SAMPLE_Agreement_Implementation_Emergency_Rental_and_Mortgage_Assistance_25-P-39MC_.pdf

25-P-39MC

AGREEMENT FOR

IMPLEMENTATION OF EMERGENCY RENTAL AND MORTGAGE

ASSISTANCE

between

County of Volusia

123 W. Indiana Ave.

DeLand, FL 32720 and

TBD

undefined #25-P-39MC Title: Implementation of Emergency Rental and Mortgage Assistance

County of Volusia Implementation of Emergency Rental and Mortgage Assistance

I. DEFINITIONS

II. EXHIBITS

III. ORDER OF PRECEDENCE

IV. SCOPE OF WORK

V. RESPONSIBILITY OF CONSULTANT

VI. TERM OF AGREEMENT

VII. AGREEMENT PRICE AND COMPENSATION

VIII. PAYMENT OF SUBCONTRACTORS

IX. LIMITATION OF LIABILITY AND INDEMNIFICATION

X. INSURANCE

XI. TERMINATION

XII. DISPUTE RESOLUTION

XIII. COUNTY DATA

XIV. LOCAL GOVERNMENT REQUIREMENTS

XV. MISCELLANEOUS PROVISIONS

XVI. ELECTRONIC SIGNATURES

XVII. SIGNATURES

XVIII. Exhibit A—Scope of Work XIX. Exhibit A-1—Supplemental Scope of Work XX. Exhibit B—Fee Schedule

XXI. Exhibit C—Insurance Requirements

Attachments:

A - Exhibit A - Scope of Work, 25-P-39MC

C - Exhibit C - Insurance Requirements_25-P-39MC

AGREEMENT FOR IMPLEMENTATION OF EMERGENCY RENTAL AND MORTGAGE ASSISTANCE

This Agreement for Professional Implementation of Emergency Rental and Mortgage Assistance (hereinafter “Agreement”) is made and entered by and between TBD, which is duly authorized to conduct business in the State of Florida, and whose principal place of business is located at TBD (“Consultant”) and COUNTY OF VOLUSIA, a body corporate and politic and a subdivision of the State of Florida, whose address is County of Volusia, 123 West Indiana Avenue, DeLand, Florida 32720 (“County”).

RECITALS:

WHEREAS, the County desires to retain the services of a competent and qualified Consultant to provide Implementation of Emergency Rental and Mortgage Assistance; and

WHEREAS, the County issued Request for Proposals 25-P-39MC (the “RFP”) seeking a qualified firm to perform Implementation of Emergency Rental and Mortgage Assistance, and has received responses from various potential vendors; and

WHEREAS, the County has determined that Consultant is fully qualified to render the required service;

and

WHEREAS, in reliance on Consultant’s response to the RFP, the County determined that the execution of this Agreement is beneficial to the people of County of Volusia, Florida.

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, and other specific consideration set forth in this Agreement, the receipt and sufficiency of which is acknowledged by Consultant and County, the parties agree and stipulate as follows:

For this Agreement and any incorporated exhibits, certain terms, phrases, words and their respective derivations shall have the meaning set forth and defined therein and shall be applicable in both. Unless otherwise more specifically set forth herein, the definition of terms in the Agreement shall first be governed by this Agreement, second by the incorporated Scope of Work (Exhibit A), third by the Supplemental Scope of Service (Exhibit A1), and fourth by the incorporated Fee Schedule (Exhibit B). In the event of any conflict among the foregoing, the conflict shall be resolved in the order of priority set forth in the preceding sentence. If there is no applicable definition as described above, the terms, phrases, and words, and their respective derivations when used in this Agreement and the Scope of Work, shall have the meanings ascribed to them in the following order of precedence: first, in the most current edition of Black’s Law Dictionary and last, in the most current edition of the Merriam-Webster Collegiate Dictionary, if a term is not defined in the Agreement or Black’s Law Dictionary.

1. DEFINITIONS

A. Agreement: This Agreement for Implementation of Emergency Rental and Mortgage Assistance , including its articles, exhibits, addenda, and attachments.

B. Amendment: An amendment to this Agreement in writing, approved by the Director of Purchasing and Contracts, and signed by the County and Consultant authorizing a modification or revision to one or more terms or conditions of this Agreement.

C. Change Order: A written change or modification to this Agreement approved by the County’s Project Manager and Consultant, which is signed by the County and Consultant authorizing an addition, deletion, or revision in the Scope of Work, or an adjustment in the Agreement price or time, without change to any other terms or conditions of the Agreement.

D. Compensation: The amount paid by the County to Consultant for Services, regardless of whether stated as Compensation or stated as hourly rates, overhead rates, or other figures or formulas from which Compensation can be calculated which includes the total monies payable to Consultant, under the terms of this Agreement, for all Services, labor, materials, supplies, travel, training, profit, overhead, costs, expenses, and any other costs necessary to complete work under the Scope of Work.

