RFP_25-018_SAMPLE_Agreement_FINAL.pdf

SERVICES AGREEMENT

This Services Agreement is entered into by the parties this ______ day of ___________________ 202_.

1.0 Parties:

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

and

________________________, (Provider).

2.0 Designated Contact Person as to County:

Lynsie Roddenberry, Support Services Manager Citrus County Support Services Division 2804 W. Marc Knighton Ct.

Lecanto, Florida 34461 Phone: 352-527-5900 Fax: 352-527-5908 Email: lynsie.roddenberry@citrusbocc.com

3.0 Designated Contact Person as to Provider:

POC Name Provider Name:

Address:

Phone:

Fax:

Email:

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

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

6.0 Agreement Documents:

Exhibit “A” – Scope of Services Exhibit “B” – Compensation

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

mailto:lynsie.roddenberry@citrusbocc.com

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

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

10.0 Responsibilities of County and Provider

10.1 County: County shall provide Provider all pertinent data, criteria, information, and any other available data that is required by Provider to perform its Services. Provider shall be entitled to rely on any and all information provided pursuant to this provision. The County shall review Provider’s Services thoroughly and promptly, provide direction as necessary, and, if the County at any time becomes aware of any defect, shall give notice of such defect in the Services provided. County shall provide access to the Project site, if required. The County shall be responsible for all costs associated with providing source documents to Provider.

10.2 Provider:

10.2.1 Provider shall satisfy itself as to the accuracy and completeness of all pertinent data, criteria, and information given by County prior to performing or furnishing Services under this Agreement. If deficiencies in Provider’s Services are discovered, Provider shall correct any such deficiencies without additional compensation, except to the extent such corrective action is directly attributable to deficiencies in County-furnished information.

10.2.2 Provider shall perform the Services under this Agreement in a proper and satisfactory manner as determined by County. Any and all equipment, products, materials and labor necessary to perform the Services, or requirements as further stated herein, shall be supplied by Provider.

10.2.3 Provider must comply with client confidentiality requirements as established by state regulations, the Health Insurance Portability and Accountability Act (HIPAA).

10.2.4 Provider shall supervise its employees in performance of scheduled Services in accordance with the Citrus County Drug Court Alternatives Program, as set forth in “Exhibit “A” to this Agreement.

10.2.5 Provider shall provide Services to County’s designated clients.

10.2.6 Provider will be responsible for scheduling their employees to deliver Services when assigned.

Service is to be delivered on the day and time scheduled unless changed with prior approval by the County or the client. It is important that changes in the schedule or assigned employees be kept to a minimum. Any additional hours needed in the case of an emergency must be approved by the County.

However, County reserves the right to request a change in staff when it appears to be in the best interest of the client.

10.2.7 The County will notify Provider of all new clients, and Provider shall begin service within three (3) days, unless delayed at the request of the client.

10.2.8 Provider will notify County in the event of refusal of service by the client. Refusal of service by the client must be reported to the County on the day on which it occurs.

10.2.9 If Provider fails to provide service to a client on the day, they must notify the County immediately.

11.0 Compensation to Provider: Compensation to be paid to Provider for the provision of the Services noted in Section 9.0 shall be as per the fee schedule shown in Exhibit "B", attached to this Agreement.

12.0 Payment of Payment Requests:

12.1 Payment Requests: Requests for payment for the provision of the Services provided under the Agreement shall be submitted no more frequently than once per month, unless stipulated differently in the Agreement. At a minimum, the payment requests shall include the Purchase Order Number, a description of the Services provided, 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 Provider that County deems necessary to substantiate claims for remuneration. Upon receipt of Provider’s payment request, County will review such to ensure that it is in proper order, and that the Services covered under the payment request have been completed in accordance with this Agreement. If it is found that the payment request is not in proper order, or the Services covered under the payment request do not satisfy this Agreement, the payment request may be rejected.

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

12.3 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 Provider with a written notification of the rejection specifying the deficiency and corrective measures necessary to make the payment request proper.

Upon receipt of a payment request that corrects the deficiency, County shall make payment in accordance with Chapter 218, Part VII of the Florida Statutes “Local Government Prompt Payment Act”.

