RFP Palm Beach County After Hours Emergency Veterinary Services draft 1.pdf

Request for Proposals (RFP)

Palm Beach County Animal Care and Control After-Hours Emergency

Veterinary Services FY22 – FY25

RFP available to the public: May 16, 2022 Electronic Submission Deadline: June 3, 2022 at 5 p.m. ET

Palm Beach County Board of County Commissioners

Public Safety Department – Animal Care and Control Division 7100 Belvedere Road

West Palm Beach, Florida 33411

(561) 233-1251

Public Safety Department- Animal Care and Control Division Page 1

Public Safety Department- Animal Care and Control Division Page 2

TABLE OF CONTENTS

I. GENERAL INFORMATION 3

II. OFFICIAL REQUEST FOR PROPOSALS 6

III. TIMELINE 12

IV. CONE OF SILENCE 13

V. PROPOSAL SUBMISSION GUIDELINES 14

VI. TERMS AND CONDITIONS 16

Attachment 1: Cover Sheet Template 19

Attachment 2: Submittal Checklist 20

Attachment 3: Sample Contract Form 21

READ CAREFULLY AND COMPLY WITH ALL REQUIREMENTS

Public Safety Department- Animal Care and Control Division Page 3

I. GENERAL INFORMATION

The purpose of this Request for Proposals (RFP) is for the Palm Beach County (PBC) Board of County Commissioners’ (BCC) Public Safety Department – Animal Care and Control (ACC) Division to solicit proposals from qualifying agencies to provide after-hours emergency veterinary services related to injured, ill and/or potentially abused animals. Proposers will be referred to as “Proposers” throughout this document.

ACC is charged with looking out for the welfare and safety of the County’s animal population. Animal Control Officers (ACOs) are often called out after normal business hours to pick up injured or ill animals, in addition to confiscations related to animal abuse investigations. Current practice necessitates not only the ACO responding after-hours, but also Veterinary Assistants and Veterinarians to assess, triage and possibly treat these animals. Those veterinary staff must then also work the day shift, and are thus less able to find a work-life balance. This has resulted in a great deal of staff turnover and dissatisfaction such that ACC has been short-staff in the Veterinary section continually throughout the last five years. Contracting out the after-hours response will greatly improve the hiring and retention of veterinary staff.

The after-hours emergency veterinary services program is intended to triage and stabilize animals brought to the Proposer’s facility by either ACOs or designees who have received approval from Dispatch to seek treatment for ACC animals in need of emergency care. Those animals will then be returned to ACOs for transfer to ACC once the animals are stabilized and/or treated. The anticipated number of animals to be served is 250 to 400 animals annually.

ACC Contact Person The After-Hours Emergency Veterinary Services Points of Contact for this RFP are Cathleen Brandow, Clinic Manager and Jan Steele, Director. Their contact information is as follows:

Programmatic Questions RFP Application Questions

Cathleen Brandow PBC Public Safety Department Animal Care and Control Division 7100 Belvedere Road West Palm Beach, Florida 33411 Email – CBrandow@pbcgov.org

Jan Steele PBC Public Safety Department Animal Care and Control Division 7100 Belvedere Road West Palm Beach, Florida 33411 Email - JSteele@pbcgov.org

Any explanations/clarifications desired by Proposers must be requested in writing and emailed to the ACC Contact Person. The questions or comments must contain the Proposer’s name, address, phone number and email address.

Amendments to RFP

No oral interpretation of this RFP shall be considered binding. PBC will be bound by the information and statements only when such statements are written and executed under

Public Safety Department- Animal Care and Control Division Page 4 the authority of the Department of Public Safety. Any interpretation, clarification, correction or change to this RFP will be made only by written Amendment(s) issued prior to the Electronic Submission Deadline Date for receipt of proposals. Where there appears to be a conflict between the RFP and any Amendment issued, the last Amendment issue shall prevail. As they are issued, all Amendments to this RFP will be posted under the applicable solicitation on PBC’s online Vendor Self Service (VSS) system at https://pbcvssp.co.palm-beach.fl.us/webapp/vssp/AltSelfService.

Interpretations, corrections or changes made in any other manner will not be binding, and Proposers shall not rely upon such interpretations, corrections or changes. It is the sole responsibility of the Proposer to routinely check PBC’s online VSS system for any Amendments that may have been issued prior to the Electronic Submission Deadline Date for receipt of proposals. The Proposer should verify with the designated Contact Person prior to entering a proposal that all Amendments have been received. PBC shall not be responsible for the completeness of any RFP package not downloaded from PBC’s online VSS system or picked up from the Public Safety Department – Animal Care and Control Division.

Review of Proposals Each Proposal will be reviewed to determine if the Proposal is responsive to the RFP.

Proposals deemed to be non-responsive will be rejected without being evaluated. A responsive Proposal is one that has been signed, has been uploaded by the specific electronic submission date and time, and has provided the information required to be submitted with the Proposal. While poor formatting, poor documentation, and/or incomplete or unclear information may not be cause to reject a Proposal without evaluation, such substandard submissions may adversely affect the evaluation of your Proposal, especially information relating to establishing financial/business stability.

