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County of Flagler

INVITATION FOR BID

26-ITB-006

SOD MATERIALS AND INSTALLATION

RELEASE DATE: January 7, 2026

RESPONSE DEADLINE: January 28, 2026, 1:00 pm

Please refer to the project timeline in this document for all important deadlines.

Invitation For Bid #26-ITB-006 Title: Sod Materials and Installation

Table Of Contents

1. Introduction

2. General Terms and Conditions

3. Special Terms and Conditions

4. Insurance Requirements

5. Scope of Work

6. Vendor Questionnaire

7. Definitions

8. Attachments/Exhibits

Attachments:

A - PO-Terms and Conditions

1. Introduction

1.1. Summary

Flagler County is seeking bids from qualified vendors to furnish and deliver certified sod materials that meet all

FDOT Section 981 requirements and FDACS inspection, quarantine, and invasive-species standards. The selected vendor will supply approved sod types, provide all required certifications, ensure materials are fresh and compliant at delivery, and coordinate timely, F.O.B. Destination deliveries on an as-needed basis for

County projects.

1.2. Background

Flagler County regularly conducts maintenance and construction activities that require the use of high-quality, certified sod to restore rights-of-way and other public areas. To ensure compliance with FDOT and FDACS standards, all sod used in County projects must meet strict material, inspection, and quarantine requirements and be free of invasive or prohibited species. Through this Invitation to Bid, the County seeks qualified vendors capable of supplying approved sod types, providing proper certifications, and delivering materials on an as-needed basis throughout the County.

1.3. Contact Information

Kelly Bowman

Senior Procurement Coordinator

1769 E Moody Blvd, Bldg 2

Bunnell, FL 32110

Email: kbowman@flaglercounty.gov

Phone: (386) 313-4096

Department:

General Services

Department Head:

Mike Dickson

Director

1.4. Timeline

Release Solicitation Date January 7, 2026

Question Submission Deadline January 19, 2026, 5:00pm mailto:kbowman@flaglercounty.gov tel:(386)313-4096

Proposal Submission Deadline and Bid

Opening

January 28, 2026, 1:00pm

2. General Terms and Conditions

2.1. Instructions to Bidders

To receive consideration, entities who submit a response to this Invitation for Bid (Bidders) must meet the minimum qualification requirements and comply with the following: Bid responses (Bids) will be accepted from single business entities, joint ventures, partnerships or corporations.

2.2. Submission of Bids

The Flagler County Board of County Commissioners (“Flagler County” or “County”) are requesting proposals for the service and/or product(s) detailed within this solicitation. If your company is interested in submitting a proposal to provide this service and/or product(s), please provide the requested information in this solicitation, complete the included forms, and submit these documents with your response through OpenGov

Procurement, at https://procurement.opengov.com/portal/flaglercounty by the date and time posted. The submission of responses prior to the specified date and time is solely and strictly the responsibility of the

Proposer. Responses received after the posted date and time will not be considered. Additional information may be submitted with the response. No offer may be modified after acceptance. Terms and conditions differing from those in this solicitation may be cause for disqualification of the Response. Failure to provide the required information may result in the Response not being considered.

Do not submit confidential information, proprietary information and/or trade secrets.

2.3. Purchase Order/Master Agreement Terms and Conditions

The County's general terms and conditions for Purchase Orders included as an exhibit with this Invitation to

Bid (ITB) shall apply unless otherwise noted.

2.4. Compliance with Ordinances, Regulations, and Laws

The County reserves the right to require proof that the Proposer is an established business and is abiding by all applicable local, State, and Federal ordinances, regulations, and laws. This may include, but is not limited to, business tax receipts, business licenses, Florida sales tax registration, Federal Employers Identification

Number, and/or registration with the Florida Department of State, Division of Corporations' Sunbiz website at www.sunbiz.org.