12.4 Resolution of Payment Request Disputes: In the event of a dispute between Provider and County concerning the full or partial payment of a payment request, such disagreement shall be finally determined by County. If the dispute between Provider and County involves a portion of a payment request, the undisputed portion shall be paid by County in a timely manner, as long as the payment request for the undisputed portion is in proper order. Proceedings to resolve the dispute will be commenced within forty-five (45) business days after the date the payment request in dispute was recorded as being received by County and will be concluded by final decision of County within sixty

(60) business days after the date on which the payment request was recorded as being received by County. Such procedures do not constitute an administrative proceeding that prohibits a court from deciding de novo any action arising out of the dispute.

12.5 Purchase Order: Although an Agreement will be executed by County and Provider for the Services being purchased by County, a purchase order will also be issued to Provider for the purpose of facilitating payment to Provider. Except under an “emergency request”, Provider shall not provide any Services to County until Provider has received a purchase order from County. Provider shall be permitted to accept an order to provide Services under an emergency purchase without a purchase order; however, such request from County must be transmitted to the Provider via facsimile or e-mail.

The written transmission order must be submitted with any payment request submitted by the Provider for such emergency requests.

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

12.7 ACH Enrollment: All Contractors will be required to complete an “Authorization Agreement for ACH Credits Enrollment Form”. Payments will be deposited directly into 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.

13.0 Warranties:

13.1 Warranty of Ability to Perform: Provider warrants that, to the best of its knowledge, there are no pending or threatened actions, proceedings, investigations, or any other legal or financial conditions, that would in any way prohibit, restrain, or diminish Provider’s ability to satisfy its obligations under the Agreement.

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

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

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

14.0 Public Records: Provider will keep and maintain public records required by the County to perform the service. Upon request from the County’s custodian of public records, Provider will provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statues, or as otherwise provided by law. Provider 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 Provider does not transfer the records to the County. Upon completion of the Agreement, Provider will transfer, at no cost, to the County all public records in possession of the Provider or keep and maintain public records required by County to perform the service. If Provider transfers all public records to County upon completion of the Agreement, Provider shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Provider keeps and maintains public records upon completion of the Agreement, Provider 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 Provider 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 PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES, TO PROVIDER’S DUTY TO

PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,

CONTACT THE CUSTODIAN OF PUBLIC RECORDS, AT 3600 W.

SOVEREIGN PATH, LECANTO, FL 34461; EMAIL

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

15.0 Insurance: During the term of the Agreement, Provider, 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 Provider. Provider shall provide County a certificate(s) of insurance, evidencing such coverage.

14.1 Minimum Insurance Requirements: Provider shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services hereunder by the Provider, 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 Provider against any loss exposures, whether as a result of the Project or otherwise. The requirements contained herein, as well as County’s review or acknowledgement, is not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Provider under a contract.

14.2 Commercial General Liability: Provider must obtain an occurrence form policy in limits not less than $1,000,000 per occurrence and a $2,000,000 aggregate.

14.3 Automobile Liability: Provider 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 Provider does not own vehicles, Provider shall maintain coverage for Hired & Non-Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy.

14.4 Workers Compensation and Employer’s Liability:

14.4.1 Provider 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.

14.4.2 For any officer of a Provider that has exempt status as an individual, the County requires proof of workers compensation insurance coverage for that Provider/employer/owner’s employees.

If the Provider/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 Provider/employer/owner.

14.4.3 The purpose of this section is to ensure that all 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.

mailto:RMLO@CITRUSBOCC.COM

14.5 Professional Liability and/or Errors and Omissions Liability

Professional (E&O) Liability must be afforded for personal injury and Property Damage for not less than $1,000,000 each claim, $1,000,000 policy aggregate.

14.6 Other Insurance Provisions:

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

14.6.2 The project’s proposal number shall be noted on the certificate. RFP 25-018

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

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

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

14.6.6 For all policies of insurance: Provider and its insurance carrier waive all subrogation rights against County for all losses or damages that occur during the contract and for any events occurring during the contract period, whether the suit is brought during the contract period or not. The County requires General Liability policies to be endorsed with CG 24 04 Waiver of Transfer of Rights of Recovery Against Others to Us or similar endorsement, and a WC 00 0313 Waiver of Our Right to Recover from Others for Workers Compensation coverage.