Proposers who fail to comply with all required and/or desired elements of this RFP, do so at their own risk.

Selection Process All responsive proposals will be reviewed first by the ACC Programmatic and RFP Application Points of Contact to determine if each Proposer has submitted the required information and meets all Proposal Submission Guidelines (as stated in Section V).

Those proposals fulfilling the Proposal Guidelines shall be referred to the ACC Selection Committee for review and further consideration.

The ACC Selection Committee will evaluate all responses to this RFP that meet the Proposal Guidelines. The ACC Selection Committee will evaluate all proposals based on the information submitted with the Proposal. Accordingly, Proposers are urged to ensure that their Proposal contains all the necessary information for the Review Panel to fairly and accurately evaluate each of the criteria listed in the Proposal Guidelines.

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The ACC Selection Committee shall meet in virtual public session on June 8, 2022 at 9 a.m. ET to score each Proposal by reviewing each Proposal against the evaluation criteria listed in the Proposal Guidelines. Upon completion of the ACC Selection Committee’s review and discussion of all the responsive proposals submitted, each Selection Committee member shall score each Proposal and total the scores for each Proposal. Score Cards will be reviewed for completion and accuracy prior to the end of the ACC Selection Committee meeting. Access to the Review Panel’s virtual proposal evaluation will be available upon request.

After the ACC Selection Committee has scored each Proposal, either a finalist(s) will be ranked and the ACC Selection Committee will make its recommendation for award of contract(s) or it will be determined which proposals will be given further consideration for award and “shortlisted” to give an Oral Presentation/Demonstration.

Oral Presentations/Demonstrations are tentatively scheduled for June 15, 2022 at 9 a.m.

ET. These meetings will not be open to the public. In accordance with the sunshine laws of the State of Florida, as amended, any portion of a meeting at which a vendor makes an oral presentation as part of a competitive solicitation or at which a vendor answers questions as part of a competitive solicitation is exempt from the public meeting requirement. Further, any portion of the ACC Selection Committee meeting at which negotiation strategies are discussed is exempt from the public meeting requirement.

Proposers will be notified via email of selection outcomes.

Right of Appeal/Protest Any Proposer may protest a recommendation for subrecipient awards by submitting a written protest to Stephanie Sejnoha, Director of Public Safety, within five (5) business days of the posting of the Recommended Subrecipient Awards.

The protest shall be submitted in writing, shall identify the protestor and the solicitation, shall include a factual summary of the basis for the protest, and shall be addressed to the Director of Public Safety, via hand-delivery, via mail to 20 S Military Trail, West Palm Beach, FL 33415, or via email to SSejnoha@pbcgov.org and reference in the subject line: RFP After-Hours Veterinary Services Protest. A protest is considered filed when the Director of Public Safety receives it.

Failure to file a protest within five (5) business days of the posting of the Recommended Subrecipient Awards shall constitute a waiver of the Proposer’s right to protest.

Contractual Insurance Requirements, if a Proposal is Selected Please refer to Article 10 of Attachment 3 for all contractual insurance requirements.

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II. OFFICIAL REQUEST FOR PROPOSALS (RFP)

PALM BEACH COUNTY BOARD OF COUNTY COMMISSIONERS

PUBLIC SAFETY DEPARTMENT – ANIMAL CARE AND

CONTROL DIVISION AFTER-HOURS EMERGENCY

VETERINARY SERVICES (FY22 – FY25) REQUEST FOR

PROPOSALS (RFP)

Contracts issued will be for one (1) three (3) year period, with the option for two (2) one-year (1) renewals.

The RFP and all associated documents will be available on the PBC’s online VSS system at https://pbcvssp.co.palm-beach.fl.us/webapp/vssp/AltSelfService. Registered agencies can sign-in or user may choose Public Access. A hard copy of the RFP may also be obtained without charge from the Public Safety Department – Animal Care and Control Division at 7100 Belvedere Road, West Palm Beach, Florida 33411; Monday through Friday, 8:00 a.m. to 5:00 p.m.

Eligible Proposers Proposers must have a minimum of two (2) years of experience providing after-hours emergency veterinary care to companion animals.

Program Requirements If selected, Proposers shall provide emergency veterinary services to animals brought to the Proposer’s facility or facilities. The Proposers veterinarian(s) shall be licensed by the Florida Board of Veterinary Medicine and the brick-and-mortar facility or facilities shall have a Veterinary Establishment Premise Permit issued by the Florida Department of Business and Professional Regulation.

Proposers shall agree to provide the following:

1. Ability to assess, diagnose, stabilize and treat all companion animal species.

2. Ability to accept and hold animal patients until transport back to ACC for up to

12 hours.

3. Ability to assess, document and treat potential/alleged animal abuse and neglect cases.

4. Be willing to testify within a court of law as to the findings in alleged animal abuse and neglect cases, if needed.

5. Technology, equipment and capability to medically stabilize animal(s) for transport back to ACC, or perform humane euthanasia, depending on the animal’s condition.