E. Contract Administrator: The Director of Purchasing and Contracts or his/her designee responsible for addressing any concerns within this Agreement.

F. Consultant: TBD

G. County: Shall mean the County of Volusia (a body corporate and politic and a subdivision of the State of Florida).

H. County Project Manager: The person designated by the County to review, approve, and make decisions regarding the Scope of Work in this Agreement.

I. Deliverable(s): The products or services provided through the Scope of Work for this Agreement including but not limited to: other services, reports, written documentation, training, systems or processes.

J. Effective Date: The date that this Agreement is fully executed by Consultant and the County.

K. Key Personnel: Consultant’s personnel who are responsible for Consultant’s day-to-day Project operations as described in Consultant’s Proposal.

L. Project: The Project that is described in Exhibits A and A1 of this Agreement.

M. Proposal: The document submitted by consultant in response to a formal solicitation (25-P- 39MC), which is used to determine if Consultant is highly qualified.

N. Scope of Work: The Services defined in this Agreement under the Scope of Work in Exhibit A and the Supplemental Scope of Work in Exhibit A-1, which are hereby agreed to by the parties in writing, and which includes Consultant’s responsibility for performing and complying with all incidental matters pertaining thereto.

O. Services: Those services defined in the Scope of Work and the Supplemental Scope of Work in Exhibit A-1 to be performed by Consultant pursuant to this Agreement and its attached exhibits, including: the work, duties and obligations to be carried out and performed by Consultant under the Agreement and pursuant to Exhibits A – C, attached hereto and made a part of this Agreement.

P. State: State of Florida.

Q. Subcontractor: A person other than a material man or laborer who enters into an Agreement with a Consultant for the performance of any part of the basic agreement.

R. Warranty: The warranty or warranties as set forth in this Agreement including any warranties required by State Law or regulation.

2. EXHIBITS

The exhibits listed below are incorporated into and made a part of this Agreement.

A. Exhibit A — Scope of Work

B. Exhibit A-1 — Supplemental Scope of Work

C. Exhibit B — Fee Schedule

D. Exhibit C — Insurance Requirements

3. ORDER OF PRECEDENCE

A. If Consultant finds any potential or possible inconsistency, conflict, error, or discrepancy in the Agreement, the order of precedence, or the attached exhibits and addenda, Consultant shall immediately call it to the County Project Manager’s attention, in writing, and request the County Project Manager’s interpretation and direction before proceeding with the Services affected thereby.

B. In the event of any conflicts or inconsistencies between any exhibit to the Agreement and the Agreement itself, such conflict or inconsistency shall be resolved by giving precedence in the following order:

1. In the event of any conflicts or inconsistencies between Exhibit A – Scope of Work and any other exhibit of this Agreement in regard to the Scope of Work, Project specifications, performance criteria, or management metrics, Exhibit A – Scope of Work shall be controlling.

2. In the event of any conflicts or inconsistencies between Exhibit A-1 – Supplemental Scope of Work and any other exhibit of this Agreement in regard to the Scope of Work, Project specifications, performance criteria, or management metrics, Exhibit A-1 – Supplemental Scope of Work shall be controlling.

3. In the event of any conflicts or inconsistencies between Exhibit B – Fee Schedule and any exhibit in regard to the types of services to be provided under this Agreement, Exhibit B – Fee Schedule shall be controlling.

4. In the event of any conflicts or inconsistencies between the Agreement and any exhibit to the Agreement in regard to all terms and conditions addressed in the Agreement, the Agreement shall be controlling.

4. SCOPE OF WORK

Consultant shall provide Services under this Agreement and act as Consultant to the County in accordance with the Scope of Work as specifically set forth in this Agreement and its exhibits.

A. Consultant shall provide Implementation of Emergency Rental and Mortgage Assistance in accordance with the Scope of Work and the Supplemental Scope of Work attached as Exhibits A and A-1.

B. Performance Criteria:

1. All services shall be performed in accordance with the Agreement and carried out under the direction of the County’s Project Manager.

2. All labor necessary to complete the Scope of Work shall be performed in a good and competent workmanlike manner, in accordance with industry standards and to the satisfaction of the County.

3. Changes to Scope of Work. The County may, at any time, by written change order, make changes within the general Scope of Work to be performed under this Agreement; unless otherwise allowed by the County in the written change order, such changes to the Scope of Work (or Consultant’s claim for adjustment, described below) shall not allow, permit, or excuse any delay in the performance of the Work. Except as otherwise stated herein, if any such change causes an increase or decrease in Consultant's cost of the Services or the time required for performance of the Work, the County may make an equitable adjustment by amending this Agreement and stating the equitable adjustment in such amendment.

