RFQ_25-134_Sample_Master_Agreement_FINAL.pdf

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RFQ 25-134 Professional Consulting Services for Solid Waste Management Division

Contract #: RFQ 25-134

CITRUS COUNTY, FLORIDA

A political subdivision of the State of Florida 600 W Sovereign Path

Lecanto, FL 34461

MASTER CONSULTANT AGREEMENT

This Consulting Agreement is entered into by the parties on this _____day of ________________ 2025.

1.0 Parties:

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

TBD, (Consultant)

2.0 Designated Contact Person as to County:

Linda Morse, Purchasing & Contracts Manager Department of Management & Budget

3600 W. Sovereign Path, Ste. 266 Lecanto, Florida 34461 Phone: 352-527-5457

Fax: 352-527-5424 Email: linda.morse@citrusbocc.com

3.0 Designated Contact Person as to Consultant:

P.O.C.

Firm Name

Firm Address City, State, Zip Code

Phone:

Fax:

Email:

4.0 Notices

All notices between County and Consultant, 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 Consultant and County (hereinafter referred to as the “Master 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 Master Agreement, (3) provision of any Work Authorization assigned to Consultant (4) provisions of the Purchase Order issued to Consultant, and (5) provisions contained in any governmental regulation incorporated herein by reference. There are no understandings or agreements except as herein expressly stated.

mailto:linda.morse@citrusbocc.com

6.0 Agreement Documents

Exhibit A- Consultant’s Labor Fee Schedule

7.0 Term of Master Agreement and Commencement of Services

The duration of the Master Agreement shall be for a period of three (3) years commencing on October 1, 2025. The date that Consultant shall commence the provision of Services shall be the date on which an approved and executed Work Authorization is received by Consultant. The County reserves the right to automatically extend this Agreement for a maximum period not to exceed one hundred twenty (120) calendar days in order to provide County departments with continual service and supplies while a new agreement is being solicited, evaluated, and/or awarded.

8.0 Modification of Master Agreement

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

9.0 Services Provided by Consultant: The Services of Consultant shall be on an as-needed basis. The Services shall be for (1) non-construction related projects ("studies") where the estimated cost of the study does not exceed $500,000 or (2) construction related projects where the estimated cost of construction does not exceed $7,500,000, as outlined in section 287.055, Florida Statues as amended from time to time.

Projects assigned to Consultant shall be through a "Work Authorization", which shall be considered a "sub-agreement" to the Master Agreement whereby County and Consultant mutually agree to scope, schedule and price for a project that is assigned to Consultant. Any County Representative authorized to do so, with the oversight of County’s Purchasing Section, can issue Work Authorizations to Consultant. All Work Authorizations with a budgeted value in excess of $35,000.00 will require the approval of the County Administrator.

9.1 Additional Services: Services that may be required after expiration of the Master Agreement and Work Authorizations, including, but not limited to, design assistance, construction assistance, and litigation assistance, will be completed within the terms and conditions of this Master Agreement at the written direction of County. Any additional Services, as well as compensation for such, will be negotiated between the Parties and made part of this Master Agreement through an Amendment to the Agreement.

9.2 Changes in Project Scope: County may at any time, as the need arises, order changes to the project scope of any Work Authorization, without invalidating the Master Agreement. If such changes result in an increase or decrease in Consultant's fees, or in the time required for Consultant to perform the Services, an equitable adjustment shall be authorized by way of an Amendment to the Work Authorization. Any Amendment that results in a change in Consultant's fees in excess of $35,000.00 will require the approval of the County Administrator.

9.3 Correction of Work: Consultant shall promptly correct any Services rejected by County for failure to comply with the requirements of the Work Authorization, and this Master Agreement, without additional expense to County. If Consultant does not take action to correct rejected Services within ten (10) calendar days after receipt of written notice from County, County may cancel the Work Authorization and, at its discretion, terminate the Master Agreement.