6. Willingness to comply with ACC veterinary practice guidelines.

Treatment Records The Proposer shall maintain complete animal treatment records on site, as required by law.

Hard copies of the treatment records shall accompany each animal upon return to ACC.

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Monitoring and Quality Control If selected, Proposers agree to participate in further evaluation, conducted by the Public Safety Department – Animal Care and Control Division. Proposers must be able to provide specific metrics to ACC on a regular basis. The scope of data required includes, but is not limited to, the following:

# of animals treated

Specific medical treatments done Specific findings on alleged cruelty and abuse cases Time from intake to treatment Invoice(s) for payment must include either ACC Activity Number or individual identification numbers for each animal

Electronic Submission Deadline Date To submit, upload a single PDF electronic file in an email to Cathleen Brandow at CBrandow@pbcgov.org and carbon copy (CC) to Jan Steele at JSteele@pbcgov.org no later than June 3, 2022 at 5:00 p.m. ET. All proposals should include Attachment 1, Attachment 2, and the written proposal per the Proposal Guidelines in Section V. Proposers will receive a confirmation email from the RFP Points of Contact within two (2) business days of receipt. If your agency does not receive a confirmation email within two (2) business days, please send a follow up email from the RFP Points of Contact requesting confirmation of the receipt of your agency’s proposal.

Technical Assistance Any request for technical assistance must be in writing and emailed to Cathleen Brandow via email at CBrandow@pbcgov.org. The Programmatic and RFP application Contact Persons will not be available to respond to questions after May 31, 2022 at 5:00 p.m.

IN ACCORDANCE WITH THE PROVISIONS OF THE ADA, THIS AD AND

DOCUMENTS LISTED CAN BE REQUESTED IN AN ALTERNATE FORMAT.

AUXILIARY AIDS OR SERVICES WILL BE PROVIDED UPON REQUEST WITH

AT LEAST THREE DAYS NOTICE (CONTACT JAN STEELE AT

JSTEELE@PBCGOV.ORG).

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III. TIMELINE

DATE ACTIVITY

May 16, 2022 RFP available to public

May 18, 2022 Pre-Proposal Conference (2:00 P.M.)

May 30, 2022 Final day to submit written questions

June 2, 2022 All questions to be answered

June 3, 2022

June 8, 2022

Electronic Submission Deadline Date (by 5:00 P.M. EST)

Selection Committee Meeting to review proposals (9:00 A.M. – open to the public)

June 15, 2022 ACC Selection Committee meets to accept oral presentations, review and finalize score proposals (9:00 A.M.)

June 17, 2022

June 22, 2022

Posting date of notice of intent to award

Electronic notification of award outcome to proposers

June 27, 2022

Final date to submit written Protest

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IV. CONE OF SILENCE

This RFP includes a Cone of Silence. The Cone of Silence will apply from the Electronic Submission Deadline Date and terminate at the time the awards are approved by the BCC.

All parties interested in submitting a Proposal will be advised of the following:

Lobbying - "Cone of Silence."

Proposers are advised that the "Palm Beach County Lobbyist Registration Ordinance" (Ordinance), a copy of which can be accessed at www.pbcgov.com/legislativeaffairs/Pages/Lobbying_Regulations.aspx, in effect. The Proposer shall read and familiarize themselves with all of the provisions of said Ordinance, but for convenience, the provisions relating to the Cone of Silence have been summarized here. "Cone of Silence" means a prohibition on any non-written communication regarding this RFP between any Proposer or Proposer’s representative and any County Commissioner or Commissioner's staff. A Proposer's representative shall include, but not be limited to, the Proposer's employee, partner, officer, director or Proposer, lobbyist, or any, actual or potential subcontractor or Proposer of the Proposer.

The Cone of Silence is in effect as of the Electronic Submission Deadline Date. The provisions of the Ordinance shall not apply to oral communications at any public proceeding, including pre-proposal conferences, oral presentations before selection committees, and contract negotiations during any public meeting. The Cone of Silence shall terminate at the time that the BCC approves awards or a contract, rejects all proposals or otherwise takes action which ends the solicitation process.

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1. Services Overview (up to 35 points)

V. PROPOSAL GUIDELINES

● Complete and submit the Cover Sheet (Attachment 1)

● Complete and submit the Submittal Checklist (Attachment 2)

● Fully address the questions outlined below (Services Overview, Budget, Experience, and Administration/Organizational Capacity).

● Use Times New Roman font, 12 point, double spaced, standard paper 8 ½” x 11”

● Submit one (1) single electronic PDF file to POINTS OF CONTACT. The file shall be named as follows: AFTER HOURS VET SRV FY22-25_Proposer’s Agency Name

Fully address the following questions:

1) Describe physical facility, location(s) and diagnostic abilities, and staff structure.

2) Describe intake and triage process for incoming animals.

3) Describe evaluation process used to determine quality of life as it relates to euthanasia decisions.

4) Does Proposer utilize Fear Free strategies in the delivery of veterinary care, and if so please describe?