Determination of whether an increase or decrease in cost was caused by the change to the scope of work shall be in the County’s sole discretion. Any claim by Consultant for adjustment under this article must be asserted in writing within thirty (30) days from the date of the County’s notification to Consultant (whether made orally or in writing) of the change that caused the claim for adjustment; otherwise, the claim will be deemed waived. Except as otherwise provided in this Agreement, no charge for any extra work or materials will be allowed or approved by the County. No additional Work may be performed or extra materials purchased until a written Change Order has been approved by Consultant and County.

4. Time is of the Essence. Time is of the essence for all Services performed under this Agreement and all Projects performed pursuant thereto.

5. Authority to Act on Behalf of County. County's Purchasing and Contracts Director, or such other proper authority pursuant to County policies and procedures, has the authority to approve, award, and execute all documents or other instruments required to effectuate changes, modifications, or additional service, so long as the then cumulative financial obligation of County for such additional items does not exceed the Director of Purchasing and Contracts’ authority under the County’s Code of Ordinances or its policies and procedures.

Any change, modification or additional service that causes the cumulative financial obligation of County for such additional items to exceed the Purchasing Director's or County Manager’s authority under the Procurement Code must be presented to the Volusia County Council for approval.

5. RESPONSIBILITY OF CONSULTANT

A. Where questions exist as to the Scope of Work to be provided, Consultant shall promptly confer with the County Project Manager to ascertain the functional criteria of the Scope of Work. The Services of Consultant also include the following:

1. Consultant shall keep the County informed of any changes or advancements in technology occurring any time prior to or during actual implementation of the Services to the extent that such changes and advancements may increase efficiency or otherwise allow for better services or reductions in costs to the County.

2. Consultant covenants and agrees as follows:

a. That its allegations and representations regarding its special talent, training, and experience caused the County to select Consultant to be the prime professional to provide the Services;

b. That Consultant possesses the special skills to recognize material errors or omissions that would result in failures to appropriately perform in accordance with the Scope of Work;

c. That Consultant shall adhere to the standard of care applicable to a Consultant with the degree of skills and diligence normally employed by a licensed professional in its field or practice performing the same or similar Services in compliance with all applicable federal, state, and municipal laws, regulations, codes, and ordinances;

d. That Consultant shall provide any Project data, summaries, reports, or studies accurately with regard to the information contained therein. County’s acceptance, approval, or reliance on any such documentation shall not release Consultant from any liability if such information is incorrect or inaccurate, it being understood that the County is relying on Consultant’s status as an industry professional in accepting such documentation.

B. Supervision.

Consultant shall direct and supervise competent and qualified personnel and shall devote time and attention to the direction of the operation to ensure performance of obligations and duties as set forth herein. Consultant shall hire, compensate, supervise, and terminate members of its work force, and Consultant shall direct and control the manner in which Services are performed including conditions under which individuals will be assigned duties, how individuals shall report, and the hours individuals shall perform. Consultant shall be responsible for all income tax, social security and Medicare taxes, federal unemployment taxes, and any other withholdings from the company’s employees’ and/or subcontractors’ wages or salaries. Benefits, if any, for Consultant’s employees and/or subcontractors are the responsibility of Consultant including, but not limited to, health and life insurance, retirement, liability/risk coverage, and worker's and unemployment compensation. Consultant shall be solely responsible for the means, methods, techniques, sequences and procedures in delivering Services pursuant to this Agreement. Further, Consultant is responsible for assuring the County that finished or completed Deliverables comply with the requirements of this Agreement and the Scope of Work contained therein.

C. Assurance.

Consultant gives the County its assurance that all Services performed under this Agreement will be timely performed in a competent and workmanlike manner and in accordance with the specifications and requirements of the Agreement and any approvals required under the Agreement. All Services not conforming to the specifications and requirements of the Scope of Work will be considered materially defective and constitute a breach of this Agreement.

D. Accuracy of Reports / Summaries.

Consultant is responsible for the professional and technical accuracy and the coordination of all data, reports, summaries, and any other Services furnished by Consultant under this Agreement.

Consultant shall, without additional cost to the County, correct or revise any errors or deficiencies in its Services for which it is responsible.

E. Services to Comply with Specifications and Law.

All Services performed by Consultant, including all general provisions, special provisions, job specifications, drawings, addendum, amendments to the basic Agreement, written interpretations, and written orders for minor changes in Services, must comply with the Scope of Work and all applicable local laws, codes, ordinances, and statutes.

F. Subcontractors.

1. Employment or Substitution of Subcontractors. Consultant may not employ any Subcontractor, other person, or organization of against whom the County may have reasonable objection, nor is Consultant required to employ any Subcontractor against whom the Consultant has reasonable objection. Consultant shall not make any substitution for any Subcontractor who has been accepted by the County without the County’s approval.

