RSQ_08-26_Cont_Prof_Svcs_Eng.pdf

NEW SMYRNA BEACH UTILITIES

REQUEST FOR STATEMENT OF QUALIFICATIONS

RSQ 08-26

CONTINUING PROFESSIONAL SERVICES

NEW SMYRNA BEACH UTILITIES (“NSBU”) IS SEEKING STATEMENTS OF QUALIFICATIONS

FROM QUALIFIED CONSULTANTS TO PROVIDE CONTINUING PROFESSIONAL SERVICES IN

THE SPECIFIED FIELDS OF EXPERTISE FOR THE ENGINEERING DEPARTMENT PER THE

ATTACHED SPECIFICATIONS AND THE CONSULTANTS' COMPETITIVE NEGOTIATION ACT,

SECTION 287.055, FLORIDA STATUTES.

Notice is hereby given that sealed proposals will be ACCEPTED ELECTRONICALLY VIA VENDOR LINK, until APRIL 29, 2026 https://www.myvendorlink.com/external/bids?a=358

Submit Proposals To:

Maureen Lynch, CPPB Procurement Manager New Smyrna Beach Utilities, City of New Smyrna Beach, FL

(386) 424 3046 Telephone mlynch@nsbufl.com

PURPOSE FOR RSQ is to obtain and select the most highly qualified firms to provide professionals expertise in a timely manner on an as needed basis. Proposals received after this deadline will not be considered for award.

You can join the bid opening online by using the link contained within the RSQ Or you can attend by dialing (872) 216-5903 PIN# 392 112 61# mailto:mlynch@nsbufl.com

TABLE OF CONTENTS

Schedule…………………………………………………………………………………3 Scope of Work…………………………………………………………………………...4 Proposal Subject…………………………………………………………………………6 Sample Contract………………………………………………………………………

RSQ SCHEDULE

DISTRIBUTION OF RSQ NO.08-26: MARCH 24, 2026

DEADLINE FOR QUESTIONS BY 2:30 PM: APRIL 7, 2026

ADDENDUM PUBLISHED BY 5:00 PM: APRIL 15, 2026

RSQ RETURN DEADLINE BY 2:30 PM: APRIL 29, 2026

ELECTRONIC PROPOSALS THROUGH VENDOR LINK

BID OPENING ONLINE 3:00PM APRIL 29, 2026

WE ARE ALSO OFFERING A REMOTE CALL-IN FOR LISTENING TO THE BID

OPENING.

YOU CAN ATTEND BY DIALING (872) 216-5903 PIN# 392 112 61#

OR BY CLICKING ON THE LINK BELOW

https://teams.microsoft.com/meet/2958050031922?p=9MQJrVQamS73vrXf Qq https://teams.microsoft.com/meet/2958050031922?p=9MQJrVQamS73vrXfQq https://teams.microsoft.com/meet/2958050031922?p=9MQJrVQamS73vrXfQq

Continuing Professional Services

In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, NSBU is requesting Statements of Qualification for Continuing Professional Services.

All aspects of this Request for Statements of Qualifications, including initial screening, ranking, final ranking, and contract negotiations, will be in accordance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes.

***FIRMS WHO WERE AWARDED A CONTINUING PROFESSIONAL SERVICES

AGREEMENT CONTRACT IN FY25 (RSQ 09-25) SHALL NOT RESPOND TO THIS RSQ. THE

INTENT OF THIS RSQ IS TO REPLACE THE EXPIRING FY 22 (RSQ 10-22) CONTINUING

PROFESSIONAL SERVICE AGREEMENTS***

INDICATE CLEARLY WHICH DISCIPLINE YOU ARE SUBMITTING FOR. IF SUBMITTING

FOR MULTIPLE DISCIPLINES, SUBMIT MULTIPLE STATEMENTS OF QUALIFICATIONS.

BACKGROUND:

The following Continuing Professional Services Agreements are proposed to provide New Smyrna Beach Utilities (NSBU) ready access to a variety of fields of professional expertise in a timely manner.

NSBU will select firms from the selected list of qualified, experienced companies by issuing a negotiated fee task order for the scope of services needed at a particular time. Period of performance will be one (1) year, extendable up to three (3) times.

QUALIFICATIONS/CERTIFICATIONS:

The preferred firm will have a current professional registration certificate from the appropriate governing board. A firm must be properly registered at the time of its proposal to practice their profession in the State of Florida.

1) Civil Engineering Firms – Potable Water, Wastewater, Reuse Water: Three (3) firms

a) Distribution system new and refurbishment designs, permitting and maintenance practices, and bid document development and evaluation.

b) Transmission system new and refurbishment designs, permitting, maintenance practices, and bid document development and evaluation.

c) Lift station design (new and refurbishment), protection and controls, permitting, bid document development and evaluation.

d) Potable Water Plant expansions, modifications, system upgrades, protection and control systems, pumping and storage, new technology design, permitting, bid document development and evaluation, and equipment specification development and evaluation.

e) Wastewater / Re-Use Plant expansions, modifications, system upgrades, protection and control systems, pumping and storage, new technology design, permitting, bid document development and evaluation, and equipment specification development and evaluation.

f) Civil Engineering Firms should have the capacity to perform Mechanical, Electrical, and Plumbing duties within the scope of their project, either with in-house resources or via a sub-consultant.