5) Describe laboratory capabilities and indicators for use with short-term emergency cases likely to be a part of this contract (i.e. – for animals hit by cars, surgical complications, starved, poisoned, etc.).

1) Cost schedule for range of services commonly seen (i.e. – exam, hydration, pain management, radiographs, anesthesia, stabilizing fracture, euthanasia, etc.)

2) Hourly rate for services not covered by cost schedule.

3) Kenneling fees and when they go into effect (i.e. – immediately, after treatment, or after x hours in facility).

2. Budget (up to 10 points)

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3. Experience (up to 35 points)

4. Administration/Organizational Capacity (up to 20 points)

1) Define the organization’s capacity and capabilities.

2) What is the organization’s experience with after-hours emergency care of companion animals?

3) Provide a staff listing and description of education/experience.

1) Describe the organization’s financial capacity to contract with the county, including ability to meet insurance requirements.

2) Provide examples of collaboration with other government, private, and non-profit agencies.

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VI. TERMS AND CONDITIONS

a. Proposal Guarantees Proposer guarantees their commitment, compliance and adherence to all requirements of the RFP by submission of their proposal, as indicated by signature on the Cover Sheet (Attachment 1).

b. Modified Proposals

Proposers may submit a modified proposal to replace all or any portion of a previously submitted proposal until the Electronic Submission Deadline Date for receipt of proposals. Only the latest proposal submitted will be considered.

c. Late Proposals, Late Modified Proposals

Proposals and/or modified proposals uploaded after 5:00 p.m. ET on the Electronic Submission Deadline Date shall not be considered.

d. RFP Postponement/Cancellation

The ACC Contact Person will provide notice to all who have expressed interest in the RFP of any modifications to the RFP, postponement and/or cancellation via electronic communication from or on the behalf of the RFP Points of Contact listed on page 3. After the Pre-Proposal Conference, notifications will be provided only to those in attendance and said notification will only be provided to the Proposers’ email addresses as provided at the Pre-Proposal Conference. In addition to notifications to those who attended the Pre-Proposal Conference, the ACC Contact Person will post all associated RFP documents on PBC’s online VSS system. All interested Proposers are encouraged to monitor both the ACC website and PBC’s online VSS system.

e. Costs Incurred by Proposers

All expenses incurred with the preparation and submission of proposals to PBC, or any work performed in connection therewith, shall be borne by the Proposer. No payment will be made for proposals received, or for any other effort required of or made by the Proposers, prior to commencement of work as defined by a contract approved by the BCC.

f. Public Record Disclosure

Proposers are hereby notified that all information submitted as part of, or in support of, proposals will be available for public inspection after opening of proposals, in compliance with Chapters 119 and 286, Florida Statutes, popularly known as the “Public Records Law” and the “Government in the Sunshine Law” respectively.

g. PBC’s Office of the Inspector General Audit Requirements

Pursuant to PBC Code, Sections 2-421 - 2-440, as may be amended, PBC’s Office

Public Safety Department- Animal Care and Control Division Page 13 of Inspector General is authorized to review past, present and proposed PBC contracts, transactions, accounts and records. The Inspector General’s authority includes, but is not limited to, the power to audit, investigate, monitor, and inspect the activities of entities contracting with PBC, or anyone acting on their behalf, in order to ensure compliance with contract requirements and detect corruption and fraud.

h. Commencement of Work

PBC’s obligation will commence when the contract is approved by the BCC or their designee, and upon written notice to the Proposer. PBC may set a different starting date for the contract. PBC will not be responsible for any work done by the Proposer, even work done in good faith, if it occurs prior to the contract start date set by PBC. The contract will be in substantially similar form as attached hereto as Attachment 3.

i. Non-Discrimination

PBC is committed to assuring equal opportunity in the award of contracts and complies with all laws prohibiting discrimination. Pursuant to PBC Resolution R2017-1770, as may be amended, the AGENCY warrants and represents that throughout the term of the Contract, including any renewals thereof, if applicable, all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, familial status, sexual orientation, gender identity or expression, or genetic information.

Failure to meet this requirement shall be considered default of the Contract.

Public Safety Department- Animal Care and Control Division ices/Court Services

ATTACHMENTS

ices/Court Services

ATTACHMENT 1

Cover Sheet Template

Legal Name of Agency

Fictitious Name, (d/b/a), if applicable

Mailing address

Contact Person

Contact’s Email Address

Contact’s Phone Number

Name/Title of Person(s) Authorized to Legally Bind

Agency (sign contract)

Program Title

Overview: (three (3) sentence overview of the program – this must be short and concise, and will be used to communicate the purpose of programs and services to the BCC and various publications):

By:

Signature

Printed name

Title

Date

Divisionervices/Court Services

ATTACHMENT 2

Submittal Checklist

Proposer’s Initials

Task

PUBLIC SAFETY

STAFF USE ONLY

(Staff Initials) Prepared one (1) single electronic PDF format file, verified to include all attachments, emailed to POINTS OF CONTACT to the

ACC website. The file shall be named as follows: AFTER HOURS

VET SRV FY22-25_Proposer’s Agency Name

Provided completed Cover Sheet (Attachment 1)

● All information provided

● Signed

Provided completed Submittal Checklist (Attachment 2)

Reviewed Sample Contract form (Attachment 3) Confirmed Proposer meets the minimum insurance requirements outlined in Article 10 For reference only, do NOT sign or include in Proposal

Note: Submittal Checklist should be initialed on each line to verify all components are submitted by Proposer.