2. Disapproval of Subcontractors. County's disapproval or requirement of removal or replacement of Consultant‘s employee or Subcontractor will be deemed to be for lawful reasons if in County’s reasonable judgment, such Consultant‘s employee or Subcontractor poses a threat or causes harm to the health, welfare, or safety, or morale of the County or its agencies, personnel, or property or who fails any drug test administered in connection with this Agreement, or who has been convicted of a felony or a misdemeanor involving “moral turpitude” or has been released or dishonorably discharged or separated under conditions other than honorable from any of the Armed Forces of the United States.

3. Consultant Responsible for Subcontractors. Consultant is fully responsible for all negligent acts and omissions of its Subcontractors and of persons directly or indirectly employed by the Consultant’s Subcontractors and of persons for whose negligent acts any of them may be liable to the same extent that the Consultant is responsible for the negligent acts and omissions of persons directly employed by the Consultant. Nothing in the Agreement creates any contractual relationship between any Subcontractor and the County or any obligation on the part of the County to pay or to see to the payment of any monies due any Subcontractor, except as may otherwise be required by law. County may furnish to any Subcontractor, to the extent practicable, evidence of amounts paid to Consultant on account of specific Services done in accordance with the schedule of values.

4. Subcontractors to Act Pursuant to this Agreement. Consultant agrees to bind specifically every Subcontractor to the applicable terms and conditions of the Agreement for the benefit of the County and shall require all Subcontractors or other outside associates employed in connection with this Agreement to comply fully with the terms and conditions of this Agreement as such may apply to the Services being performed for Consultant.

6. TERM OF AGREEMENT

A. The term of this Agreement commences on the Effective Date of this Agreement or when the Agreement is fully executed by all parties, whichever is later, and shall terminate September 30, 2025, with the option for four (4) subsequent one (1) year renewals that are permissible upon mutual written agreement between the parties and program funding availability. The County Manager is authorized by the County to execute documents renewing this Agreement upon the same terms set forth herein and any subsequent amendments.

B. The Services to be rendered by consultant must be commenced as specified in this Agreement or as may be requested by the County and must be completed within the time specified therein.

7. AGREEMENT PRICE AND COMPENSATION

7.1. Payment Pursuant to Fee Schedule

Consultant will be paid Compensation for all Services. Compensation listed in Exhibit B – Fee Schedule constitutes complete payment for all Services rendered under this Agreement, including the cost of all projects, materials, equipment, labor, expenses (including reimbursable expenses, if any), and all mark-ups for overhead and profit more particularly described in Exhibit B – Fee Schedule. The County agrees to pay Consultant in current funds as compensation for its Services.

7.2. Errors and Omissions in Pricing

Compensation may not be adjusted due to errors or omissions that are not the fault of the County in computing the Services costs that result in an increase in the cost of this Agreement or because the time for completion varies from the original estimate, including completion or substantial completion of this Agreement prior to the scheduled or Agreement completion date or on account of County’s election to furnish any of the Services. In addition, Consultant shall certify that the original Agreement price or Compensation for the Scope of Work and any additions thereto will be adjusted to exclude any significant sums by which the County determines the price or Compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs.

7.3. Reimbursable Expenses

County’s payment to Consultant pursuant to the Fee Schedule, attached hereto and incorporated herein as Exhibit B, constitutes full compensation for Services rendered and any expenses incurred in connection therewith. Consultant is not to be eligible for reimbursement for any expenses incurred in connection with the performance of this Agreement other than those expenses, if any, that are expressly stated to be reimbursable in the Fee Schedule.

7.4. Payments

Any payments must be made in accordance with Exhibit B – Fee Schedule. The hourly rates expressed in Exhibit B govern Compensation and provide for payments against specified Deliverables and performance.

A. Approval of Payment

If, on the basis of the County Project Manager’s observation and review of Consultant’s Services, the County Project Manager is satisfied that the Services have been completed and Consultant has fulfilled all of its obligations under the Agreement, the County Project Manager, after receipt of a proper invoice, shall indicate in writing his or her approval of payment and present the invoice to Accounts Payable for payment. Otherwise, the County Project Manager shall return the invoice to consultant, indicating in writing the reasons for refusing to approve final payment. Subsequent to receiving a returned invoice, Consultant will make the necessary corrections and resubmit the invoice and, if requested, provide explanation or substantiation for said invoice. Regardless of the foregoing, approval of payment pursuant to this section does not prevent the County from recovering amounts paid when the County subsequently discovers material defects or deficiencies in the services or work provided by consultant, which defects or deficiencies would have otherwise caused the County to withhold payment.