2.5. Agreement Cancellation

The County reserves the right to cancel a resulting contract, without cause, by giving thirty (30) days' prior written notice to the contractor of the intention to cancel, or with cause if at any time the contractor fails to fulfill or abide by any of the terms or conditions specified. Failure of the contractor to comply with any of the provisions of a resulting contract shall be considered a material breach of contract and shall be cause for immediate termination of the contract at the sole discretion of the County. In addition to all other legal remedies available, the County reserves the right to cancel and obtain from another source, any services which have not been provided within the required period of time or, if no such time is stated, within a reasonable period of time from the date of order or request, as determined by the County.

https://www.sunbiz.org/

2.6. Proposer's Responsibility

The Proposer, by submitting a Response, represents that:

1. The Proposer has read and understands the Solicitation in its entirety and that the Response is made in accordance therewith;

2. The Proposer possesses the capabilities, resources, and personnel necessary to provide efficient and successful service to the County;

3. The Proposer has made all investigations and examinations necessary to ascertain site and/or local conditions and requirements affecting the full performance of the contract and to verify any representations made by Flagler County, Florida, upon which the Proposer will rely. If the Proposer receives an award because of its Response, failure to have made such investigations and examinations will in no way relieve the Proposer from its obligations to comply in every detail with all provisions and requirements of the contract, nor will a plea of ignorance of such conditions and requirements be accepted as a basis for any claim by the Proposer for additional compensation or relief; and,

4. The Proposer will be held responsible for any and all discrepancies, errors, etc., in discounts or rebates which are discovered during the Agreement term or up to and including three (3) fiscal years following the County’s annual audit.

2.7. Execution of Offer

Offer shall contain a signature in the space(s) provided of a representative authorized to legally bind the

Proposer to the provisions therein. All spaces requesting information from the Proposer or asking a question of the Proposer shall be completed.

2.8. Opening

Pursuant to Section 119.071, Florida Statutes, responses and the completed tabulation will be available for inspection within thirty (30) days of Solicitation opening. Contact the Office of Procurement and Contracts during regular business hours to inspect responses and the completed tabulation or go to the County's eProcurement Portal for inspection of the completed tabulation. The foregoing notwithstanding, if, prior to the County making responses available for inspection, the County rejects all responses and concurrently provides notice of the County’s intent to reissue the solicitation, then the County may avail itself of the exemption for rejected responses set forth in Section 119.071, Florida Statutes, to the extent such Section may apply.

Solicitation openings and public meetings may be attended either in person or remotely. Solicitation openings may be accessed remotely as described in the introduction timeline section of this Solicitation.

In accordance with the American Disabilities Act and Section 286.26, Florida Statutes, persons with disabilities needing a special accommodation to participate in the proceedings, or an interpreter to participate in any proceedings, should contact the Office of Procurement and Contracts at (386) 313-4008 two (2) business days before any meeting date.

2.9. Public Records Law

Pursuant to section 119.0701(2)(a), Florida Statutes, the County is required to provide Contractor with this statement and establish the following requirements as contractual obligations pursuant to the Contract:

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC

RECORDS AT 386-313-4001, PUBLICRECORDS@FLAGLERCOUNTY.GOV, BY MAIL, FLAGLER COUNTY BOARD OF COUNTY

COMMISSIONERS, OFFICE OF PROCUREMENT AND CONTRACTS , ATTN: ADMINISTRATION, 1769 E. MOODY BLVD, BLDG. 2, BUNNELL, FL 32110.

By entering into this Contract, Contractor 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

Contractor entering into a contract for services with the County is required to:

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

2. 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.

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

4. Upon completion or termination of the Contract, transfer, at no cost, to the County all public records in the possession of the Contractor or keep and maintain public records required by the

County to perform the service. If the Contractor transfers all public records to the County upon completion or termination of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion or termination of the Contract, the Contractor 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 Contractor receives any such request, Contractor shall instruct the requestor to contact the

County. If the County does not possess the records requested, the County shall immediately notify the

Contractor of such request, and the Contractor must provide the records to the County or otherwise allow the records to be inspected or copied within a reasonable time.