2) General Survey and Mapping Firms: Two (2) firms

a) PSM qualified and experienced in land boundary surveys, topographical survey, hydrographical survey, route survey, wetlands delineation.

3) Electrical Engineering Firms: Two (2) firms

a) Utility power distribution design (overhead and underground), permitting, standards development, bid package development and evaluation.

b) Utility power transmission design (overhead and underground).

c) Utility Power Substation design (greenfield, expansions and system modifications), protection and control designs (new and upgrades), renewables, permitting, standards development, bid package development and evaluation.

Note: Any firm wanting to submit qualifications on several types of practices must submit each separately according to submittal instructions.

***FIRMS WHO WERE AWARDED A CONTINUING PROFESSIONAL SERVICES

AGREEMENT CONTRACT IN FY 25 (RSQ #09-25) SHALL NOT RESPOND TO THIS RSQ.

THE INTENT OF THIS RSQ IS TO REPLACE THE EXPIRING FY 22 (RSQ #10-22)

CONTINUING PROFESSIONAL SERVICE AGREEMENTS. ***

PROPOSAL SUBJECTS:

CONSULTANT’S UNDERSTANDING:

1. Description of the consultant/firm’s understanding of and approach to utility specific projects.

MAXIMUM POINTS 20

STAFFING:

2. Staffing and organization. Listing of key personnel essential to managing projects. This should include key management, project engineer, electrical, civil, and environmental talent who will actually complete work if selected. This should include brief resumes of key persons.

LOCATION:

3. Locations of the offices where bulk of NSBU project work will be completed.

MAXIMUM POINTS 15

FINANCIAL STABILITY/INSURANCE/OCCUPATIONAL LICENSE:

4. All respondents shall certify and provide a statement that they are financially stable and have the necessary resources, human and financial, to provide the services at the level required. All respondents shall be prepared to supply a financial statement upon request, preferably a certified audit, but a third party prepared financial statement, and the latest Dun & Bradstreet report will be accepted. The statement can be labeled Confidential.

Evidence of required insurance coverages to be supplied prior to entering into a contract.

Attach a copy of Occupational License for firm. Subcontractors, if used, will also be required to provide Occupational License.

MAXIMUM POINTS 5

PAST PERFORMANCES AND REFERENCES:

5. List key past projects within the past ten years of relative significance and the respective municipality for whom the work was performed. Details on the project the positive impact it had for the municipality shall be provided. Names and contact at the municipality shall be listed. A minimum of three (3) references should be provided.

QUALIFICATIONS:

6. Detail firm’s qualifications and provide information the consultant/firm believes will help illustrate their firm’s qualifications and experience in utility projects that will differentiate them from other firms.

QUALIFICATIONS 20

QUALIFICATIONS/CERTIFICATIONS:

The preferred firm will have a current professional registration certificate from the appropriate governing board. A firm must be properly registered at the time of its proposal to practice their profession in the State of Florida.

EVALUATION METHOD:

NSBU will appoint a committee consisting of NSBU staff to evaluate the proposals and to make recommendations based on the evaluation criteria herein. NSBU will be the sole judge of the proposals and the award of the resulting contract. NSBU’S decisions will be final. Award will be made to the proposal, which presents the best value to NSBU based on the entire evaluation process. NSBU may require the short-listed firm (s) to do an oral presentation or have discussions by proposed team relative to their specific experience on similar projects. Note: Respondents are prohibited from contacting any NSBU employees, other than the Procurement Manager, regarding this solicitation prior to the recommendation of award from the committee.

In determining whether a firm is qualified, NSBU will consider such factors as the ability of professional personnel; whether a firm is a certified minority business enterprise; past performance;

willingness to meet time and budget requirements; location; recent, current, and projected workloads of the firms; and the volume of work previously awarded to each firm by NSBU, with the object of effecting an equitable distribution of contracts among qualified firms, provided such distribution does not violate the principle of selection of the most highly qualified firms.

NSBU shall select in order of preference no fewer than three firms deemed to be the most highly qualified to perform the required services. In person interviews may be required for selecting the shortlist of three

(3) firms. If interviews are required no more than five (5) firms will be interviewed from which the three

(3) firms will be selected and ranked for negotiation in accordance with the CONSULTANTS’ COMPETITIVE NEGOTIATIONS ACT (CCNA) Chapter 287.055, of the Florida Statutes.

WAIVER: NSBU reserves the right to reject any or all proposals; to waive informalities and to accept all or any part of any proposal as may be deemed to be in the best interest of NSBU.