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ATTACHMENT 3

Sample Contract Form

FOR

REFERENCE

ONLY

NOT FOR SUBMITTAL

NOT FOR SIGNATURE

Revised 02/04/22

CONTRACT FOR

This Contract is made as of the day of , 20 , by and between Palm Beach County, a Political Subdivision of the State of Florida, by and through its Board of Commissioners, hereinafter referred to as the COUNTY, and a authorized to do business in the State of Florida, hereinafter referred to as the ENTITY (including but not limited to consultant, vendor, contractor, sub-recipient), whose Federal I.D. is .

In consideration of the mutual promises contained herein, the COUNTY and the ENTITY agree as follows:

ARTICLE 1 - SERVICES

The ENTITY'S responsibility under this Contract is to provide as more specifically set forth in the Scope of Work detailed in Exhibit "A".

The COUNTY'S representative/liaison during the performance of this Contract shall be , telephone no. .

The ENTITY’S representative/liaison during the performance of this Contract shall be , telephone no. .

ARTICLE 2 - SCHEDULE

The ENTITY shall commence services on and complete all services by . The Parties agree that the ENTITY will be entitled to payment for services rendered beginning on , notwithstanding the date the contract is executed by the Board of County Commissioners.

Reports and other items shall be delivered or completed in accordance with the detailed schedule set forth in Exhibit "A".

ARTICLE 3 - PAYMENTS TO ENTITY

A. The total amount to be paid by the COUNTY under this Contract for all services and materials including, if applicable, "out of pocket" expenses (specified in paragraph C below) shall not exceed a total contract amount of

Dollars ($ ). The ENTITY shall notify the COUNTY's representative in writing when 90% of the "not to exceed amount" has been reached. The ENTITY will bill the COUNTY on a monthly basis, or as otherwise provided, at the amounts set forth in Exhibit "B" for services rendered toward the completion of the Scope of Work. Where incremental billings for partially completed items are permitted, the total billings shall not exceed the estimated percentage of completion as of the billing date.

B. Invoices received from the ENTITY pursuant to this Contract will be reviewed and approved by the COUNTY's representative, to verify that services have been rendered in conformity with the Contract. Approved invoices will then be sent to the Finance Department for payment. Invoices will normally be paid within thirty (30) days following the COUNTY representative's approval.

C. "Out-of-pocket" expenses will be reimbursed up to an amount not to exceed

Dollars ($ ), and in accordance with the list of the types and amounts of expenditures eligible for reimbursement as set forth in Exhibit "B". All requests for payment of "out-of-pocket" expenses eligible for reimbursement under the terms of this Contract shall include copies of paid receipts, invoices, or other documentation acceptable to the Palm Beach County Finance Department. Such documentation shall be sufficient to establish that the expense was actually incurred and necessary in the performance of the Scope of Work described in this Contract. Any travel, per diem, mileage, meals, or lodging expenses which may be reimbursable under the terms of this Contract will be paid in accordance with the rates and conditions set forth in Section ll2.06l, Florida Statutes.

D. Final Invoice: In order for both parties herein to close their books and records, the ENTITY will clearly state "final invoice" on the ENTITY'S final/last billing to the COUNTY. This shall constitute ENTITY’S certification that all services have been properly performed and all charges and costs have been invoiced to Palm Beach County. Any other charges not properly included on this final invoice are waived by the ENTITY.

E. In order to do business with Palm Beach County, ENTITY’S are required to create a Vendor

Registration Account OR activate an existing Vendor Registration Account through the Purchasing Department’s Vendor Self Service (VSS) system, which can be accessed at https://pbcvssp.co.palm-beach.fl.us/webapp/vssp/AltSelfService. If ENTITY intends to use sub-contractors, ENTITY must also ensure that all sub-contractors are registered as subcontractors in VSS. All subcontractor agreements must include a contractual provision requiring that the sub-contractor register in VSS. COUNTY will not finalize a contract award until the COUNTY has verified that the ENTITY and all of its sub-contractors are registered in VSS.

ARTICLE 4 - TRUTH-IN-NEGOTIATION CERTIFICATE

Signature of this Contract by the ENTITY shall also act as the execution of a truth-in-negotiation certificate certifying that the wage rates, over-head charges, and other costs used to determine the compensation provided for in this Contract are accurate, complete and current as of the date of the Contract and no higher than those charged the ENTITY'S most favored customer for the same or substantially similar service.

