RFQ_26-096_Sample_Agreement_Final.pdf

FAIN: GNSSP25FL0068-01-00

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

RFQ 26-096 Design & Permitting for Inshore Artificial Reef Project

Contract #: RFQ 26-096

Pursuant to the RESTORE Act Spill Impact Component, Florida State Expenditure Plan (FSEP), Project No. 13-5.

Federal Awarding Agency: Gulf Ecosystem Restoration Council

Federal Award Identification Number (FAIN): GNSSP25FL0068-01-00

Pass-Through Entity: The Gulf Consortium

Subrecipient: Citrus County, Florida (“County”)

CITRUS COUNTY, FLORIDA

A political subdivision of the State of Florida 3600 W Sovereign Path, Suite 266

Lecanto, FL 34461

CONSULTANT AGREEMENT

This Consulting Agreement is entered into by the parties on this _____day of ________________ 2026.

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:

Andrew Owens, Aquatics Division Director Department of Public Works

1300 S. Lecanto Hwy.

Lecanto, Florida 34461 Phone: 352-527-7618

Cell: 352-400-0684 Email: andrew.owens@citrusbocc.gov

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 Work or other rights or obligations of the parties, precedence shall be given in the following order: (1) a fully executed Addendum to this Agreement (later executed Addenda taking precedence over earlier dated Addenda), (2) provisions of this Agreement, (3) provisions of Gulf Consortium Subrecipient Agreement No. 250068135.01

(4) provisions of the Request for Qualifications (5) provisions of the Consultant’s Response (6) provisions of the Purchase Order issued to Consultant, and (7) provisions contained in any governmental regulation incorporated herein by reference. There are no understandings or agreements except as herein expressly stated.

6.0 Agreement Documents

Exhibit A- Gulf Consortium Subrecipient Agreement No. 250068135.01 and Exhibits

Exhibit B- Consultant’s Labor Fee Schedule

Exhibit C- Scope of Work

7.0 Term of Agreement

The duration of the Agreement shall begin on the date that the parties have executed the Agreement and shall continue until the project is completed by the Consultant and is accepted by County.

The effective term of the Gulf Consortium Subrecipient Agreement No. 250068135.01, attached to this Agreement as Exhibit ‘A’, shall remain in effect until December 1, 2027.

8.0 Modification of Agreement

The 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 Work 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 Work Provided by Consultant

The Work to be performed by Consultant is summarized in the Scope of Work attached to this Agreement as Exhibit C. If County identifies any additional Work to be provided by Consultant that is not covered under the original Agreement, such additional Work shall be made a part of this Agreement by a written Addendum.

10.0 Compensation to Consultant

Compensation to be paid to Consultant for the Work shall be noted in Exhibit "B", attached to this Agreement.

11.0 Payment of Payment Requests

11.1. Payment Requests

Requests for payment for the Work provided under the Agreement shall be submitted no more frequently than once per month, unless stipulated differently in the Agreement. At a minimum, the payment requests shall include the Purchase Order Number, a description of the Work performed, 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 request 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 Work have been completed in accordance with this Agreement. If it is found that the payment request is not in proper order, or the Work covered under the payment request 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 Work 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 Work 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 Work 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 Work under an emergency purchase without a purchase order; however, such requests 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 Payments to Subconsultants/Subcontractors

When Consultant receives from County any payment for Work covered under the Agreement, Consultant must pay such money received to each Subconsultant/Subcontractor or supplier in proportion to the percentage of the Work 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, Work 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.

11.7 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.

11.8 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 damage suffered as a result of the default.

11.9 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.

11.10 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.

12.0 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

Not Applicable

12.3. Warranty of Standard Care

In the performance of professional Work, 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 Work 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 Work 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 Work. All such re-executed Work 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 Work of Consultant. When title passes to County in accordance with the Agreement, Consultant warrants that the Work furnished will be free and clear of all security interests, liens and encumbrances or claims of any party.

13.0 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.