Each respondent should ensure that they have received any/all addenda and amendments to this RSQ before submitting their proposal. Proposals should contain no more than fifty (50) pages; longer proposals WILL be discarded.

NSBU reserves the right to cancel the solicitation, reject any and all proposals or waive any irregularity or technicality in proposals received. NSBU reserves the right to not make any award(s) under this solicitation.

NSBU possesses the sole authority to award a contract for the services sought herein. The contract that NSBU intends to use for award is attached, however NSBU reserves the right to add and/or amend the terms at its sole discretion. Contract negotiations shall be in accordance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes.

The proposer understands that this RSQ does not constitute an agreement or contract with NSBU.

Trade Secrets and Confidential Information. Trade secrets and information confidential and exempt from Subsection 119.07(1) of the Florida Statutes and Subsection 24(a) of Article I of the Florida Constitution is not solicited nor desired as information to be submitted with proposals. The Florida Statutes and the State Constitution govern whether information in a proposal is confidential or exempt from the Florida Public Records Act. If information is submitted in a proposal which a consultant deems to be a trade secret or confidential and exempt from the Public Records Act, the information shall be submitted with the proposal in a separate, clearly identifiable email referencing the specific statutory citation for such exemption. Submitted proposals which are marked “confidential” (or other similar language) in their entirety or those in which a significant portion of the submitted proposal is marked “confidential” may be deemed non-responsive by NSBU. The NSBU is not obligated to agree with the consultant’s claim of an exemption and, by submitting a proposal, the consultant agrees to be responsible for defending its claim that each and every portion of the separately marked information is exempt from inspection and copying under the Public Records Act. The consultant agrees that it shall protect, defend, and indemnify, including attorney’s fees and costs, the NSBU for any and all claims and litigation (including litigation initiated by the NSBU) arising from or relating to the consultant’s claim that the separately marked portions of its proposal are not subject to disclosure. If the consultant fails to separately mark portions of its proposal or marks its proposal “confidential” (or other similar language) in its entirety, the NSBU is authorized to produce the entire proposal submitted by the consultant in responding to a public records request.

AGREEMENT FOR CONTINUING PROFESSIONAL SERVICES

This Agreement is made and entered into this _____ day of _______________, 20__, by and between the UTILITIES COMMISSION, CITY OF NEW SMYRNA BEACH, FLORIDA, dba NEW SMYRNA BEACH UTILITIES (hereinafter “Commission”), a political subdivision of the State of Florida located at 200 Canal Street, New Smyrna Beach, Florida 32168, and __________________________, (hereinafter “Consultant”), located at __________________________ (collectively, the “Parties”). This Agreement is effective as of _________________________ (the “Effective Date”).

For and in consideration of the mutual undertakings and agreements herein contained and assumed, and other good and valuable consideration the receipt and sufficiency of which are acknowledged by the Parties, the Parties hereby covenant and agree as follows:

SECTION 1. INTRODUCTION. The Commission was created by special act of the Florida Legislature as a political subdivision of the State of Florida with certain powers, authorities, and duties related to the provision of water, wastewater, reclaimed water, and electric utility services, including the authority to enter into contracts. The Commission wishes to obtain consulting services on a continuing basis. The Consultant is willing to provide such continuing consulting services.

SECTION 2. TERM. This Agreement is to be become effective upon execution by both Parties.

The initial term shall be one (1) year. The Parties also agree that this Agreement may be automatically renewed beyond the initial term, up to three (3) times, unless either party elects to terminate the Agreement by giving written notice at any time prior to an anniversary of the effective date. Any such renewal is contingent upon satisfactory performance evaluations by the Commission and the availability of funds.

Any assigned project not completed prior to the termination date shall be completed by the Consultant, subject to the termination provisions of this Agreement.

UNIT PRICES QUOTED MUST REMAIN FIRM FOR THE INITIAL ONE YEAR

PERIOD. PRICE ADJUSTMENTS WILL BE CONSIDERED PRIOR TO ANY RENEWAL

AGREEMENT

SECTION 3. DESCRIPTION OF SERVICES.

3.1 The Commission shall make request of Consultant to perform professional services via requested project scope quotes. The Commission will communicate with Consultant orally or in writing providing a description of the task to be performed. Consultant shall generate a detailed scope document including cost and schedule to accomplish the task. The Commission will review the scope document and if approved, notify the Consultant in writing. If a site visit by Consultant is needed to generate the scope document, Consultant shall request approval prior to visiting the site.

1.2 Upon authorization by the Commission, Consultant shall perform the services of design, specification preparation, bid evaluation, construction management services, and all other services which may be set forth in the Scope of Services and authorized by Task Authorization. Consultant shall proceed only on receipt of a written Notice to Proceed defining the Scope of Work, Schedule, Not-to-Exceed Cost, and other applicable terms.