The said rates and costs shall be adjusted to exclude any significant sums should the COUNTY determine that the rates and costs were increased due to inaccurate, incomplete or noncurrent wage rates or due to inaccurate representations of fees paid to outside ENTITY’S. The COUNTY shall exercise its rights under this Article 4 within three (3) years following final payment.

ARTICLE 5 - TERMINATION

This Contract may be terminated by the ENTITY upon sixty (60) days' prior written notice to the COUNTY in the event of substantial failure by the COUNTY to perform in accordance with the terms of this Contract through no fault of the ENTITY. It may also be terminated, in whole or in part, by the COUNTY, with cause upon five (5) business days written notice to the ENTITY or without cause upon ten (10) business days written notice to the ENTITY. Unless the ENTITY is in breach of this Contract, the ENTITY shall be paid for services rendered to the COUNTY'S satisfaction through the date of termination. After receipt of a Termination Notice, except as otherwise directed by the COUNTY, in writing, the ENTITY shall:

A. Stop work on the date and to the extent specified.

B. Terminate and settle all orders and subcontracts relating to the performance of the terminated work.

C. Transfer all work in process, completed work, and other materials related to the terminated work to the COUNTY.

D. Continue and complete all parts of the work that have not been terminated.

ARTICLE 6 - PERSONNEL

The ENTITY represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the COUNTY.

All of the services required herein under shall be performed by the ENTITY or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and local law to perform such services.

Any changes or substitutions in the ENTITY'S key personnel, as may be listed in Exhibit "A", must be made known to the COUNTY'S representative and written approval must be granted by the COUNTY's representative before said change or substitution can become effective.

The ENTITY warrants that all services shall be performed by skilled and competent personnel to the highest professional standards in the field.

All of the ENTITY’S personnel (and all Subcontractors), while on County premises, will comply with all COUNTY requirements governing conduct, safety and security.

ARTICLE 7 - SUBCONTRACTING

The COUNTY reserves the right to accept the use of a subcontractor or to reject the selection of a particular subcontractor and to inspect all facilities of any subcontractors in order to make a determination as to the capability of the subcontractor to perform properly under this Contract. The ENTITY is encouraged to seek additional small business enterprises for participation in subcontracting opportunities. If the ENTITY uses any subcontractors on this project the following provisions of this Article shall apply:

If a subcontractor fails to perform or make progress, as required by this Contract, and it is necessary to replace the subcontractor to complete the work in a timely fashion, the ENTITY shall promptly do so, subject to acceptance of the new subcontractor by the COUNTY.

ARTICLE 8 - FEDERAL AND STATE TAX

The COUNTY is exempt from payment of Florida State Sales and Use Taxes. The COUNTY will sign an exemption certificate submitted by the ENTITY. The ENTITY shall not be exempted from paying sales tax to its suppliers for materials used to fulfill contractual obligations with the COUNTY, nor is the ENTITY authorized to use the COUNTY'S Tax Exemption Number in securing such materials.

The ENTITY shall be responsible for payment of its own and its share of its employees' payroll, payroll taxes, and benefits with respect to this contract.

ARTICLE 9 - AVAILABILITY OF FUNDS

The COUNTY'S performance and obligation to pay under this contract for subsequent fiscal years are contingent upon annual appropriations for its purpose by the Board of County Commissioners.

ARTICLE l0 - INSURANCE

ENTITY shall, at its sole expense, agree to maintain in full force and effect at all times during the life of this Contract, insurance coverages and limits (including endorsements), as described herein.

Failure to maintain at least the required insurance shall be considered default of the Contract. The requirements contained herein, as well as COUNTY'S review or acceptance of insurance maintained by ENTITY, are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by ENTITY under the Contract. ENTITY shall agree to provide the COUNTY with at least ten (10) day prior notice of any cancellation, non-renewal or material change to the insurance coverages. The requirements contained herein, as well as COUNTY'S review or acceptance of insurance maintained by ENTITY are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by ENTITY under the contract.

A. ! Professional Liability: ENTITY shall maintain Professional Liability, or equivalent Errors & Omissions Liability, at a limit of liability not less than $100,000 each occurrence, and $100,000 per aggregate. For policies written on a “claims-made” basis, ENTITY warrants the Retroactive Date equals or preceded the effective date of this Contract. In the event the policy is canceled, non-renewed, switched to an Occurrence Form, retroactive date advanced, or any other event triggering the right to purchase a Supplement Extended Reporting Period (SERP) during the term of this Contract, ENTITY shall purchase a SERP with a minimum reporting period not less than three

(3) years. The requirement to purchase a SERP shall not relieve the ENTITY of the obligation to provide replacement coverage. The Certificate of Insurance providing evidence of the purchase of this coverage shall clearly indicate whether coverage is provided on an “occurrence” or “claims - made” form. If coverage is provided on a “claims - made” form the Certificate of Insurance must also clearly indicate the “retroactive date” of coverage.

B. Waiver of Subrogation: ENTITY hereby waives any and all rights of Subrogation against the COUNTY, its officers, employees and agents for each required policy.