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

14.6.8 It is Provider’s responsibility to ensure that all subcontractors comply with these insurance requirements. Provider shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each sub-contractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

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

14.6.10 All Certificates must show that the Provider’s policies have been endorsed per the requirements.

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

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

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

17.0 Termination of Agreement: Either party may terminate this Agreement by giving the other party thirty (30) days written notice. In the event of termination, County will be responsible for compensating Provider only for those Services satisfactorily completed or partially completed up to the date of termination.

Provider shall not be entitled to compensation for loss of anticipated profit.

18.0 Licenses and Certifications: Provider, or its subcontractor(s), shall possess and maintain during the term of this Agreement any and all licenses required to perform the Services covered under this Agreement, as stipulated by the State of Florida and Citrus County Florida.

19.0 Suspension of Services: County may, in its sole discretion, suspend any or all Services under the Agreement, at any time, when in the best interest of the County. County shall provide Provider written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. Upon receiving a notice of suspension, Provider shall immediately comply with the notice, stopping all Services in-progress and not perform any further Services. Within ninety (90) days after the notice of suspension, or any longer period agreed to between County and Provider, County shall either issue a notice authorizing resumption of the Services, at which time activity shall resume, or terminate the Agreement. In the event of suspension, County will be responsible for compensating Provider only for Services satisfactorily performed pursuant to the Agreement up to the date of suspension. Suspension of the Services shall not entitle Provider to any loss of anticipated profit under this provision.

20.0 Additional Terms and Conditions:

20.1 Advertising: Subject to Chapter 119, Florida Statutes, Provider 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 Provider’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.

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

20.3 Bankruptcy or Insolvency: Provider shall promptly notify County in writing of the filing of any voluntary or involuntary petition for bankruptcy and/or of any insolvency of Provider or any of its subcontractors who are involved in the provision of the Services under this Agreement.

20.4 Compliance with Laws: Provider 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, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, sexual orientation, gender identity or expression or veteran’s status.

Violation of such laws shall be grounds for termination of the Agreement.

20.5 Conflict of Interest: Provider covenants that it presently has no interest and shall not acquire any interest which would conflict in any manner of degree with the performance of the Services covered under this Agreement. Furthermore, Provider warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Provider 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 Provider any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement.

Provider, and its subcontractors at any tier, certify that they have not entered into any contract, sub-contract, or arrangement in connection with the Project covered under this Agreement, or of any property included or planned to be included in the Project, in which any member, officer, of employee of Provider or its subcontractors, during its tenure, or for two years thereafter, has any interest, direct or indirect. Provider, and its subcontractors at any tier, shall insert the following provision into each of their contracts and sub-contracts:

“No member, officer, or employee of the sub-contractor, during their tenure or for two years thereafter, shall have any interest, direct or indirect, in this contract or the proceeds thereof.”

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

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

20.8 Debarment: Provider 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.

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

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

20.11 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 County of said document(s), County will become the custodian thereof in accordance with Chapter 119, Florida Statutes. Provider will not copyright any material and products or patent any invention developed under this Agreement. Copies of these documents are not to be sold or distributed to third parties without the written consent of County.

20.12 Drug Free Workplace: Provider 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).

20.13 Employees, Subcontractors and Agents: All Provider employees, subcontractors, and agents performing any of the Services under the Agreement shall be properly trained to meet or exceed any specified training qualifications. Upon request, Provider shall furnish a copy of certification or other proof of qualification. All employees, subcontractors, and agents of Provider must comply with all security and administrative requirements of County. County may conduct, and Provider shall cooperate in, a security background check or otherwise assess any employee, subcontractor, and agent of Provider. County may refuse access to, or require replacement of, any of Provider’s employee, subcontractor, and agent for cause, including, but not limited to, technical or training qualifications, quality of services, change in security status, or non-compliance with County’s security or other requirements. Such refusal shall not relieve Provider of its obligation to perform all Services in compliance with the Agreement. County may reject and bar from any facility for cause any of Provider’s employees, subcontractors, or agents. County shall have the right to review and approve any sub-contractor used by Provider. Provider shall be fully responsible to County for the acts and omissions of its subcontractors, and persons directly or indirectly employed by them. It is Provider’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.