Contractor acknowledges that failure to provide the public records to the County within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. Contractor 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. Contractor shall indemnify, defend, and hold the County harmless for and against any and all claims, damage awards, and causes of action arising from the Contractor’s failure to comply with the public records disclosure requirements of section 119.07(1), Florida Statutes, or by

Contractor’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 attorney’s fees and costs arising therefrom. Contractor authorizes County to seek declaratory, injunctive, or other appropriate relief against Contractor from a Circuit Court in Flagler County on an expedited basis to enforce the requirements of this section.

2.10. Patent/Copyright/Trade Secret (Indemnify, Defend, Hold Harmless)

The Proposer shall pay all royalties and assume all costs arising from the use of any invention, design, process materials, equipment, product or device which is the subject of patent rights or copyrights. The Proposer shall indemnify, hold harmless, and defend the Flagler County Board of Commissioners, their agents and employees, and anyone directly or indirectly employed by either of them, from and against all liabilities, damages, claims, demands, or actions at law or in equity, including court costs and attorneys’ fees that may hereafter at any time be made or brought by anyone arising out of any infringement of patent rights or copyrights held by others or for the disclosure or improper utilization of any trade secrets by the Proposer while providing services under this agreement.

2.11. Clarification, Correction of Entry, Minor Irregularities

The Flagler County Board of County Commissioners reserves the right to allow for the clarification of questionable entries and the correction of obvious mistakes. The County reserves the right to waive minor irregularities in Submittals, providing such action is in the best interest of the County. Minor irregularities are defined as those that have no adverse effect on the County’s best interests and will not affect the outcome of the selection process by giving the Proposer an advantage or benefit not enjoyed by other Proposers.

2.12. Revisions, Addenda, Questions & Answers

1. It is incumbent upon each Proposer to carefully examine the specifications, scope of work/service, terms, and conditions of this Solicitation. The posting of answers through the County's eProcurement Portal is the only official method by which interpretation, clarification, or additional information can be given. Questions and exceptions concerning any Section of this Solicitation shall be directed through the question-and-answer section of the County's eProcurement Portal.

2. If it becomes necessary for the County to revise or clarify any part of this Solicitation it will be updated on the County's eProcurement Portal by the posting of answers to questions received and/or the revision of solicitation language/documentation. It is each Proposer's responsibility to check the County's eProcurement Portal for any posted answers, and/or solicitation changes. Each

Proposer shall ensure that they have reviewed all questions & answers and/or changes to this

Solicitation before submitting their Response. By submitting a response, Proposers acknowledge that they have reviewed all posted answers, and/or solicitation changes prior to the posted closing date and time.

3. Each answer issued by the County shall become a material part of this Solicitation. Answers posted by the County and/or changes made to the Solicitation are authoritative and shall be considered an addendum to the Solicitation.

4. All information in this Solicitation, including information provided through the Question & Answer feature, are incorporated into the Solicitation and/or any Contract resulting from this Solicitation.

5. Questions and exceptions shall be submitted before 5:00 pm on Monday, January 19, 2026.

Thereafter, no further questions or exceptions will be accepted or reviewed by the County and

Proposer’s right to submit questions or exceptions will terminate and any questions or exceptions not previously made shall be deemed waived. Oral representations will not be binding on the

County.

2.13. Incurred Expenses

The County has no obligation to make an award as a result of this Solicitation, nor shall the County be responsible for any cost or expense which may be incurred by any Proposer in preparing and submitting a

Response, or any cost or expense incurred by any Proposer prior to the execution of a Purchase Order or

Contract.

2.14. Business Preferences

The County annually spends significant dollars on purchasing personal property, materials, and services, and in constructing improvements to real property or existing structures. The dollars used in making those purchases are derived, in large part, from taxes, fees and utility revenues paid by businesses located within Flagler County, and the County Commission has determined that funds generated in the community should, to the extent possible, be placed back into the local economy. Therefore, the County

Commission has determined that it is in the best interest of the County to give a preference to specific types of businesses in making such purchases whenever the application of such a preference is reasonable in light of the dollar-value of bids and quotes received in relation to such expenditures.