When required by the insurer, or should a policy condition not permit an insured to enter into a pre-loss agreement to waive subrogation without an endorsement, then ENTITY shall notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy which includes a condition to the policy specifically prohibiting such an endorsement or voids coverage should ENTITY enter into such an agreement on a pre-loss basis.

C. Certificates of Insurance: On execution of this Contract, within forty-eight (48) hours of a request by COUNTY, and subsequently, prior to expiration of any of the required coverage throughout the term of this Agreement, the ENTITY shall deliver to the COUNTY, unless otherwise directed by COUNTY, a signed Certificate(s) of Insurance evidencing that all types and amounts of insurance coverage required by this Contract have been obtained and are in full force and effect. The Certificate Holder shall read:

Palm Beach County Board of County Commissioners c/o Public Safety

D. Right to Revise or Reject: COUNTY, by and through its Risk Management Department reserves the right to review, and modify the required insurance, including limits, coverage, and, or endorsements.

ARTICLE 11 - INDEMNIFICATION

ENTITY shall protect, defend, reimburse, indemnify and hold COUNTY, its agents, employees and elected officers harmless from and against all claims, liability, expense, loss, cost, damages or causes of action of every kind or character, including attorney’s fees and costs, whether at trial or appellate levels or otherwise, arising during and as a result of their performance of the terms of this Contract or due to the acts or omissions of ENTITY.

ARTICLE l2 - SUCCESSORS AND ASSIGNS

The COUNTY and the ENTITY each binds itself and its partners, successors, executors, administrators and assigns to the other party and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as above, neither the COUNTY nor the ENTITY shall assign, sublet, convey or transfer its interest in this Contract without the prior written consent of the other.

ARTICLE 13 - REMEDIES

This Contract shall be governed by the laws of the State of Florida. Any legal action necessary to enforce the Contract will be held in a court of competent jurisdiction located in Palm Beach County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof.

No provision of this Contract is intended to, or shall be construed to, create any third party beneficiary or to provide any rights to any person or entity not a party to this Contract, including but not limited to any citizen or employees of the COUNTY and/or ENTITY.

ARTICLE l4 - CONFLICT OF INTEREST

The ENTITY represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, as provided for in Chapter 112, Part III, Florida Statutes, and the Palm Beach County Code of Ethics.

The ENTITY further represents that no person having any such conflict of interest shall be employed for said performance of services.

The ENTITY shall promptly notify the COUNTY's representative, in writing, by certified mail, of all potential conflicts of interest of any prospective business association, interest or other circumstance which may influence or appear to influence the ENTITY'S judgement or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the ENTITY may undertake and request an opinion of the COUNTY as to whether the association, interest or circumstance would, in the opinion of the COUNTY, constitute a conflict of interest if entered into by the ENTITY. The COUNTY agrees to notify the ENTITY of its opinion by certified mail within thirty (30) days of receipt of notification by the ENTITY. If, in the opinion of the COUNTY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the ENTITY, the COUNTY shall so state in the notification and the ENTITY shall, at its option, enter into said association, interest or circumstance and it shall be deemed not in conflict of interest with respect to services provided to the COUNTY by the ENTITY under the terms of this Contract.

ARTICLE 15 - EXCUSABLE DELAYS

The ENTITY shall not be considered in default by reason of any failure in performance if such failure arises out of causes reasonably beyond the control of the ENTITY or its subcontractors and without their fault or negligence. Such causes include, but are not limited to, acts of God, force majeure, natural or public health emergencies, labor disputes, freight embargoes, and abnormally severe and unusual weather conditions.

Upon the ENTITY'S request, the COUNTY shall consider the facts and extent of any failure to perform the work and, if the ENTITY'S failure to perform was without it or its subcontractors fault or negligence, the Contract Schedule and/or any other affected provision of this Contract shall be revised accordingly, subject to the COUNTY'S rights to change, terminate, or stop any or all of the work at any time.

ARTICLE 16 - ARREARS

The ENTITY shall not pledge the COUNTY'S credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgement, lien, or any form of indebtedness. The ENTITY further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Contract.

ARTICLE 17 - DISCLOSURE AND OWNERSHIP OF DOCUMENTS

The ENTITY shall deliver to the COUNTY's representative for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials prepared by and for the COUNTY under this Contract.

To the extent allowed by Chapter 119, Florida Statutes, all written and oral information not in the public domain or not previously known, and all information and data obtained, developed, or supplied by the COUNTY or at its expense will be kept confidential by the ENTITY and will not be disclosed to any other party, directly or indirectly, without the COUNTY'S prior written consent unless required by a lawful court order. All drawings, maps, sketches, programs, data base, reports and other data developed, or purchased, under this Contract for or at the COUNTY'S expense shall be and remain the COUNTY'S property and may be reproduced and reused at the discretion of the

COUNTY.

All covenants, agreements, representations and warranties made herein, or otherwise made in writing by any party pursuant hereto, including but not limited to any representations made herein relating to disclosure or ownership of documents, shall survive the execution and delivery of this Contract and the consummation of the transactions contemplated hereby.