3.3 Consultant shall provide the Commission’s designated Project Manager with monthly time sheets or labor-cost statements for services rendered during the preceding month. Each time sheet shall state the names and “billing rates of all personnel” who performed services during said month under this Agreement and the number of hours each worked.

3.4 Consultant shall reasonably cooperate and coordinate with the Commission and any persons or entities working on the assigned project, including other engineering and design professionals which may be engaged by the Commission.

3.5 Upon receipt of written approval of the Commission, Consultant will engage the services of other professionals (“Subconsultants”) when necessary to complete the Consultant’s services. In these circumstances, Consultant shall bill the Commission only for the actual and reasonable amounts that Consultant paid to such Subconsultants, and Consultant shall not be entitled to any mark-up on the fee for services of Subconsultants.

3.6 All Subconsultants shall be qualified and licensed to perform such services, shall report directly to Consultant, and Consultant’s agreements with Subconsultants shall incorporate the terms of this Agreement applicable to Subconsultant’s services, including all insurance requirements, and to the extent of the Services to be performed by the Subconsultant, require Subconsultants to assume toward Consultant all obligations that the Consultant assumes toward the Commission in this Agreement.

3.7 Consultant shall direct and coordinate the services and work product of any and all Subconsultants commissioned by Consultant, including, but not limited to, reviewing and approving any designs, surveys, maps, drawings, specifications, shop drawings, proposals, test results, reports, or other services produced or furnished by any and all Subconsultants before furnishing same to the Commission.

3.8 Consultant shall bear full responsibility under this Agreement for all Services performed by or for Consultant and any Subconsultant(s) of any tier, including, but not limited to, each Subconsultant's errors, omissions, and deficiencies, and nothing herein or any Subconsultant agreement shall in any way relieve Consultant from any of its duties under this Agreement.

3.9 The costs of all Subconsultants’ services in the performance of any Services performed on a time-and-materials or cost-reimbursable basis shall be billed without Consultant markup.

SECTION 4. CHANGES IN THE SCOPE OF WORK. Commission may make changes in the services at any time by giving written notice to Consultant. If such changes increase, decrease or eliminate any amount of work, Commission and Consultant will negotiate any change in total cost or schedule modifications. If Commission approves, Commission shall amend the Scope of Services to reflect the modifications; and Consultant shall be compensated for said services in accordance with the terms of Section 6 herein. All change orders shall be in writing and executed by both Commission’s designated representative and the Consultant. All of Commission’s said Scope of Services and amendments thereto shall be performed in strict accordance with the terms of this Agreement insofar as they are applicable.

SECTION 5. SCHEDULE. Consultant shall perform its services in conformance with the agreed upon schedule. Consultant shall complete all of said services in a timely manner and will keep Commission apprised of the status of work on a monthly basis. Should Consultant fall behind the agreed-upon schedule, it shall employ such resources so as to comply with the agreed-upon schedule. No extension for completion of services shall be granted to Consultant without Commission’s prior written consent.

SECTION 6. COMPENSATION FOR SERVICES. Commission agrees to compensate Consultant for services properly performed as negotiated and established in accordance with Sections 3 and 4 hereof. All proposals by Consultant in accordance with subsection 3.1, above, shall be based upon Consultant’s Fee and Cost Schedule attached hereto as Attachment D, with a Not-to-Exceed Cost.

SECTION 7. PAYMENT; INVOICES. Invoices for Consultant’s services shall be submitted to the Commission at monthly intervals for services rendered during the previous period. Each invoice shall delineate the period in which the services were rendered; shall include a summary of the progress to date as a percentage of the major phases of the work. Each invoice shall be certified as correct by a duly authorized representative of Consultant. Commission or its authorized representative shall have the right, at all reasonable times, at its own expense, to inspect and audit the books and records of Consultant insofar as they pertain to the direct charges payable by Commission under this Agreement and such audit is performed within three (3) years after the expiration of this Agreement. The composition of fixed rates will not be subject to audit. All invoices shall be due and payable thirty (30) days from receipt thereof by Commission, subject to Commission’s right to contest, in good faith, all or any part of the charges set forth therein. Payment of invoices shall not be unreasonably withheld by Commission, but the Commission reserves the right to reject any statement which fails to adequately describe the services rendered by Consultant. Upon written notice to Consultant, payment may be withheld, in whole or in part, for Consultant’s failure to comply with a term, condition or requirement of this Agreement. Consultant will help effect resolution and transmit a revised invoice as necessary. Thereafter, the withheld amount(s) shall be paid upon Consultant’s satisfactory demonstration of compliance to the Commission. Amounts not questioned by Commission shall be promptly paid to Consultant in accordance with the above payment procedures.

SECTION 8. RIGHT TO INSPECTION. Commission or its affiliates shall at all times have the right to review or observe the services performed by Consultant. No inspection, review, or observation shall relieve Consultant of its responsibility under this Agreement.