For competitive sealed bids that do not exceed $500,000, the provisions of this section shall apply to all competitive formal bids or quotes for purchase/procurement of goods, services, supplies, equipment, materials and in construction improvements to real property or existing structures. When the lowest price is offered by a vendor located outside of Flagler County, and a price is offered by a Flagler County vendor, and it is within five (5) percent of the lowest price offered, then the Flagler County vendor shall be given the opportunity to match the lowest price offered. The local preference shall be applied if the local vendor meets all the eligibility requirements identified in this section and is an otherwise qualified bidder or proposer.

For competitive sealed bids that do not exceed $500,000, the provisions of this section shall apply to all competitive formal bids or quotes for purchase/procurement of goods, services, supplies, equipment, materials and in construction improvements to real property or existing structures. When the lowest price is offered by a non-women or non-minority business enterprise located outside of Flagler County, and the next lowest price is offered by a women or minority business enterprise that is within five (5) percent of the lowest price offered, then the women or minority business enterprise shall be given the opportunity to match the lowest price offered. If the W/MBE Vendor agrees to match the lowest price is reached, the W/MBE Vendor will be awarded the

Quote if the W/MBE Vendor is otherwise fully qualified and meets all Board requirements.

Definitions

A. Local Vendor means a person or business entity which has maintained a permanent place of business with full-time employees within Flagler County for a minimum of twelve months prior to the date bids or quotes were received for the purchase or contract at issue, and which generally provides from such permanent place of business the kinds of goods or services solicited, and which at the time of the solicitation fully complies with the local vendor eligibility identified in paragraph 2 below.

B. Local Vendor Affidavit of Eligibility shall accompany the quotation or bid submittal in order to be considered valid and shall include, but not be limited to, the following current information:

1. A physical business and location address;

2. A copy of a current Flagler County Local Business Tax Receipt (formerly known as an “occupational license”) to verify the business location;

3. Proof of payment of business license and/or real property tax due to Flagler County;

4. A copy of the firm’s most recent annual corporation report to the Florida Division of Corporations;

5. Any additional information necessary to verify local status.

C. W/MBE Vendor Eligibility shall accompany the quotation or bid submittal in order to be considered valid and shall include, but not be limited to, the following current information:

1. A valid W/MBE Certification;

2. A physical business and location address;

3. Any additional information necessary to verify eligibility status.

Competitive Bids/Quotes. The County reserves the exclusive right to compare, contrast and otherwise evaluate the qualifications, character, responsibility and financial qualifications of all persons, firms, partnerships, companies or corporations submitting formal bids or formal quotes in any procurement for goods and services when making an award in the best interests of the County.

Exemptions

A. Purchases resulting from exigent emergency conditions where any delay in completion or performance would jeopardize public health, safety, or welfare of the citizens of the County, or where in the judgment of the County the operational effectiveness or a significant County function would be seriously threatened if a purchase was not made expeditiously.

B. Purchases with any sole source supplier for supplies, materials, or other equipment.

C. Purchases made through cooperative purchasing arrangements utilized by the Purchasing Department as identified in the

Purchasing Policy.

D. Purchases that are funded in whole or in part by assistance from any federal, state, or local agency where the program guidelines do not permit local preference.

Appeal A. If an application for a “Local Contractor/Vendor” designation is denied, the applicant may appeal such decision to the

County Administrator for review and further consideration.

2.15. Pricing

Unless otherwise specified, prices offered shall:

• remain firm for a period of at least one hundred and twenty (120) days from the date of Solicitation opening, prior to award being made;

• include FOB Destination, all packing, handling, shipping charges and delivery to any point(s) within the

County to a secure area or inside delivery (for goods);

• include all expenses necessary to provide the service at the location specified (for services).