7.5. Invoices

Invoices or payment requests must be addressed from Consultant and submitted to the County’s Project Manager. All invoicing and payments, including the practices and procedures pertaining thereto, shall be governed by the applicable provisions of Part VII of Chapter 218, Florida Statutes.

A. Invoice Detail. Consultant shall submit an invoice for which professional Services were rendered to the County upon the completion and acceptance of the Services. Each invoice must show detailed explanations of the Services accomplished and, if requested, provide substantiation for same. Invoices must be in accordance with the Agreement prices set forth by labor hours by classification, associated rates, any material or subcontracted costs and any indirect rates or costs in accordance with the Agreement prices set forth hereto. All of the above must sum to the total amount requested.

B. Consultant’s Invoice(s) must be accompanied by supporting data as may be required by the County Project Manager. County Project Manager shall review Consultant's Invoice and supporting data and notify Consultant in writing within ten (10) days from receipt of the statement if any amounts requested are disputed or lack adequate support or documentation.

C. Invoicing Pursuant to Agreement. Pursuant to Exhibit B, Consultant shall invoice County for all payments due Consultant under this Agreement. County shall pay invoices in accordance with this Agreement. Invoices must be sent to the address specified by the County.

D. Withholding. The County may withhold payment of any specific invoiced charges that it disputes in good faith and pay all undisputed charges on the invoice.

E. Payment Due. Within forty-five (45) days of acceptance by the County Project Manager of all the Services for which Consultant has submitted an invoice of professional Services, Consultant shall be paid the unpaid balance of any money due for any undisputed Services covered by said invoice.

F. Taxes. County is a tax exempt entity and shall not be charged or invoiced for the payment of taxes for Services performed under this Agreement.

7.6. Consultant's Continuing Obligations

Consultant’s obligation to perform Services in accordance with the Agreement is absolute. Nothing, including without limitation, the following, constitutes an acceptance of Services not in accordance with the Agreement: approval of any progress; final payment to Consultant; documentation confirming acceptance of the Services by the County; any payment by the County to Consultant under the Agreement;

any act of acceptance by the County or any failure to do so; any correction of defective Services by the County.

7.7. Non-appropriation

Notwithstanding any other term or provision of this Agreement, the continuation of this Agreement beyond a single fiscal year of County is subject to the appropriation and availability of funds in accordance with Chapter 129, Florida Statutes. Termination by the County due to non-appropriation will be without a termination charge or penalty imposed by Consultant. The County is not obligated to pay Consultant under this Agreement beyond the date of termination except as may be set forth in this Agreement.

County’s obligation to pay Consultant is limited to the budgeted amount for a fiscal year approved by the Volusia County Council for the then-current fiscal year of this Agreement and is otherwise limited to legally available non-ad valorem tax revenues.

7.8. Unusual Costs

The Consultant may petition the County at any time for an additional rate adjustment on the basis of extraordinary and unusual changes in the costs of operation that could not reasonably be foreseen by a prudent operator and which, by all reasonable expectations, will continue for at least one (1) year. If the Consultant petitions for such in increase, the Consultant shall also petition for a rate reduction on the basis of extraordinary and unusual changes in the costs of operation that could not reasonably be foreseen by a prudent operator and which, by all reasonable expectations, will continue for at least one (1) year;

failure to make such petition may be grounds for Agreement termination.

The Consultant’s request must contain substantial proof and justification to support the need for the rate adjustment. The County may request from the Consultant and the Consultant shall provide such further information as may be reasonably necessary in making its determination. The County shall approve or deny the request, in whole or in part, within sixty (60) days of receipt of the request and all other additional information required by the County. Any price redetermination shall be solely based upon the documentation provided and the County reserves the right to rescind any price relief granted should the circumstances change and prices decrease.

8. PAYMENT OF SUBCONTRACTORS

8.1. Payment

Consultant shall pay its Subcontractors and suppliers, within thirty (30) days following receipt of payment from the County for such subcontracted Services or supplies. Consultant agrees that if the Consultant withholds an amount as retainage from such Subcontractors or suppliers, that the Consultant shall release such retainage and pay same within thirty (30) days following receipt of payment of retained amounts from County.

8.2. Indemnification as to Payment of Subcontractors

Consultant shall save, defend, and hold the County harmless from and against any and all claims and actions from Consultant’s Subcontractors for payment for Services and Deliverables provided by Subcontractors for Consultant under this Agreement. Regardless of the foregoing, nothing in this Agreement creates any contractual relationship between any Subcontractor and the County or any obligation on the part of the County to pay or to see the payment of any moneys due any Subcontractor, except as may otherwise be required by law.