SECTION 9. PROGRESS MEETING. Commission’s designated Project Manager may hold periodic progress meetings on a monthly basis, or more frequently if required, during the term of this Agreement. Consultant’s Services Project Manager and only appropriate consultants shall attend all scheduled meetings as designated by Commission’s Project Manager.

SECTION 10. SAFETY. To the extent the Commission’s safety standards do not violate other County, State or Federal standards, Consultant agrees to comply with Commission’s safety standards while on the property of the Commission. Consultant shall have full responsibility and assume all liability for the safety and supervision of its employees while performing services provided hereunder.

SECTION 11. REASONABLE ACCESS. During the term of this Agreement, Commission shall grant Consultant reasonable access to Commission’s premises for purposes of fulfilling its obligations under this Agreement.

SECTION 12. INSURANCE. Consultant shall maintain in force during the term of this Agreement, at its own expense, public liability insurance and other insurance coverage as set forth in Attachment E which is hereby made a part of this Agreement. Consultant and Commission waive all rights against each other and their respective directors, officers, partners, commissioners, officials, agents, contractors, consultants, and employees for damages covered by any type of property insurance during and after the completion of the services.

SECTION 13. STANDARDS OF CONDUCT; COMPLIANCE WITH FEDERAL, STATE,

AND LOCAL LAWS.

13.1 The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement, and that he has not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of this Agreement.

13.2 The Consultant covenants that it or any of its employees presently has no interest and shall not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any manner or degree with performance of services hereunder.

13.3 The Consultant shall comply with all federal, state, and local laws, and regulations, codes and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance of work under this Agreement.

13.4 Consultant affirms that it is aware of the provisions of Subsection 287.133(2)(a), Florida Statutes, and that at no time has Consultant been convicted of a Public Entity Crime. Consultant agrees that it shall not violate such law and further acknowledges and agrees that any conviction during the term of this Agreement may result in termination of this Agreement by the Commission.

13.5 Consultant shall certify Truth in Negotiation document (Attachment F) as required by Commission.

13.6 Equal Employment Opportunity: In connection with performing its obligations under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, ethnicity, age, creed, color, sex, gender, religion, physical disability or national origin. Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, age, creed, color, sex, gender, religion, physical disability, or national origin. Such action shall include, but not be limited to, the following: Employment upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Consultant shall insert this provision in all Subconsultant agreements pertaining to the Services under this Agreement except for any subcontract agreement for standard commercial supplies or raw materials necessary to perform the Services.

13.7 As a condition precedent to entering into this Agreement, and in compliance with section

448.95, Florida Statutes, the Consultant and its subconsultants shall register with and use the E-Verify system to verify work authorization status of all employees hired after January 1, 2021.

(1) The Consultant shall require each of its subconsultants to provide the Consultant with an affidavit stating that the subconsultant does not employ, contract with, or subcontract with any unauthorized alien. The Consultant shall maintain a copy of the subconsultant’s affidavit as part of and pursuant to the records retention requirements of this Agreement.

(2) The Commission, Consultant, or any subconsultant, upon good faith belief that a person or entity with which it is contracting knowingly violated section 448.09(1), Florida Statutes, or the provisions of this section, shall terminate the contract with the person or entity.

(3) The Commission, upon good faith belief that a subconsultant knowingly violated the provisions of this section, but the Consultant otherwise complied, shall promptly notify the Consultant and the Consultant shall immediately terminate the contract with the subconsultant.

(4) A contract terminated under the provisions of this section is not a breach of contract and may not be considered as such. Any contract terminated under the provisions of this section may be challenged pursuant to section 448.095(2), Florida Statutes. The Consultant acknowledges that upon termination of this Agreement by the Commission for a violation of this section by the Consultant, the Consultant may not be awarded a public contract for at least one (1) year. The Consultant further acknowledges that the Consultant is liable for any additional costs incurred by the Commission as a result of any contract for a violation of this section.

(5) The Consultant or subconsultant shall insert in any subcontracts the clauses set forth in this section, including this subsection, requiring the subconsultant to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for compliance with any subcontractor or lower tier subconsultant with the clauses set forth in this section.

(6) Information on registration for and use of the E-Verify Program can be obtained via the internet at the Department of Homeland Security website: http://www/dhs/gov/E-verify.

13.8 The Commission shall consider the knowing employment of unauthorized aliens, as described in Section 274A(e) of the Immigration and Nationality Act (codified at 8 U.S.C. §1324a), and Section 448.09, Florida Statutes, by Consultant or any subconsultant cause for termination of this Agreement.

13.9 Human Trafficking Attestation: In compliance with Subsection 787.06(13), Florida

Statutes, the affidavit attached hereto as Attachment A must be completed by an officer or representative http://www/dhs/gov/E-verify of a nongovernmental entity that is executing, renewing, or extending a contract with the Commission or any of its direct support organizations (the “Governmental Entity”).