9.4 Performance Qualifications: County reserves the right to investigate or inspect, at any time, whether the provision of the Services complies with the Work Authorization and the Master Agreement requirements. Consultant shall at all times during the Agreement term remain responsive and responsible. Consultant must be prepared, if requested by County, to present evidence of experience, ability, and financial standing, as well as a statement as to the capacity of Consultant to perform the Services covered under any Work Authorization and the Master Agreement. If County determines that (1) Consultant does not meet these qualifying conditions,

(2) that the Services do not meet the specified requirements, or (3) that Consultant's performance is untimely, County may terminate the Work Authorization and Master Agreement. All final plans, documents, reports, studies and other data prepared by Consultant shall bear the professional's seal/signature in accordance with the Florida Statute and Administrative Rules promulgated by the Florida Department of Business and Professional Regulation governing Consultant’s profession as modified from time to time.

9.5 Progress Schedules: Consultant agrees to provide project schedule progress reports for all Work Authorizations in a format acceptable to County and at intervals established by County.

County will be entitled at all times to be advised, at its request, as to the status of Work being performed by Consultant under any Work Authorization and of the details thereof. Either party to the Master Agreement may request and be granted a conference.

9.6 Supervision by Consultant: Consultant shall supervise and direct the performance of the Work and shall be solely responsible for the means, methods, techniques, sequences, and safety.

9.7 Suspension of Consultant's Services under a Work Authorization Assignment: County may, in its sole discretion, suspend Consultant's Services covered under any Work Authorization assignment, at any time, when in the best interest of County. County shall provide Consultant written notice outlining the particulars of the suspension. Upon receiving a notice of suspension, Consultant and Subconsultant shall immediately comply with the notice, stopping all work in-progress and not perform any further Services covered under the Work Authorization assignment.

Within thirty (30) days after the notice of suspension, or any longer period agreed to between County and Consultant, County shall either issue a written notice authorizing Consultant to resume the Services or terminate the Work Authorization assignment. If County issues notice to Consultant to resume its Services, Consultant will be allowed a mutually agreed upon extension of time that is directly attributable to the suspension. In the event of suspension, County will be responsible for compensating Consultant only for Services satisfactorily completed, or partially completed, up to the date of suspension. Suspension of Consultant's Services shall not entitle Consultant to any loss of anticipated profit under this provision.

9.8 Work Authorizations: Anytime County requires Consultant's Services for a project, County will develop a "conceptual" scope of services for the project and share such with Consultant.

Consultant will be required to (a) evaluate the conceptual scope and gather additional information, if necessary, (b) visit and familiarize themselves with the project site, if applicable, and (c) provide County with a Response for the project, which will include a detailed scope of services, a schedule of milestones, and a cost estimate for the project. The Response shall be submitted in sufficient detail, as required by County, to allow for the proper evaluation of the Response. If Consultant's Response is deficient in scope or there is insufficient information concerning Consultant's cost estimate, Consultant will be required to provide County with additional information and/or modify the Response to the satisfaction of County. Upon County's acceptance of Consultant's Response (scope, schedule, and fee), Consultant shall prepare a final Response which shall be identified as a "Work Authorization" for execution by County and Consultant. All Services to be performed by Consultant under a Work Authorization shall be to the satisfaction of County. Furthermore, Consultant shall have the responsibility to answer questions, provide County information, and resolve issues that may arise during Consultant's preparation of their Response, as well as negotiate Consultant's scope, schedule, and fee for Project. If, after discussions and negotiations between County and Consultant, County cannot accept Consultant's Response for a particular project, County shall have the right to rescind its request for Consultant's Services and seek the services of another consultant. Under no circumstances shall County be liable to Consultant for any costs incurred by Consultant in preparing their Response regardless of whether County does or does not accept Consultant's Response.