2.16. FOB Destination

The FOB point for this contract and for all purchases made under it shall be at the project site in Flagler

County, Florida. Delivery will not be complete until the using department has accepted each item. Delivery to a common carrier shall not constitute delivery to the ordering agency. All disputes arising out of shipping prior to acceptance by Flagler County shall be between the Contractor and the carrier.

2.17. Payment Terms

Unless otherwise stated in the Special Terms and Conditions, the County will remit full payment on all undisputed invoices within forty five (45) days from receipt by the appropriate person(s) (to be designated at time of contract) or receipt of all products or services ordered in accordance with the Local Government

Prompt Payment Act, Part Vii, Chapter 218, Florida Statutes.

2.18. Unusual Costs

The Contractor 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

Contractor petitions for such an increase, the Contractor 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 contract termination.

The Contractor’s request shall contain substantial proof and justification to support the need for the rate adjustment. The County may request from the Contractor, and the Contractor shall provide further information as may be reasonably necessary in making its determination. The County shall approve or deny the request, in its sole discretion, 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 go down.

2.19. Additional Terms & Conditions

The Flagler County Board of County Commissioners reserves the right to reject offers containing terms or conditions contradictory to those requested in this Solicitation.

2.20. Taxes

County is exempt from Manufacturers’ Federal Excise Tax (Exemption# 59-78-0089K) and Florida sales tax

(Exemption# 85-8013245979C-5). Certificates are available and can be obtained by emailing purchasing@flaglercounty.gov.

2.21. Meets/Minimum Specifications

The specifications listed in the Scope of Work are the minimum required performance specifications for this

Solicitation; they are not intended to limit competition nor specify any particular Proposer, but to ensure that the County receives quality services. The Proposer represents that all offers to this Solicitation shall meet or exceed the minimum requirements specified.

2.22. Samples

When required, samples of products shall be furnished with Response to the County at no charge. Samples may be tested and will not be returned to the Proposer. The result of any and all testing shall be made available upon written request.

2.23. Change in Scope of Work/Service

1. The County may order changes in the work/service consisting of additions, deletions, or other revisions within the general scope of the contract. No claims may be made by the Contractor that the scope of the project or of the Contractor’s services has been changed, requiring changes to the amount of compensation to the Contractor or other adjustments to the contract, unless such changes or adjustments have been made by written amendment or change order to the contract signed by the County and the Contractor.

2. If the Contractor believes that any particular work/service is not within the scope of work/service of the contract, is a material change, or will otherwise require more compensation to the

Contractor, the Contractor must immediately notify the County’s designated representative in writing of this belief. The Contractor and County shall negotiate modifications to the contract in good faith and agree upon equitable adjustment for any changes in services or other obligations mailto:purchasing@flaglercounty.gov required of the Contractor due to such modifications. The Contractor must assert its right to an adjustment under this clause within thirty (30) days from the date of receipt of the written order.

3. The County reserves the right to negotiate with the awarded Contractor(s) without completing the competitive bidding process for materials, products, and/or services similar in nature to those specified within this solicitation for which requirements were not known when the Solicitation was released.

2.24. Governing Laws/Venue

This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida without giving effect to any choice of law principles. Jurisdiction over, and venue for, any controversies or legal issues arising out of this contract shall, if in state court, be exclusively in the 7th Judicial

Circuit in and for Flagler County, Florida. By entering into this contract, Contractor and County hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to the contract, and, unless otherwise expressly provided herein, each agrees to bear its own costs and attorney’s fees relating to any dispute arising under the contract.