14.0 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 Work 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 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 Work, 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 26-096

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, and The Gulf Consortium, 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, Gulf Ecosystem Restoration Council, and The Gulf Consortium, their 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 scope of the Work without invalidating the Agreement. If such changes result in an increase or decrease in the Contract Price, or in the time required for performance of the Work, an equitable adjustment shall be authorized by way of a Change Order and shall require an amendment to the Agreement executed by both parties. The County also may at any time, by issuing a Field Order, make changes in the details of the Work. Successful Bidder shall proceed with the performance of any changes in the Work so ordered by County unless Successful Bidder believes that such Field Order entitles it to a change in Contract Price or Time, or both, in which event Successful Bidder shall give County written notice thereof within fifteen (15) calendar days after the receipt of the ordered change, and Successful Bidder shall not execute such changes pending the receipt of an executed Change Order, amendment to the agreement, or further instruction from County.

17.0 Termination of Agreement

17.1 Termination by County or The Gulf Consortium for Cause: In the event Consultant fails to honor any term of the Agreement or abide by any statutory, regulatory, or licensing requirements, County or The Gulf Consortium may terminate the Agreement for cause by first notifying Consultant in writing, specifying the nature of the default. Consultant shall have ten (10) business days to cure such default. If after the ten-day notice, Consultant has not cured the default, termination shall become final.

Except for defaults of its sub-Consultants at any tier, Consultant shall not be liable for any excess costs if the failure to perform the services arises from events completely beyond control, and without the fault or negligence of Consultant. If, after termination, it is determined that Consultant was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of County or The Gulf Consortium. In the event of termination for cause, County or The Gulf Consortium will be responsible for compensating Consultant only for the completed or partially completed Work up to the date of suspension, less any expenses incurred by County or The Gulf Consortium as a result of the default. Termination of the Work shall not entitle Consultant to any loss of anticipated profit under this provision. The rights and remedies of County or The Gulf Consortium in this clause are in addition to any other rights and remedies provided by law or under the Agreement.

17.2 Termination for Convenience: Either party may terminate this Agreement by giving the other party thirty (30) days written notice. Upon receiving a notice of termination, Consultant shall immediately comply with the notice, stopping all work in-progress and not perform any further Work. In the event of termination, County will be responsible for compensating Consultant only for the completed or partially completed Work up to the date of termination. Termination of the provision of the Work shall not entitle Consultant to any loss of anticipated profit under this provision.

17.3 Notice of Termination for Default: County or The Gulf Consortium may terminate this Agreement in whole or in part, for County or The Gulf Consortium's convenience or because of the failure of Consultant to fulfill the Agreement obligations. County or The Gulf Consortium shall terminate by delivering to Consultant a Notice of Termination specifying the nature, extent, and effective date of termination. Upon receipt of the notice, Consultant shall (1) immediately discontinue all Work affected

(unless the notice directs otherwise), and (2) deliver to County or The Gulf Consortium all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process.

If the termination is for the convenience of County or The Gulf Consortium, Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed Work.

If the termination is for failure of Consultant to fulfill the Agreement obligations, County or The Gulf Consortium may complete the Work by contact or otherwise and Consultant shall be liable for any additional cost incurred by County or The Gulf Consortium.

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

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 Work 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 Work 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, 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, Code of Federal Regulations and all prohibitions against discrimination on the basis of race, religion, sex, creed, age, national origin, disability, genetic information or veteran’s status.

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

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 Work 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 Work covered under this Agreement, or of any property included or planned to be included in the Work, 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 Work

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

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 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 Work 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.

19.10 Disposal of Wastes

Not Applicable

19.11 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.

19.12 Documentation

All tracings, plans, specifications, maps, deliverables, computer files and/or reports prepared or obtained under this Agreement as well as all data collected, together with summaries and charts derived there from, will be considered works made for hire and will become the property of County upon expiration or termination of the Agreement without restriction or limitation on their use (i.e..

equipment, Work, software, computer models, data, routines, technology, and other intellectual property incidents to provide the Scope of Work). Upon delivery to County of said document(s), County will become the custodian thereof in accordance with Chapter 119, Florida Statutes.

19.13 Drug Free Workplace

Consultant’s entering into Federal funded contracts over the simplified acquisition threshold (as defined at 41 U.S.C. § 134) must comply with the Drug Free Workplace Act of 1988 (41 U.S.C.

8102), which requires the Consultant to take certain actions to provide a drug-free workplace.

19.14 Employees, Subconsultants and Agents

All Consultant employees, Subconsultants, and agents performing any of the Work 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, or 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 Work 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.

19.15 Environmental Issues

Consultant shall comply with all federal environmental statutes and regulations as applicable. 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.