9.8.1 Duration of Work Authorizations: Work Authorizations issued under the Master Agreement will remain in force until completed by Consultant or cancelled by County and time is of the essence of this Master Agreement and each of its provisions.

If County must terminate a Work Authorization for Consultant's nonperformance, County reserves the right to negotiate with the next most qualified Consultant.

9.8.2 Notices of Work Authorizations: Work Authorizations are "sub-agreements" to this Agreement whereby County and Consultant mutually agree to the scope, schedule and price of a project that is assigned to Consultant. All notices between County and Consultant concerning Work Authorizations shall be between County and Consultant.

Notices shall be in writing and delivered by regular mail, certified mail, courier service, facsimile, and e-mail or personal delivery.

10.0 Compensation to Consultant

Compensation to be paid to Consultant for the provision of their Services for Work Authorization assignments shall be based on Consultant's labor fee schedule. If County identifies, or Consultant recommends, any additional Services to be performed by Consultant, or if County authorizes changes in the scope, extent, or character of the Project that result in additional fees, such additional fees shall be mutually negotiated between County and Consultant, and made a part of this Master Agreement by a written Amendment.

10.1 Changes in Consultants Labor Fee Schedule: Before making any additions or deletions to the Work described in a Work Authorization and before undertaking any changes or revisions to such Work, the parties will negotiate any necessary cost changes and will agree to such through an amendment to the Work Authorization. In the event that Consultant and County are not able to reach an Agreement as to the amount of compensation to be paid to Consultant for supplemental work desired by County, Consultant will be obligated to proceed with the supplemental work in a timely manner for the amount determined by County to be reasonable. In such an event, Consultant will have the right to file a claim with County for such additional amounts as Consultant deems reasonable; however, in no event will the filing of the claim or the resolution or litigation thereof through the courts relieve Consultant from the obligation to timely perform the supplemental work.

10.2 Compensation in Excess of $195,000: If the compensation to be paid to Consultant, whether by time and material, lump-sum or cost-plus-a-fixed-fee, will exceed the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY FOUR, it is mutually agreed that the following provision will be applicable to this Agreement:

"Consultant hereby certifies covenants and warrants that wage rates and other factual unit costs provided to County to support the compensation for any Services covered under this Master Agreement are accurate, complete and current as of the date of the Agreement. It is further agreed that the Agreement price will be adjusted to exclude any significant sums by which County determines the Agreement price was increased due to inaccurate, incomplete or non-current wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Work Authorization or Master Agreement. For this purpose, the end of the Master Agreement is the date of final billing or acceptance of the work by County, whichever is later."

10.3 Direct Operating Expenses: Allowable direct operating expenses shall include, but not be limited to, purchase of materials or parts, purchase or lease of equipment, reproduction services, film processing, long-distance telephone charges, postal and courier delivery charges, and purchases of other services and/or items as authorized by County in connection with any Work Authorization assignment. Travel, per diem, meals and lodging expenses are not allowable direct operating expenses. Approved direct operating expenses shall be reimbursed to Consultant at actual cost-plus fifteen percent (15%) mark-up to cover Consultant's overhead and profit.

Reimbursement of direct operating expenses will require Consultant to provide copies of invoices, and/or other documentation to support the expenditure.

11.0 Payment of Payment Requests

11.1. Payment Requests

Requests for payment for 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 performed, 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 Consultant that County deems necessary to substantiate claims for remuneration. Upon receipt of Consultant’s payment request, County will review such to ensure that it is in proper order, and that the Services 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.

11.2. 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.

11.3. 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 Consultant 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”.

11.4. Resolution of Payment Request Disputes

In the event of a dispute between Consultant and County concerning the full or partial payment of a payment request, such disagreement shall be finally determined by County. If the dispute between Consultant 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.