2.25. Assignment

Contractor may not assign or otherwise convey Contractor’s rights and/or obligations under the contract without obtaining County’s prior written consent, which consent County may withhold, limit and/or condition in County’s sole discretion, including, but not limited to, requiring the Contractor or his/her proposed successor in interest to post a performance bond. Any consent by the County under this Section shall be by written amendment to the contract in a form and substance specified by the County in its sole discretion. If

Contractor desires to assign or otherwise convey its rights and/or obligations under the contract, Contractor shall, no less than thirty (30) days prior to the assignment’s proposed effective date, provide County with a written request for County’s consent. Failure to provide such notice may result in the County assessing a processing fee of Five Hundred Dollars (US $500.00); however, payment of such fee shall not entitle the

Contractor to the County’s acceptance or approval of its request for assignment.

Nothing herein shall preclude the right of the County to waive its rights under this Section, but no waiver shall be granted by the County without a written and duly executed amendment to the contract.

2.26. Content of Solicitation/Response

The contents of this Solicitation, all terms, conditions, specifications, and requirements included herein and the accepted and awarded response thereto shall be incorporated into a contract to purchase and become legally binding. Any terms, conditions, specifications, and/or requirements specific to the item or service requested in this Solicitation shall supersede the requirements as specified in the General Terms and

Conditions and/or Special Terms and Conditions section(s) of this Solicitation.

2.27. Contract

The contents of this Solicitation and all provisions of the successful proposal deemed pertinent by the County shall be incorporated into a contract and become legally binding on the selected Proposer and County. The content of the contract may contain changes as a result of the Solicitation process and the content of the submittal received. The contract shall, at minimum, include the substantive terms and conditions as outlined in the Solicitation and be subject to review by the County Attorney or designee prior to approval and execution for determination of legal form and substantive sufficiency, and shall contain an order of precedence and may contain those additional terms and conditions that the County deems in its best interest.

The County shall be responsible for only those orders placed by the County pursuant to the contract or on an authorized signed Purchase Order. The County shall not be responsible for any order, change substitution or any other discrepancy from the Purchase Order or Master Agreement. If there is any question about the authenticity of a Purchase Order, contract, or change order, the Proposer should promptly contact the Office of Procurement and Contracts at (386) 313- 4008.

2.28. Disclosure of Response Content

All material submitted becomes the property of the County and may be returned only at the County's option.

The County has the right to use any or all ideas presented in any reply to this Solicitation. Selection or rejection of any Response does not affect this right. Flagler County, Florida, is governed by the Public Record

Law, Chapter 119, Florida Statutes (F.S.).

2.29. Limitation of Liability/Indemnification

The Contractor 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 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 Contractor or its subcontractors, agents, employees, or any persons employed or utilized by the Contractor in the performance of the Contractor’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, Contractor’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 Contractor, or its employees, agents, contractors, or subcontractors pursuant to Contractor's insurance. The Contractor's indemnification obligation shall survive the expiration or termination of the contract.

2.30. Payment of Subcontractors

Contractor shall save and hold the County harmless from any and all claims or actions by Contractor's subcontractor(s) for payment of monies such subcontractor claims to be owed by Contractor for Work performed under the contract. Nothing in the contract shall create any obligation on the part of the County to pay directly to any Subcontractors any monies due for Work performed under the contract.

2.31. Infringement Claim

For all licensed software or derivate works of the licensed software used by County under the resulting contract, Contractor agrees to protect, defend, indemnify, and hold harmless the County, its agents, elected officials and employees from and against any and all claims, demands, actions, and causes or action which may arise asserting that all or any part of Contractor’s licensed software or applications that are owned and licensed by Contractor to County for use thereof by County, infringes or misappropriates any third party’s valid state patent, copyright, trademark, or any trade secret protected under United States law. In the event of an infringement claim, Contractor shall have the option: (i) to procure for County the right to continue using any product or service found to be infringing; (ii) to replace any such infringing product or service with a non-infringing product or service; or (iii) to modify such infringing product or service to make it non-infringing.

Contractor shall have no obligation under this Section if the Infringement Claim is based upon the use of the system in combination with other hardware or software applications not furnished by Contractor, or if such a claim arises from County’s modification of the system without the authorization of Contractor.