19.16 Equal Employment Opportunity

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

19.17 E-Verification System

Consultant and its Subconsultants shall utilize the U.S. Department of Homeland Security’s E- Verify system, https://www.uscis.gov/, in accordance with Section 448.095, Florida Statutes, to verify the employment eligibility of: (1) all persons employed by Consultant during the contract term to perform any duties within Florida, and; (2) all persons, including Subconsultants, assigned by Consultant to perform work pursuant to this Contract. Consultants meeting the terms and conditions of the E-Verify System are deemed to be in compliance with this provision. Consultant and its Subconsultants shall provide County with affidavits stating that they do not employ, contract with, or subcontract with an unauthorized alien. County is obligated to terminate this Agreement upon a good faith belief that Consultant or its Subconsultants has knowingly violated Section 448.095, Florida Statutes.

19.18 Force Majeure Event

Neither party shall be considered to be in default in the performance of its obligations under this Agreement, except obligations to make payments with respect to amounts already accrued, to the extent that performance of any such obligations is prevented or delayed by any cause, existing or future, which is beyond the reasonable control, and not a result of the fault or negligence of, the affected party (a "Force Majeure Event"). If a party is prevented or delayed in the performance of any such obligations by a Force Majeure Event, such party shall immediately provide notice to the other party of the circumstances preventing or delaying performance and the expected duration thereof. Such notice shall be confirmed in writing as soon as reasonably possible. The party so affected by a Force Majeure Event shall endeavor, to the extent reasonable, to remove the obstacles which prevent performance and shall resume performance of its obligations as soon as reasonably practicable. A Force Majeure Event shall include, but not be limited to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond Consultant’s control, or for any of the foregoing that affect Subconsultants or suppliers if not alternate source of supply is available to Consultant.

19.19 Governing Law and Venue

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

19.20 Governmental Restrictions

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

19.21 Immigration and Nationality Act

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

19.22 Inspection, Performance, Supervision

County reserves the right to inspect the Work provided by Consultant, whether partially or fully completed, at any time, as deemed appropriate by County for the purpose of ensuring Consultant’s performance under the Agreement. Such inspections performed by County, shall not be construed as a final approval of Consultant’s Service, and shall not relieve Consultant from its obligations under the Agreement. County reserves the right to inspect, at any reasonable time with prior notice, Consultant’s facilities to assess conformity of the provision of the Work with the Agreement requirements. County reserves the right to investigate or inspect, at any time, whether the provision of the Work complies with the 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 capacity of Consultant for the performance of the provision of the Work covered under the Agreement. This paragraph shall not mean or imply that it is obligatory upon County to make an investigation either before or after award of the Agreement, but should County elect to do so, Consultant is not relieved from fulfilling all Agreement requirements. Consultant shall supervise and direct the performance of its Work and shall be solely responsible for the means, methods, techniques, sequences, and safety. The Consultant will employ and maintain, at the Project Site, a qualified supervisor or superintendent who shall have been designated in writing by Consultant as Consultant’s representative at the Project Site. The supervisor or superintendent shall have full authority to act on behalf of Consultant and all communications given to the supervisor or superintendent shall be as binding as if given directly to Consultant. The supervisor or superintendent shall be present on the Project Site at all times as required to perform adequate supervision and coordination of Consultant’s Work.

19.23 Lawful Claims and Demands

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

19.24 Lobbying

Consultant shall not, in connection with the Agreement, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any County officer or employee’s decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any County officer or employee. For purposes of clause (2), “gratuity” means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, Work, employment, or contracts of any kind. Consultant agrees to disclose, in a timely manner, to County any and all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award.

19.25 Inspector General: Consultant agrees to comply with the Inspector General in any investigation, audit, inspection, review, or hearing performed pursuant to Section 20.055, Florida Statutes.

19.26 Materials, Work, and Facilities

It is understood that, except as otherwise specifically stated in the Contract Documents, Consultant shall provide and pay for all materials, labor, tools, equipment, water, light, power, transportation, supervision, temporary construction of any nature, and all other Work and facilities of any nature whatsoever necessary to execute, complete, and deliver the Work within the specified time.

19.27 Non-Collusion

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

19.28 Project Site Conditions

Consultant shall be deemed to have examined the Project Site, if applicable, and to have secured full knowledge of all conditions under which the Work is to be executed and completed.

19.29 Protection of Persons

Consultant will be responsible for the safety of its…