11.5. Purchase Order

Although an Agreement will be executed by County and Consultant for the Services being performed by Consultant, a purchase order will also be issued to Consultant for the purpose of facilitating payment to Consultant. Except under an "emergency request", Consultant shall not perform any Services for County until Consultant has received a purchase order and/or Notice to Proceed from County. Consultant will be permitted to accept an order to perform Services under an emergency purchase without a purchase order; however, such request from County must be transmitted to the Consultant via facsimile or e-mail. The written transmission order must be submitted with any payment request submitted by the Consultant for such emergency requests.

11.6 Progress Payments: Consultant may submit progress payment requests to County for partial completion of the Services. If County makes payment of progress payments to Consultant which is attributable to any services provided by any of Consultants suppliers, subconsultants or subcontractors, Consultant shall remit payment for such from the progress payments to those subconsultants or subcontractors. All Services covered by progress payment requests shall become the sole property of County. However, this shall not be construed as relieving Consultant of the sole responsibility for the care and protection of those Services which have been completed, even if Consultant remains in possession and control of such Services, or as a waiver of the right of County to require Consultant to fulfill all of the terms of the Agreement. If Consultant's fee is a "lump sum amount", Consultant shall indicate on each invoice (1) the percentage of work completed, (2) the value of the completed work, based on a percentage of the lump sum amount,

(3) the total amount of prior payments received, and (4) the net amount of the payment request, which is the value of the completed work minus the value of prior payments received.

11.7 Payments to Subconsultants/Subcontractors

When Consultant receives from County any payment for Services covered under the Agreement, Consultant must pay such moneys received to each Subconsultant/Subcontractor or supplier in proportion to the percentage of the Services completed by each Subconsultant or supplier within ten (10) business days after Consultant’s receipt of the payment. If Consultant receives less than full payment, then Consultant shall be required to disburse only the funds received on a pro rata basis to its Subconsultants/Subcontractors and suppliers, each receiving a prorated portion based on the amount due on the payment. If a Subconsultant/Subcontractor receives payment from Consultant for labor, Services or materials furnished by Subconsultants/Subcontractor or suppliers hired by the Subconsultant/Subcontractor, the Subconsultant/Subcontractor must remit payment due to those Subconsultants/Subcontractors or suppliers within seven (7) business days after the Subconsultant's/Subcontractor’s receipt of payment from Consultant.

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

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

11.10 Final Payment Once the Project has been completed and Consultant has fulfilled all of the requirements under the Work Authorization and provided there are no existing or pending claims or demands by County against Consultant, Consultant may submit a final payment request to County. Upon receipt of such, and provided the payment request is in order, County shall make final payment to Consultant.

11.11 ACH Enrollment

All Consultants will be required to complete an “Authorization Agreement for ACH Credits Enrollment Form”. Payments will be deposited directly into Consultant’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.

12. Warranties

12.1. Warranty of Ability to Perform

Consultant 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 Consultant's ability to satisfy its obligations under the Agreement.

12.2. Warranty Against Defects in Workmanship

Consultant 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, Consultant 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. Consultant 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.

12.3. Warranty of Standard Care

In the performance of professional Services, Consultant will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities. Consultant will use due care in performing the Services and will have due regard for acceptable professional standards and principles. Consultant’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 Consultant does not comply with the foregoing warranties and County notifies Consultant of such, then Consultant shall (at its sole expense) promptly re-execute the nonconforming Services. All such re-executed Services shall be performed on a mutually agreed upon schedule. Consultant shall and does hereby assign to County the benefits of any of Consultant’s suppliers or Subconsultant’s warranties. Such assignment shall not relieve

Consultant of its warranty obligations for performance or standard of care to County under this Agreement.

12.4. Warranty of Title

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

13. Public Records

Consultant will keep and maintain public records required by the County to perform the Service. Upon request from the County’s custodian of public records, Consultant 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.

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

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

PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,

CONTACT THE CUSTODIAN OF PUBLIC RECORDS, AT 3600 W.

SOVEREIGN PATH, LECANTO, FL 34461; PHONE: (352)527-5235 EMAIL:

RMLO@CITRUSBOCC.COM.