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

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

Provider and its subcontractors shall provide County with affidavits stating that they do not employ, contract with, or subcontract with an unauthorized alien. County is obligated to terminate this Agreement upon a good faith belief that Provider or its subcontractor(s) has knowingly violated Section 448.095, Florida Statutes.

20.16 Force Majeure Event: Neither party shall be considered to be in default in the performance of its obligations under this Agreement, except obligations to make payments with respect to amounts already accrued, to the extent that performance of any such obligations is prevented or delayed by any cause, existing or future, which is beyond the reasonable control, and not a result of the fault or negligence of, the affected party (a "Force Majeure Event"). If a party is prevented or delayed in the performance of any such obligations by a Force Majeure Event, such party shall immediately provide notice to the other party of the circumstances preventing or delaying performance and the expected duration thereof. Such notice shall be confirmed in writing as soon as reasonably possible. The party so affected by a Force Majeure Event shall endeavor, to the extent reasonable, to remove the obstacles which prevent performance and shall resume performance of its obligations as soon as reasonably practicable. A Force Majeure Event shall include, but not be limited to acts of civil or military authority (including courts or regulatory agencies), act of God (excluding normal or seasonal weather conditions), war, riot, or insurrection, inability to obtain required permits or licenses, hurricanes and severe floods.

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

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

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

20.20 Lawful Claims and Demands: Should any outstanding claims by subcontractors or suppliers incurred in the performance of the Services materialize after County has made Payment to Provider, https://e-verify.uscis.gov/emp

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

20.21 Lobbying: Provider shall not, in connection with the Agreement, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any County officer or employee’s decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any County officer or employee. For purposes of clause (2), “gratuity” means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, Services, employment, or contracts of any kind.

20.22 Non-Collusion: Provider agrees that neither it, nor any of its officers, partners, agents or employees have entered into any agreement, participated in any collusion, or otherwise taken any action which is in restraint of a free competitive solicitation in connection with this Agreement, and that Provider intends to do the Services with its own bona fide employees or subcontractors and has not provided a response for the benefit of another contractor. Furthermore, Provider certifies that its affiliates, subsidiaries, directors, officers, and employees are not currently under investigation by any governmental authority and have not in the last ten (10) years been convicted or found liable for any act prohibited by law in any jurisdiction, involving conspiracy or collusion with respect to submitting a response on any public contract.

20.23 Public Entity Crime: A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or 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 Services 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 s.

287.017, Florida Statutes for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list.

20.24 Relationship: Provider is an independent contractor to County in the provision of the Services under this Agreement and is not an employee, agent, joint-venture, or partner of County.

20.25 Risk of Loss: Until the Services have been accepted by County, risk of loss or damage to any materials, equipment, supplies or Services product, whether partially or fully completed, that are associated with the Services shall remain with Provider.

20.26 Schedules, Reports and Records: Provider shall submit to County cost schedules, progress schedules, estimates, records, reports, and any other data, as related to the provision of the Services covered under the Agreement. Furthermore, County reserves the right to inspect and audit Provider's books and records relating to the Agreement, when deemed appropriate by County. All schedules, reports, and records of Provider, as they relate to the Agreement, shall be retained by Provider for a period of three (3) years from the date of final payment under the Agreement.

20.27 Security and Confidentiality: Provider shall comply fully with all security procedures of County in the performance of the Agreement. Provider shall not divulge to third parties any information obtained by Provider or its agents, distributors, resellers, subcontractors, officers, or employees in the course of the provision of the Services without the written consent of County. However, Provider shall be permitted to release information to third parties if such information is publicly available through no fault of Provider, information that Provider developed independently without relying on County’s information, or information that is otherwise obtainable under State and Federal law as a public record.

To ensure confidentiality, Provider shall take appropriate measures as to its personnel, agents, and subcontractors. The warranties of this paragraph shall survive the Agreement.

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

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

20.30 Taxes: Provider shall pay all sales, consumer, use and other similar taxes required to be paid by Provider in accordance with the laws and regulations of the State of Florida which are applicable to the provision of the Services under the Agreement. County will not pay for any personal property taxes levied on Provider or for any taxes levied on Provider's employees’ wages.