13.10 In compliance with Section 287.138, Florida Statutes, should the services to be performed under the Agreement grant the Consultant access to an individual’s personal identifying information, the Consultant shall provide the Commission with an affidavit, attached hereto as Attachment B, signed by an officer or representative under penalty of perjury attesting that (a) the Consultant is not owned by the government of a foreign country of concern; (b) the government of a foreign country of concern does not have a controlling interest in the Consultant; and (c) the Consultant is not organized under the laws of, or has its principal place of business in a foreign country of concern. For purposes of this Section, “foreign country of concern” means the People’s Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolás Maduro, or the Syrian Arab Republic, including any agency of or any other entity of significant control of such foreign country of concern.

13.11 Scrutinized Companies List:

(1) By executing this Agreement, Consultant certifies that it is not: (a) listed on the Scrutinized

Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, (b) engaged in a boycott of Israel, (c) listed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, created pursuant to Section 215.473, Florida Statutes, or (d) engaged in business operations in Cuba or Syria.

(2) Pursuant to Section 287.135(5), Florida Statutes, the Commission may immediately terminate this Agreement for cause if Consultant is found to have submitted a false certification as to the above or if Consultant is placed on the Scrutinized Companies that Boycott Israel List, is engaged in a boycott of Israel, has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or has been engaged in business operations in Cuba or Syria, during the term of the Agreement. If the Commission determines that Consultant has submitted a false certification, the Commission will provide written notice to Consultant.

Unless Consultant demonstrates in writing, within 90 calendar days of receipt of the notice, that the Commission’s determination of false certification was made in error, the Commission shall bring a civil action against Consultant. If the Commission’s determination is upheld, a civil penalty equal to the greater of $2 million or twice the amount of this Agreement shall be imposed on Consultant, and Consultant will be ineligible to bid on any Agreement with a Florida agency or local governmental entity for three (3) years after the date of the Commission’s determination of false certification by Consultant.

(3) If federal law ceases to authorize the states to adopt and enforce the contracting prohibition in this Section 13.11, this Section 13.11 shall be null and void without further action of the Parties.

13.12 Consultant affirms that it is aware of the provisions of Subsection 287.134(2)(a), Florida

Statutes, and that at no time has Consultant been placed on the Discriminatory Vendor List.

13.13 By executing this Agreement, Consultant certifies that to the best of his or her knowledge the commodities such company is offering to the Commission have not been produced, in whole or in part, by forced labor. Pursuant to Subsection 287.1346(4)(a)(2), Florida Statutes, the Commission may immediately terminate this Agreement for cause if the Consultant is placed on the Forced Labor Vendor

List. If it is found that Consultant has submitted a false certification and is subsequently placed on the Forced Labor Vendor List, a fine of $1,000 or an amount equal to 20 percent of the value of the commodity provided to the Commission under the Agreement, whichever is greater, will be assessed. Additionally, Consultant will be ineligible to bid on any Agreement with a public entity for a period of 365 days after placement on the Forced Labor Vendor List.

13.14 Consultant affirms that it is aware of the provisions of Subsection 287.137(2)(a), Florida

Statutes, and that at no time has Consultant been placed on the Antitrust Violator Vendor List.

13.15 Consultant is hereby notified of the provisions of section 287.05701, Florida Statutes, as amended, that Commission will not request documentation of or consider a Consultant’s social, political, or ideological interests when determining if the Consultant is a responsible Consultant. Consultant is further notified that Commission’s governing body may not give preference to a Consultant based on the Company’s social, political, or ideological interests.

13.16 If Consultant meets the definition of a “Common Carrier” under Section 908.111, Florida

Statutes, then Consultant must execute the attestation attached hereto as Attachment C that the common carrier or contracted carrier is not willfully providing and will not willfully provide any service during the contract term in furtherance of transporting a person into the State of Florida knowing that the person is an unauthorized alien, except to facilitate the detention, removal, or departure of the person from this State or the United States. Such attestation must be provided to Commission prior to commencement of this Agreement. In accordance with Section 908.111, Florida Statutes, Commission may terminate this Agreement for cause if Consultant is found to be in violation of this provision or its attestation.

SECTION 14. CONSULTANT’S REPRESENTATIONS. On behalf of itself, its employees, agents, servants and contractors, Consultant represents and warrants to the Commission each of the following:

14.1 Consultant represents that the services provided hereunder shall conform to all requirements of this Agreement; shall be consistent with recognized and sound consulting practices and procedures; and shall conform to the professional standards of care, skill, and diligence appropriate to the nature of the services rendered.

14.2 Consultant represents that the personnel furnishing such services shall be qualified and competent to perform the services assigned to them and that such guidance given by and the recommendations and performance of such personnel shall reflect their best personal knowledge and judgment.

14.3 Consultant represents that if Consultant, through its negligent acts, errors, or omissions, causes any injury to Commission or causes any physical damage to, or destruction of, any of Commission’s property during the term of this Agreement, it shall be liable for said injuries and/or damages.