9. LIMITATION OF LIABILITY AND INDEMNIFICATION

A. Indemnification. The Consultant shall indemnify, defend, and hold harmless the County including its districts, authorities, separate units of government established by law, ordinance or resolution, partners, elected and non-elected officials, employees, agents, volunteers, and any party with whom the County has agreed by contract to provide additional insured status and the State of Florida, including its officers and employees, from and against all liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Consultant or its subcontractors, agents, employees, or any persons employed or utilized by the Consultant in the performance of the Consultant’s obligations or services under this Contract. Such obligations or services shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exhaust as to a party or person describe in this Contract.In all claims against the County, Consultant’s indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or any benefits payable by or for Consultant, or its employees, agents, Consultants, or subcontractors. Indemnification for Grant Funded Projects. For any agreements that are funded or may in future be funded by Federal Emergency Management Agency (FEMA) Public Assistance grants or other Federal or State grants or program, the following shall apply: Consultant shall indemnify, defend and hold harmless the Florida Department of Emergency Management, its employees and/or their Consultants (FDEM) and the government of the United States, its employees and/or their Consultants (US), from and against all claims, damages, losses, and expenses, including, but not limited to, attorney’s fees arising out of, resulting from, or incident to Consultant’s performance of its obligations in whole or part of this Agreement, unless such injury or damage is occasioned solely by the fault, negligence, or willful misconduct of the FDEM, or US.In all claims against FDEM or US, Consultant’s indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or any benefits payable by or for Consultant, or its employees, agents, Consultants, or subcontractors

B. Sovereign Immunity. The County expressly retains all rights, benefits, and immunities of sovereign immunity in accordance with Section 768.28, (as amended) Florida Statutes.

Notwithstanding anything set forth in any section of this Agreement to the contrary, nothing in this Agreement shall be deemed as a waiver of the County’s immunity or limits of liability beyond any statutory limited waiver of immunity or limits of liability that may have been or may be adopted by the Florida Legislature, and the cap on the amount and liability of the County for damages, regardless of the number or nature of claims in tort, equity, or contract, shall not exceed the dollar amount set by the legislature for tort. Nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim against the County, which claim would otherwise be barred under the doctrine of sovereign immunity or by operation of law.

10. INSURANCE

Consultant shall provide the required insurance detailed in Exhibit C for the entire Term of the Agreement.

Regardless of anything submitted as proof of insurance, Consultant shall comply with all requirements of Exhibit C. For the purposes of Exhibit C, the term “County” shall mean and refer to the County and its districts, authorities, separate units of government established by law, ordinance or resolution, partners, elected and non-elected officials, employees, agents, volunteers, and any party with whom the County has agreed by contract to provide additional insured status, and the State of Florida, including the state’s officers and employees

Regardless of anything submitted as proof of insurance, Consultant shall comply with all requirements as stated in the solicitation and/or contract documents.

11. TERMINATION

A. County may terminate this Agreement upon at least thirty (30) days prior written notice to Consultant.

B. Consultant may terminate this Agreement upon at least one hundred twenty (120) days prior written notice to County.

C. Upon receipt of notice of termination by the County from Consultant or upon delivery of notice of termination from the County to Consultant, Consultant shall:

1. Stop work under the Agreement on the date and to the extent specified in County’s Notice of Termination.

2. Inform the County, in writing, of the extent to which performance is completed.

3. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the Services under the Agreement that is in progress but not yet completed.

4. Assign to the County, in the manner, at the times, and to the extent directed by the County, all of the right, title and interest of Consultant under the orders and subcontracts so terminated.

D. For all undisputed outstanding invoices submitted to the County prior to the effective date of the termination and subject to Article 6 - Term of Agreement, Article 7 – Agreement Price and Compensation, and this Article 11 - Termination, the County shall cause payments to be made to Consultant within forty-five (45) days of receipt of invoice. Consultant shall invoice the County for any sums Consultant claims to be owed by County under this Agreement for work performed from the last invoice to the effective date of termination. County shall review such invoice for payment and County shall pay any undisputed amount within forty five (45) days.

E. With the approval of the County and to the extent required by the County, settle all outstanding liabilities and all claims arising out of such termination. County's approval of such settlements shall be final for all the purposes of a termination under this Article 11 - Termination. In addition, Consultant shall transfer title and deliver to the County, in the manner, at the times, and to the extent, if any, directed by the County of Deliverables, work-in-progress, reports, models, studies, and other materials produced as a part of, or acquired in connection with the performance of the Services terminated.

F. If Consultant fails to cure a breach within ten (10) calendar days after receipt of notice from the County of said breach, the County may take over the Services and complete the Services and Consultant shall be liable to the County for any increased cost of the Project reasonably incurred by the County to complete Consultant's unfinished Services. As such, County may apply unpaid Compensation due and owing to Consultant prior to the default as a set off against the costs incurred by the County for taking over such Services.

G. The right of termination provided to the County and Consultant herein shall be cumulative of all other remedies available at law.