Notwithstanding any other provision in this Contract, all documents, records, reports and any other materials produced hereunder shall be subject to disclosure, inspection and audit, pursuant to the Palm Beach County Office of the Inspector General, Palm Beach County Code, Sections 2-421 - 2- 440, as amended.

ARTICLE 18 - INDEPENDENT CONTRACTOR RELATIONSHIP

The ENTITY is, and shall be, in the performance of all work services and activities under this Contract, an Independent Contractor, and not an employee, agent, or servant of the COUNTY. All persons engaged in any of the work or services performed pursuant to this Contract shall at all times, and in all places, be subject to the ENTITY'S sole direction, supervision, and control. The ENTITY shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the ENTITY'S relationship and the relationship of its employees to the COUNTY shall be that of an Independent Contractor and not as employees or agents of the COUNTY.

The ENTITY does not have the power or authority to bind the COUNTY in any promise, agreement or representation.

ARTICLE 19 - CONTINGENT FEES

The ENTITY warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the ENTITY to solicit or secure this Contract 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 the ENTITY, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Contract.

ARTICLE 20 - ACCESS AND AUDITS

The ENTITY shall maintain adequate records to justify all charges, expenses, and costs incurred in estimating and performing the work for at least five (5) years after completion or termination of this Contract. The COUNTY shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during normal business hours, at the ENTITY'S place of business.

Palm Beach County has established the Office of the Inspector General in Palm Beach County Code, Section 2-421 - 2-440, as may be amended. The Inspector General’s authority includes but is not limited to the power to review past, present and proposed County contracts, transactions, accounts and records, to require the production of records, and to audit, investigate, monitor, and inspect the activities of the ENTITY, its officers, agents, employees, and lobbyists in order to ensure compliance with contract requirements and detect corruption and fraud.

Failure to cooperate with the Inspector General or interfering with or impeding any investigation shall be in violation of Palm Beach County Code, Section 2-421 - 2-440, and punished pursuant to Section 125.69, Florida Statutes, in the same manner as a second degree misdemeanor.

ARTICLE 21 - NONDISCRIMINATION

The COUNTY is committed to assuring equal opportunity in the award of contracts and complies with all laws prohibiting discrimination. Pursuant to Palm Beach County Resolution R2017-1770, as may be amended, the ENTITY warrants and represents that throughout the term of the Contract, including any renewals thereof, if applicable, all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, familial status, sexual orientation, gender identity or expression, or genetic information. Failure to meet this requirement shall be considered default of the Contract.

As a condition of entering into this Contract, the ENTITY represents and warrants that it will comply with the COUNTY’S Commercial Nondiscrimination Policy as described in Resolution 2017-1770, as amended. As part of such compliance, the ENTITY shall not discriminate on the basis of race, color, national origin, religion, ancestry, sex, age, marital status, familial status, sexual orientation, gender identity or expression, disability, or genetic information in the solicitation, selection, hiring or commercial treatment of subcontractors, vendors, suppliers, or commercial customers, nor shall the ENTITY retaliate against any person for reporting instances of such discrimination. The ENTITY shall provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its public sector and private sector subcontracting and supply opportunities, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that have occurred or are occurring in the County’s relevant marketplace in Palm Beach County. The ENTITY understands and agrees that a material violation of this clause shall be considered a material breach of this Contract and may result in termination of this Contract, disqualification or debarment of the company from participating in County contracts, or other sanctions. This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party. ENTITY shall include this language in its subcontracts.

ARTICLE 22 - AUTHORITY TO PRACTICE

The ENTITY hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the COUNTY's representative upon request.

ARTICLE 23 - SEVERABILITY

If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Contract, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law.

ARTICLE 24 - PUBLIC ENTITY CRIMES

As provided in F.S. 287.132-133, by entering into this contract or performing any work in furtherance hereof, the ENTITY certifies that it, its affiliates, suppliers, subcontractors and ENTITY’S who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the 36 months immediately preceding the date hereof. This notice is required by F.S. 287.133(3)(a).

ARTICLE 25 - MODIFICATIONS OF WORK

The COUNTY reserves the right to make changes in Scope of Work, including alterations, reductions therein or additions thereto. Upon receipt by the ENTITY of the COUNTY'S notification of a contemplated change, the ENTITY shall, in writing: (1) provide a detailed estimate for the increase or decrease in cost due to the contemplated change, (2) notify the COUNTY of any estimated change in the completion date, and (3) advise the COUNTY if the contemplated change shall affect the ENTITY'S ability to meet the completion dates or schedules of this Contract.

If the COUNTY so instructs in writing, the ENTITY shall suspend work on that portion of the Scope of Work affected by a contemplated change, pending the COUNTY'S decision to proceed with the change.

If the COUNTY elects to make the change, the COUNTY shall initiate a Contract Amendment and the ENTITY shall not commence work on any such change until such written amendment is signed by the ENTITY and approved and executed on behalf of Palm Beach County.

ARTICLE 26 - NOTICE

All notices required in this Contract shall be sent by certified mail, return receipt requested, hand delivery or other delivery service requiring signed acceptance.