2.32. Sovereign Immunity

County expressly retains all rights, benefits and immunities of sovereign immunity in accordance with Section

768.28, Florida Statutes (as amended). Notwithstanding anything set forth in any section of this contract to the contrary, nothing in this contract shall be deemed as a waiver of immunity or limits of liability of the

County beyond any statutory limited waiver of immunity or limits of liability which 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 contract 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.

2.33. Compliance with Federal E-Verify Regulations

Contractor covenants and agrees to the following provisions, as required by law:

1. If and to the extent the contract meets the criteria set forth at 48 C.F.R. § 52.222-54(e), the criteria of 48 C.F.R. § 52.222-54 are hereby incorporated by reference into this contract as if fully set forth herein.

2. Contractor and any of Contractor’s Subcontractors shall register with and utilize the U.S.

Department of Homeland Security’s E-Verify system to verify the employment eligibility and work authorization status of all new employees hired by Contractor (or Contractor’s Subcontractors) on or after the effective date of this contract and thereafter during the remaining term of the contract.

3. In the event Contractor enters into a subcontract, Contractor shall require, via written contract, the

Subcontractor agree to: (i) register with and utilize the U.S. Department of Homeland Security’s E-

Verify system to verify the employment eligibility of all new employees hired on or after the effective date of the subcontract and thereafter during the remaining term of the subcontract; and

(ii) provide Contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Contractor shall maintain a copy of such affidavit for the duration of this contract or the subcontract, whichever is longer. Contractor shall provide a copy of such affidavit to the County before the Subcontractor begins any work associated with the contract. If the County has a good faith belief that a subcontractor knowingly violated the requirements set forth in this Section or Sections 448.09(1) or 448.095 of the Florida Statutes, but also has a good faith belief Contractor otherwise complied with this Section and applicable law, the

County shall promptly notify Contractor and order Contractor to immediately terminate its contract with the Subcontractor. Failure to comply with said order shall constitute a material breach of this contract.

4. If the County has a good faith belief Contractor has knowingly violated, or if Contractor is found to have violated, this Section; Section 448.09(1), Florida Statutes; Section 448.095, Florida Statutes; or the Presidential Executive Order and subsequent Federal Acquisition Regulation (FAR) rule requiring federal contractors to use E-Verify, if applicable, then the following shall be true: (i) such violation shall be a material breach of this contract by Contractor; (ii) Contractor shall indemnify, defend, and hold harmless the County from any resulting costs or expenses, including fines or penalties levied by a government agency and the County’s loss or repayment of grant funds by breaching the requirements of this section; (iii) the County may terminate this contract immediately and without penalty and such termination shall not be or be considered a breach of this contract; and (iv) Contractor shall be liable for any additional costs incurred by the County as a result of the termination of the contract. Contractor acknowledges and understands that if the

County terminates this contract in accordance with this Section, Contractor shall be ineligible for award of a public contract for at least one (1) year after the date on which the Agreement was terminated.

2.34. Public Entity Crimes

Pursuant to paragraph 287.133(2)(a), Florida Statutes, a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in section 287.017, Florida

Statutes, for CATEGORY TWO for a period of thirty-six (36) months following the date of being placed on the convicted vendor list.

By entering into this contract, the Contractor represents and warrants that it is not on the convicted vendor list and not under investigation for violation of any state or federal law relating to public entity crimes. The

Contractor further represents and warrants that its subcontractors and implementer, if any, are not on the convicted vendor list and not under investigation for violation of any state or federal law relating to public entity crimes.

2.35. Patents, Copyright, and Royalties

The supplier/provider, without exception, shall indemnify and save harmless Flagler County, its officers, agents, and employees from liability of any nature of kind, including cost and expenses for or on account of any copyrighted, registered, patented, or unpatented invention, process, or article manufactured or used in the provision of goods and/or services, including use by the County. If the supplier/provider uses any design, device, or materials covered by letters, patent, copyright, or registration, it is mutually agreed and understood without exception that the quoted price shall include all royalties or costs arising from the use of such design, device, or materials in any way involved.