14.4 Consultant represents that none of Consultant’s principals or the immediate family of

Consultant’s principals has a compensation arrangement of any kind with Commission. For purposes of this subsection, the term “immediate family” shall include a spouse, natural or adoptive parent, child or sibling, stepparent, stepchild, stepbrother or stepsister, father-in-law, mother-in-law, grandparent, grandchild or spouse of a grandparent or grandchild. For purposes of this subsection, compensation shall be defined as any type of remuneration directly or indirectly, overtly or covertly, paid in cash or in kind.

14.5 Consultant represents that it is not undergoing any type of audit by a public or private, state or regulatory body or auditing entity.

14.6 Consultant represents that it and its principals have not engaged in, and during the term of this Agreement agree not to engage in, any activities prohibited under the federal anti-kickback laws (42 U.S.C. 1320a-7, 1320a-7a, 1320a-7b), the regulations promulgated pursuant to such federal statutes, related state or local statutes or regulations, or rules of professional conduct.

14.7 Consultant represents that Consultant is, and all of its Subconsultants of any tier shall be, authorized to do business in the State of Florida, qualified and properly licensed to perform their respective scopes of the Services contemplated by this Agreement, Task Authorization, or Subconsultant agreement, and shall maintain said licenses through the Term of this Agreement. Consultant will, upon request of the Commission, promptly provide satisfactory evidence of Consultant’s and its Subconsultants’ (of any tier) licensure and qualifications necessary to perform any Services contemplated by this Agreement, Task Authorization or Subconsultant agreement, and it is understood by Consultant that the Commission may, at any time, require Consultant to cease, and Consultant shall thereafter immediately cease, the utilization of any person employed in connection with the performance of the Services who, in the sole opinion of the Commission, is unfit, unqualified, or not licensed for the proper performance of his or her duties;

14.8 Should Consultant breach the representations set forth above, Commission shall have such remedies as are set forth in this Agreement. To the extent an applicable remedy is not provided herein, both Parties shall have all such remedies as allowed under the laws of the State of Florida.

SECTION 15. GUARANTEE AGAINST INFRINGEMENT. Consultant guarantees that all services provided under this Agreement shall be free from claims of patent, copyright, and trademark infringement. Consultant shall indemnify, hold harmless, and defend Commission, its officers, directors, employees, agents, assigns, and servants from and against any and all liability, including expenses, legal or otherwise, for actual or alleged infringement of any patent, copyright, or trademark resulting from the use of any goods, services, or other item delivered under this Agreement.

SECTION 16. INDEMNIFICATION. The Parties agree that one percent (1%) of the total compensation paid to Consultant for the work or services under this Agreement constitutes specific consideration to Consultant for the indemnification to be provided under the Agreement. To the fullest extent permitted by applicable law, Consultant shall indemnify and hold harmless the Commission and the Commission’s 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 intentional wrongful conduct of the Consultant and persons employed or utilized by the Consultant in the performance of this Agreement or any Task Authorization. The foregoing obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Consultant or any Subconsultant or other individual or entity under any contract, workers’ compensation acts, disability benefits acts, or other employee benefit acts. The above provisions will survive the termination or expiration of this Agreement and will pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination or expiration hereof.

SECTION 17. SOVEREIGN IMMUNITY. The Commission’s limits of liability are set forth in Section 768.28, Florida Statutes, and nothing herein shall be construed to extend the liabilities of the Commission beyond that provided in Section 768.28, Florida Statutes, as amended from time to time; nor will anything included herein be construed as consent to be sued by any third Parties in any matter arising out of this Agreement. Nothing herein is intended as a waiver of the Commission’s sovereign immunity under Section 768.28, Florida Statutes. Nothing hereby shall inure to the benefit of any third party for any purpose, including but not limited to anything which might allow claims otherwise barred by sovereign immunity or operation of law. Furthermore, all of the Commission’s obligations under this Agreement are limited to the payment of no more than the per person amount limitation and the aggregate contained in Section 768.28, Florida Statutes, even if the sovereign immunity limitations of that statute are not otherwise applicable to the matters as set forth herein. The above provisions will survive the termination or expiration of this Agreement and will pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination or expiration hereof.

SECTION 18. AUDIT; PUBLIC RECORDS RETENTION; DOCUMENTS;

OWNERSHIP.

18.1 Upon Commission’s or its designated Project Leader's request, at any time during the term of this Agreement or upon completion or termination of this Agreement, Consultant shall provide Commission or its designated Project Leader with a copy of all documents prepared by Consultant under this Agreement. Documents shall be original and PDF versions.

18.2 The Parties acknowledge that the Commission is a part of the government of the City of

New Smyrna Beach, Florida, and subject to the Florida Public Records Law. Consultant has been advised by the Commission that all its activities are subject to the Public Records Law (Chapter 119, Florida Statutes) and the Sunshine Law (Section 286.011, Florida Statutes), and agrees to maintain all records necessary to comply with the requirement of such laws, and for the proper supervision of the services performed pursuant to this Agreement. Consultant agrees to comply with all Commission policies and procedures in observing the requirement of said laws.

