages, costs, and expenses (including attorney's fees and court costs) which may be imposed on the County because of the Contractor, or the failure of the Contractor's subcontractor to comply with the regulations.

2.42. Warranty

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

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

Commissioners by any other provision of the Solicitation/offer.

2.43. Awards

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

Commissioners at a regular meeting after the evaluation process. This Invitation to Bid (ITB)is issued in accordance with and shall be governed by the provisions of the County’s Procurement Policy and Florida

Statutes.

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

2.44. Other Agencies

All Contractors awarded contracts from this Solicitation may, upon mutual agreement, permit any local government or other governmental agency to participate in an agreement under the same prices, terms, and conditions, if agreed to by both parties.

2.45. County Facilities

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

2.46. Licenses, Certificates, and Permits

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

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

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

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

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

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

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

2.47. Records & Right to Audit

County shall have the right to audit the books, records, and accounts of Contractor and its Subcontractors that are related to the resulting contract. Contractor and its Subcontractors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the resulting contract. Contractor shall preserve and make available, at reasonable times for examination and audit by the

County, all financial records, supporting documents, statistical records, and any other documents pertinent to this contract for a retention period of five (5) years after completion or termination of the contract, and any renewals, as required by Item 65, General Records Schedule GS1-SL for State and Local Government Agencies, effective August 2020, and the Florida Public Records Act (Chapter 119, Florida Statutes). Contractor shall, by written Contract, require its Subcontractors to agree to the requirements and obligations of this Section.

Audits will be subject to applicable privacy and confidentiality laws and regulations and Contractor’s privacy and confidentiality policies and procedures.

2.48. Claim Notice

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

Contractor operations at the County project site. The designated representative for the County shall be:

Flagler County Board of County Commissioners

Human Resources/Risk Management Division

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

Bunnell, Florida 32110

Telephone: 386-313-4035

Fax: 386-313-4107

2.49. Waiver and Limitation of Claims

Once the contract expires, or final payment has been requested and made, the awarded Contractor shall have no more than thirty (30) calendar days to present or file any claims against the County concerning the contract. After that period, any right to claims against the County by the Contractor concerning the contract are waived.

2.50. Compliance with Laws and Regulations

The Contractor shall be responsible to know and to apply all applicable federal and state laws, all local laws, ordinances, rules, regulations (including but not limited to the following statutes: Americans with Disabilities

Act (ADA),Titles I, II and III of the ADA; Federal Immigration Reform and Control Act of 1986 (as amended); and

Title VII of the Civil Rights Act of 1964 (as amended), and all orders and decrees of bodies or tribunals having jurisdiction or authority which in any manner affect the work, or which in any way affect the conduct of the work. Contractor shall observe and comply with all such laws, ordinances, rules, regulations, orders, and decrees for all work or services performed under the contract. The Contractor shall indemnify, defend and hold harmless the County and all its officers, agents, servants, and employees against any liability or claim made against the County arising from, or based on, the violation of any such law, ordinance, rule, regulation, order, or decree caused or committed by Contractor, its representatives, Subcontractors, sub-consultants, professional associates, agents, servants, or employees.

Pursuant to Section 287.05701, Florida Statutes, Bidders are hereby notified that:

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

• The County may not give preference to a vendor based on the vendors social, political or ideological interests.

2.51. Scrutinized Companies-FL Statute Section 287.135 and 215.473

Contractor must certify that the company is not participating in a boycott of Israel. For contracts for goods or services of one million dollars or more, Contractor must also certify that Contractor is not on the Scrutinized

Companies that Boycott Israel List, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or has not been engaged in business operations in Cuba or Syria. The County will not contract for the provision of goods or services with (i) any company participating in a boycott of Israel, and (ii) for Contracts for goods or services of one million dollars or more, any other scrutinized company as described above. Submitting a false certification shall be deemed a material breach of contract. The County shall provide notice, in writing, to the Contractor of the

County's determination concerning the false certification. The Contractor shall have five (5) calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, the Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If the Contractor does not demonstrate that the County's determination of false certification was made in error then the

County shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time.

2.52. Human Trafficking Attestation Pursuant to Section 787.06, Florida Statutes

A duly authorized officer or representative of the Bidder (non-governmental entity) shall complete the included Flagler Human Trafficking Attestation Form in compliance with Section 787.06(13), Florida Statutes, (2024).

2.53. Modifications Due to Public Welfare or Change in Law

The County shall have the power to make changes in the contract as the result of changes in law and/or ordinances of Flagler County to impose new rules and regulations on the Contractor under the contract relative to the scope and methods of providing services as shall, from time to time, be necessary and desirable for the public welfare. The County shall give the Contractor notice of any proposed change and an opportunity to be heard concerning those matters. The scope and method of providing services as referenced herein shall also be liberally construed to include, but is not limited to, the manner, procedures, operations and obligations, financial or otherwise, of the Contractor. In the event any future change in Federal, State or

County law or the ordinances of Flagler County materially alters the obligations of the Contractor, or the benefits to the County, then the contract shall be amended consistent therewith. Should these amendments materially alter the obligations of the Contractor, then the Contractor or the County shall be entitled to an adjustment in the rates and charges established under the contract. Nothing contained in the contract shall require any party to perform any act or function contrary to law. The County and Contractor agree to enter into good faith negotiations regarding modifications to the contract, which may be required in order to implement changes in the interest of the public welfare or due to change in law. When such modifications are made to the Agreement, the County and the Contractor shall negotiate in good faith, a reasonable and appropriate adjustment for any changes in services or other obligations required of the Contractor directly and demonstrably due to any modification in the contract under this clause.

2.54. Right to Require Performance

The failure of the County or Contractor at any time to require performance by the other of any provision hereof shall in no way affect the right of the County or Contractor thereafter to enforce same, nor shall waiver by the County of any breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of any provision itself.

In the event of failure of the Contractor to deliver services in accordance with the contract terms and conditions, the County, after due written notice, may procure the services from other sources and hold the

Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies that the County may have.

2.55. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under the contract to the extent such failure or delay necessarily results from the occurrence of a Force Majeure Event beyond the control or reasonable anticipation of either party, including, but not limited to, compliance with any unanticipated government law or regulation not otherwise…