H. All provisions of this Agreement that impose or contemplate continuing obligations on a party will survive the expiration or termination of this Agreement.

12. DISPUTE RESOLUTION

A. Good Faith Efforts to Resolve.

The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set forth in this Section Dispute Resolution. The Consultant and the County Project Manager shall use reasonable efforts to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times and places, to address and work toward resolution of issues that arise in performance of this Agreement and any applicable Scope of Work or statement of Services.

Issues shall be escalated to successive management levels as needed.

B. Informal Dispute Resolution.

If a dispute develops between the parties concerning any provision of this Agreement, the interpretation thereof, or any conduct by the other party under these agreements, and the parties are unable to resolve such dispute within five (5) business days or longer, that party, known as the Invoking Party, through its applicable Project Manager, shall promptly bring the disputed matter to the attention of the non-Invoking Party’s Project Manager or designated representative, as the case may be, of the other party in writing (“Dispute Notice”) in order to resolve such dispute.

C. Discovery and Negotiation / Recommended Procedures.

Upon issuance of a Dispute Notice, the Project Managers or designated representative shall furnish to each other all non-privileged information with respect to the dispute believed by them to be appropriate and germane. The Project Managers shall negotiate in an effort to resolve the dispute without the necessity of any formal proceeding. If such dispute is not resolved by the Project Managers or designated representative within ten (10) County Work Days (defined as weekdays [i.e. Monday, Tuesday, Wednesday, Thursday and Friday] not designated as holidays by the County) of issuance of the Dispute Notice, or such other time as may be mutually allowed by the Project Managers as being necessary given the scope and complexity of the dispute, the Project Managers may, depending upon the nature, scope, and severity of the dispute, escalate the dispute as indicated below:

County Work Days

Contractor’s Representative County Representative

10 Contractor’s Project Manager County Project Manager 10 Contractor’s Sr. Vice President Director of Purchasing and

Contracts

20 Contractor’s COO or President Deputy County Manager

D. Formal Dispute Resolution.

At any point after issuance of a Dispute Notice under this section, either party may request and initiate formal non-binding mediation before a single mediator, which mediation shall be completed within thirty (30) days of initiation or such longer time as may be agreed upon by both parties as being necessary for the mutual selection of a mediator and scheduling of such mediation. Any such mediation shall be convened and conducted in accordance with the rules of practice and procedure adopted by the Supreme Court of Florida for court-ordered mediation, Rule 1.700 et seq. of the Florida Rules of Civil Procedure, and Chapter 44, Florida Statutes. If the dispute remains unresolved after conducting such mediation, then either party may proceed to finalize any pending termination remedies and commence litigation in a court of competent jurisdiction. Each party shall bear its own costs and attorney’s fees for mediation or arbitration of an issue arising under this Agreement.

E. Right to Terminate Reserved.

Regardless of the dispute resolution procedures provided for in this Section Dispute Resolution, nothing herein shall affect, delay, or otherwise preclude a party from terminating this Agreement in accordance with the provisions of Section 11. Termination, it being understood that these dispute resolution procedures are intended as a means of resolving disputes both during the term of this Agreement and after termination or expiration thereof.

13. COUNTY DATA

A. Consultant agrees and understands that all files and other information and data created in connection with the administration of this Agreement constitute a public record, except to the extent it is exempt or proprietary under Florida Law (Chapter 119, Florida Statutes) from disclosure or as preempted by federal law. Consultant agrees to maintain for public record access such files and to maintain for public access such files after termination of this Agreement to the extent required by the laws of the State of Florida.

B. Upon any termination or expiration of this Agreement, Consultant, upon County’s written request, shall promptly deliver, but not more than thirty (30) days after County’s request, to

County an extract of County’s data hosted in the System in XML format or such other format as mutually agreed upon by County and Consultant.

C. THE ABOVE DUTIES AND OBLIGATIONS SHALL SURVIVE THE CANCELLATION OR TERMINATION OF

THIS AGREEMENT.

14. LOCAL GOVERNMENT REQUIREMENTS

14.1. Public Records Law

Pursuant to section 119.0701(2)(a), Florida Statutes, the County is required to provide Consultant with this statement and establish the following requirements as contractual obligations pursuant to 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 CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS

AT 386-736-5935, purchasing@volusia.org, by mail, Purchasing and Contracts Division, Attn: Public Records Custodian, 123 W. Indiana Ave. RM 302 DeLand, FL 32720.

By entering into this Contract, Consultant acknowledges and agrees that any records maintained, generated, received, or kept in connection with, or related to the performance of services provided under, this Contract are public records subject to the public records disclosure requirements of section 119.07(1), Florida Statutes, and Article I, section 24 of the Florida Constitution. Pursuant to section 119.0701, Florida Statutes, any Consultant entering into a contract for services with the County is required to:

A. Keep and maintain public records required by the County to perform the services and work provided pursuant to this Contract.