14. Insurance

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

14.1. Minimum Insurance Requirements

Consultant 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 Consultant, his agents, representatives, employees, or Subconsultants. 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 mailto:RMLO@CITRUSBOCC.COM to protect Consultant against any loss exposures, whether as a result of the Project or otherwise. The requirements contained herein, as well as County’s review or acknowledgement, are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Consultant under a contract.

14.2. Commercial General Liability

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

14.3. Automobile Liability

Consultant must obtain coverages for all for Bodily Injury and Property Damage of not less than $1,000,000 combined single limit each accident. In the event Consultant does not own vehicles, Consultant 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 Consultant 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 Consultant that has exempt status as an individual, the County requires proof of workers compensation insurance coverage for that Consultant/employer/owner’s employees. If the Consultant/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 Consultant/employer/owner.

14.4.3 The purpose of this section is to ensure that all Consultants, Subconsultants, 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 Subconsultants, subconsultants, sole proprietors, or other business entities. All provisions of this Section shall be construed in accord with this intent.

14.5. Cyber Insurance

If any operations to be undertaken by Consultant include interfacing with County information technology (IT), operation technology (OT), computer hardware or software, or accessing, processing, or storing personally identifiable information (PII), payment card industry data security standard (PCI), personal health information (PHI), confidential or protected data, Consultant must obtain Claims-Made coverage in an amount not less than $1,000,000 per claim for actual or alleged breaches of data and loss of data. The Claims-Made policy form shall provide continuous coverage that remains in place for three (3) years after contract completion.

14.6 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.

14.7. Other Insurance Provisions

14.7.1 Consultant 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.

14.7.2 The project’s Bid number shall be noted on the certificate. RFQ 25-134

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

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

14.7.5 Consultant’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 Consultant’s insurance and shall be non-contributory.

14.7.6 For all policies of insurance: Consultant 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.

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

14.7.8 It is the Consultant’s responsibility to ensure that all Subconsultants comply with these insurance requirements. The Consultant shall include all Subconsultants as insured under its policies or shall furnish separate certificates and endorsements for each Subconsultant. All coverage for Subconsultants shall be subject to all of the requirements stated herein.

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

14.7.10 All Certificates must show that the Consultant’s policies have been endorsed per the requirements.

14.7.11 Once ALL paperwork is completed and received by the County, an email will be sent to Consultant 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 Consultant’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. Consultant will not be allowed to begin work and no payments will be made until registration is completed and a compliant Certificate of Insurance is received from Consultant’s agent(s). This is a yearly requirement for the duration of the Agreement.

15.0 Indemnification

Consultant shall indemnify and hold harmless the County, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant and other persons employed or utilized by the Consultant in the performance of the Agreement.

16.0 Change Orders

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

17.0 Termination of Master Agreement

Either party may terminate this Master Agreement or a Work Authorization Assignment by giving the other party thirty (30) days written notice. In the event of termination, County will be responsible for compensating Consultant only for those Services satisfactorily completed or partially completed up to the date of termination. Consultant shall not be entitled to compensation for loss of anticipated profit.

18.0 Licenses and Certifications

Consultant, or its Subconsultant(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 Additional Terms and Conditions

19.1 Advertising

Subject to Chapter 119, Florida Statutes, Consultant 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 Consultant’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.

19.2 Assignment

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

19.3 Bankruptcy or Insolvency

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

19.4 Compliance with Laws

Consultant shall comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of Local, State and Federal agencies having jurisdiction and authority. These laws, shall include, but not be limited to, Chapter 287 of the Florida Statutes, the Uniform Commercial Code, the Immigration and Nationalization Act, the Americans with Disabilities Act, the United States Occupational Safety and Health Act, the United States Environmental Protection Agency, the State of Florida Department of Environmental Protection, Southwest Florida Water Management District and all prohibitions against discrimination on the basis of race, religion, sex, creed, 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.