18.3 Consultant shall allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, made or received by the Consultant in conjunction with this Agreement. Specifically, the Consultant must:

(1) Keep and maintain public records that ordinarily and necessarily would be required by the Commission in order to perform the services being performed by the Consultant.

(2) Upon request from the Commission’s custodian of public records, Consultant shall provide the Commission with a copy of the requested records within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

(3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Consultant does not transfer the records to the Commission.

(4) Meet all requirements for retaining public records and transfer, at no cost, to the Commission all public records in possession of the Consultant upon termination of the Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Commission in a format that is compatible with the information technology systems of the Commission.

(5) Promptly provide the Commission with a copy of any request to inspect or copy public records in possession of the Consultant and promptly provide the Commission a copy of the Consultant’s response to each such request. Failure to grant such public access will be grounds for immediate termination of this Agreement by the Commission.

IF THE CONSULTANT HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING

TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC

RECORDS AT 386-424-3001, 200 CANAL ST, NEW SMYRNA BEACH, FL

32168, DSIMMONS@NSBUFL.COM.

18.4 Commission shall have the right to audit the books, records and accounts of Consultant that are related to the performance of Services pursuant to this Agreement. Consultant shall keep such books, records and accounts as may be necessary in order to record complete and correct entries related to this Agreement. Consultant shall preserve and make available, at reasonable times for examination and audit by Commission, all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for the required retention period of the Florida Public Records Act (Chapter 119, Florida Statutes), if applicable, or if the Florida Public Records Act is not applicable for a minimum period of three (3) years after termination of this Agreement. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records and accounts shall be retained until resolution of the audit findings If the Florida Public Records Act is determined by Commission to be applicable to Consultant’s records, Consultant shall comply with all requirements thereof; however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by Consultant. Any incomplete or incorrect entry in such books, records and accounts shall be a basis for Commission disallowance and/or recovery of any payment upon such entry. The Consultant shall retain all records relating to this Agreement for five years after the Commission makes final payment and all other pending matters are closed.

18.5 Any and all reports, photographs, surveys, and other data, documents, instruments of service and work product provided or created in connection with this Agreement are and shall remain the property of Commission. In the event of termination of this Agreement, any reports, photographs, surveys, and other data, documents, instruments of service and work product prepared by Consultant, whether finished or unfinished, shall become the property of Commission and shall be delivered by Consultant to the Commission within seven (7) days of termination of this Agreement by either party. Any compensation due to Consultant may be withheld until all documents are received as provided herein.

SECTION 19. ASSIGNMENT.

19.1 Consultant shall not assign or subcontract this Agreement or any rights or any monies due or to become due hereunder without the prior, written consent of Commission. All requirements to be observed by the Consultant shall be observed by all Subconsultants.

19.2 If upon receiving written approval from Commission, any part of this Agreement is subcontracted by Consultant, Consultant shall be fully responsible to Commission for all acts and/or omissions performed by the Subconsultant as if no subcontract had been made.

19.3 If Commission determines that any Subconsultant is not performing in accordance with this Agreement, Commission shall so notify Consultant who shall take immediate steps to cancel the subcontract or correct the deficiency. Commission shall also be given permission to communicate directly to the Subconsultant, which communication shall not constitute interference with contractor/Subconsultant relationship, provided that Commission notifies Consultant in writing of said communication.

19.4 If any part of this Agreement is subcontracted by Consultant prior to commencement of any work by the Subconsultant, Consultant shall require the Subconsultant to provide Commission with insurance coverage as set forth by Section 12 and Attachment E.

SECTION 20. INDEPENDENT CONTRACTOR. The Parties intend that an independent contractor relationship will be created by this Agreement. It is understood that Commission does not agree to use Consultant exclusively. It is further understood that Consultant is free to contract for similar services to be performed for others while under contract with Commission. The Parties expressly acknowledge that Consultant is an independent consultant, and nothing contained in this Agreement will be deemed or construed to create a partnership or joint venture between Commission and Consultant or any other relationship between the Parties. Additionally, nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship, or to allow Commission, or its agents, representative, or employees, to exercise control or direction over the manner or method by which Consultant performs any services which are the subject of this Agreement.

SECTION 21. AUTHORIZATION. Consultant shall not, without authorization first being given by Commission: a) Use or pledge money or credit of the Commission, except in the usual and regular course of business and on account of or for the benefit of the Commission; b) Release or discharge any debt due to Commission without receiving the full amount thereof; c) Commit any act causing seizure or attachment of the Commission’s property; or d) Cause Commission to become a guarantor, surety, or endorser, or give any note which obligates the Commission.

SECTION 22. TAXES. Consultant shall assume full…