B. Upon request from the County’s custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied 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.

C. 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 or termination of the Contract if Consultant does not transfer the records to the County.

D. Upon completion or termination of the Contract, transfer, at no cost, to the County all public records in the possession of Consultant or keep and maintain public records required by the County to perform the service. If Consultant transfers all public records to the County upon completion or termination of the Contract, 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 or termination of the Contract, 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 systems of the County.

Requests to inspect or copy public records relating to the County’s Contract for services must be made directly to the County. If Consultant receives any such request, Consultant shall instruct the requestor to contact the County. If the County does not possess the records requested, the County shall immediately notify Consultant of such request, and Consultant must provide the records to the County or otherwise allow the records to be inspected or copied within a reasonable time.

Consultant acknowledges that failure to provide the public records to the County within a reasonable time may subject the parties to this Agreement to penalties under section 119.10, Florida Statutes. Consultant further agrees not to release any records that are statutorily confidential or otherwise exempt from disclosure without first receiving prior written authorization from the County. Consultant shall indemnify, defend, and hold the County harmless for and against any and all claims, damage awards, and causes of action arising from Consultant’s failure to comply with the public records disclosure requirements of section 119.07(1), Florida Statutes, or by Consultant’s failure to maintain public records that are exempt or confidential and exempt from the public records disclosure requirements, including, but not limited to, any third party claims or awards for attorneys’ fees and costs arising therefrom. Consultant authorizes County to seek declaratory, injunctive, or other appropriate relief against Consultant from a Circuit Court in Volusia County on an expedited basis to enforce the requirements of this section.

14.2. No Code Violation or Past Due Debt

Consultant warrants and represents that neither the business, nor any officer or significant stakeholder of the business is in violation of the Volusia County Code of Ordinances and does not owe the County any past due debt. Any breach of the foregoing warranty and representation constitutes a material breach of this Agreement, and the County shall have the right to terminate this Agreement as a consequence thereof.

14.3. Changes Due to Public Welfare

The County and Consultant agree to enter into good faith negotiations regarding modifications to this Agreement which may be required in order to implement changes in the interest of the public welfare or due to change in law or ordinance.

14.4. Compliance with Applicable Laws

Consultant shall perform its obligations hereunder in accordance with all applicable federal, state, local laws, ordinances, rules, regulations (including but not limited to the following statutes: Americans with Disabilities Act (ADA),Titles I, II and III of the ADA; Federal Immigration Reform and Control Act of 1986 (as amended); and Title VII of the Civil Rights Act of 1964 (as amended), and all orders and decrees of bodies or tribunals having jurisdiction or authority which in any manner affect the performance of this Agreement. Consultant shall indemnify, defend, and hold harmless the County and all its officers, agents, servants and employees against any claim or liability arising from or based on the violation of any such law, ordinance, rule, regulation, order or decree caused or committed by Consultant, its representatives, subcontractors, professional associates, agents, servants or employees. Additionally, Consultant shall obtain and maintain at its own expense all applicable licenses and permits to conduct business pursuant to this Agreement from the federal government, State of Florida, County of Volusia or municipalities when legally required and maintain same in full force and effect during the term of this Agreement.

14.5. Nondiscrimination and Americans with Disabilities Act

Consultant shall not unlawfully discriminate against any person in the operations and activities in the use or expenditure of the funds or any portion of the funds provided by this Agreement or in the provision of goods or Services pursuant to this Agreement. Consultant agrees it shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing all goods and Services funded or paid for by County, including Titles I, II and III of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. For internet/web Services: For the purposes of this paragraph, any Services or products offered to public via the internet or online must comply with WCAG 2.1 AA as set forth in the Department of Justice’s final rule regulating Web Content and Mobile Apps for State and Local Governments, as may be amended, regardless of the effective date thereof, in order to be deemed ADA compliant. The County will provide Consultant with prompt written notice with respect to any ADA deficiencies of which the County is aware and Consultant will promptly correct such deficiencies. If the County, the Department of Justice or other governmental entity tasked with the enforcement of the ADA (“Enforcement Agency”) notes any deficiency in the facilities, practices, services, or operations of Consultant furnished or provided in connection with this Agreement, Consultant shall, at no additional charge or cost to the County, immediately cure any such deficiencies without delay to the satisfaction of such Enforcement Agency. Consultant further agrees that it shall, to the extent permitted by law, indemnify, defend, and hold harmless the County against any and all claims, sanctions, or penalties assessed against the County, which claims, sanctions, or penalties arise or otherwise result from Consultant’s failure to comply with the ADA or WCAG 2.1 AA as required by the Department of Justice’s promulgated rules regarding Web Content and Mobile Apps, for online or internet Services or products.