19.5 Conflict of Interest

Consultant 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, Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant 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 Consultant any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant, and its Subconsultants at any tier, certify that they have not entered into any contract, sub-contract, or arrangement in connection with the Services covered under this Agreement, or of any property included or planned to be included in the Services, in which any member, officer, of employee of Consultant or its Subconsultants, during its tenure, or for two years thereafter, has any interest, direct or indirect. Consultant, and its Subconsultants at any tier, shall insert the following provision into each of their contracts and subcontracts:

"No member, officer, or employee of the Subconsultant, during their tenure or for two years thereafter, shall have any interest, direct or indirect, in this contract or the proceeds thereof."

19.6 Correction of Services

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

19.7 County, State or Federal Funds: The County’s performance and obligation to pay under this contract is contingent upon an annual appropriation from state and federal government as well as allocation by the Board of County Commissioners. Additionally, in accordance with Section 216.347, Florida Statutes, and as provided herein, Consultant may not expend any County funds for the purpose of lobbying the legislature, or local, state, or federal agencies.

19.8 Debarment

Consultant 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.

19.9 Direct Purchase

County may purchase materials, equipment and supplies directly from the Consultant’s supplier instead of through Contract, forgoing the payment of sales and use taxes.

19.10 Discriminatory Vendor

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

19.11 Disposal of Wastes

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

19.12 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 Consultant. Should a mutual agreement not be reached, County shall render a decision and reduce such to writing and serve a copy on Consultant. The decision shall be final and conclusive.

19.13 Documentation

All tracings, plans, specifications, maps, deliverables, computer files and/or reports prepared or obtained under this Master Agreement and any Work Authorization Assignment, 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 Master Agreement without restriction or limitation on their use (ie. equipment, services, software, computer models, data, routines, technology, and other intellectual property incident to provide the Scope of Services). Upon delivery to County of said document(s), County will become the custodian thereof in accordance with Chapter 119, Florida Statutes. Consultant will not copyright any material and products, trademark, trade secret or patent any invention developed under this Master Agreement.

Copies of these documents are not to be sold or distributed to third parties without the written consent of County. This Master Agreement has been prepared by County and reviewed by Consultant and their professional advisors and it is agreed that it should not be interpreted in favor of either County or Consultant or against County or Consultant merely because of their efforts in preparing the Master Agreement. The headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Master Agreement.

19.14 Drug Free Workplace

Consultant 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).

19.15 Employees, Subconsultants and Agents

All Consultant employees, Subconsultants, and agents performing any of the Services under the Agreement shall be properly trained to meet or exceed any specified training qualifications. Upon request, Consultant shall furnish a copy of certification or other proof of qualification. All employees, Subconsultants, and agents of Consultant must comply with all security and administrative requirements of County. County may conduct, and Consultant shall cooperate in, a security background check or otherwise assess any employee, Subconsultant, and agent of Consultant. County may refuse access to, or require replacement of, any of Consultant’s employee, Subconsultant, and agent for cause, including, but not limited to, technical or training qualifications, quality of Work, change in security status, or non-compliance with County’s security or other requirements. Such refusal shall not relieve Consultant of its obligation to perform all Services in compliance with the Agreement. County may reject and bar from any facility for cause any of Consultant’s employees, Subconsultants, or agents. County shall have the right to review and approve any Subconsultant used by Consultant. Consultant shall be fully responsible to County for the acts and omissions of its Subconsultants, and persons directly or indirectly employed by them. It is Consultant’s responsibility to ensure that their Subconsultants are properly licensed to do business in the State of Florida and Citrus County, as required by law.

19.16 Environmental Issues

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

19.17 Equal Employment Opportunity

Consultant shall not discriminate on the basis of race, color, sex, age, national origin, religion, and disability, sexual orientation, gender identity, or handicap…