2.36. Use of County Logo

The County owns and retains all proprietary rights in its logos, trademarks, trade names, and copyrighted images (Intellectual Property). As such, nothing in this Solicitation permits or shall be construed as authorizing

Proposer to use or display County's Intellectual Property on Proposer's submittal documents or proposal

(including any exhibits attached thereto) submitted to County by or on behalf of Proposer in response to this solicitation. The County has the right to redact the County Logo displayed on any Response.

2.37. Training

Unless otherwise specified suppliers/providers may be required at the convenience of, and at no expense to, the County to provide training to County personnel in the operation and maintenance of any item purchased as a result of this Solicitation.

2.38. Acceptance

Products purchased as a result of this Solicitation may be tested for compliance with specifications. Items delivered not conforming to specifications may be rejected and returned at Contractor's expense. Those items and items not delivered by the delivery date specified in accepted offer and/or purchase order may be purchased on the open market. Any increase in cost may be charged against the Contractor.

2.39. Safety Warranty

Any awarded Contractor including dealers, distributors, and/or manufacturers shall be responsible for having complied with all Federal, State, and local standards, regulations, and laws concerning the product or service specified, and the use thereof, applicable and effective on the date of manufacture or use or date in service including safety and environmental standards as apply to both private industry and governmental agencies.

2.40. Safety

The Contractor shall take the necessary precautions and bear the sole responsibility for the safety of the methods employed by the Contractor in performing the work. The Contractor shall, at all times, comply with the regulations set forth by federal, state, and local laws, rules, and regulations concerning "OSHA" and all applicable state labor laws, regulations, and standards. The Contractor shall indemnify and hold harmless the

County from and against all liabilities, suits, damages, costs, and expenses (including attorney's fees and court costs) which may be imposed on the County because of the Contractor, Subcontractor, or supplier's failure to comply with the regulations.

2.41. Warranty

The Proposer agrees that, unless otherwise specified, the product and/or service furnished as a result of this

Solicitation and award thereto shall be covered by the most favorable commercial warranty the Proposer gives to any customer for comparable quantities of such products and/or services and that the right and remedies provided herein are in addition to and do not limit any rights afforded to the Flagler County Board of County

Commissioners by any other provision of the Solicitation/offer.

2.42. Awards

Results from the evaluation committee will be considered by the Flagler County Board of County

Commissioners at a regular meeting after the evaluation process. This RFP is issued in accordance with and shall be governed by the provisions of the County’s Procurement Policy and Florida Statutes.

The Flagler County Board of County Commissioners reserves the right to make award(s) by individual sections, groups, all or none, or a combination thereof, with one or more proposers; to reject all proposals, or to waive any informality or technicality in proposals received as deemed to be in the best interest of the County.

2.43. Other Agencies

All Contractors awarded contracts from this Solicitation may, upon mutual agreement, permit any municipality or other governmental agency to participate in an agreement under the same prices, terms, and conditions, if agreed to by both parties. It is understood that at no time will any city, municipality, or other agency be obligated for placing an order for any other city, municipality, or agency; nor will any city, municipality, or agency be obligated for any bills incurred by any other city, municipality, or agency. Further, it is understood that each agency will issue its own purchase order to the awarded Contractor(s).

2.44. County Facilities

County facilities are administrative facilities that provide services to the Flagler County public and any agencies that it serves. As such, activities in all buildings are critical to the provisioning of services to the public and shall not be interrupted by the Contractor’s work activities.

2.45. Licenses, Certificates, and Permits

1. The County reserves the right to require proof that the Proposer is an established business and is abiding by the ordinances, regulations, and laws of their community and the state of Florida, such as but not limited to: Business Tax Receipts, business licenses, Florida sales tax registration, Federal

Employers Identification Number, Registration with the Florida Department of State, and the

Division of Corporations’ Sunbiz at www.sunbiz.org.

2. The Proposer must be registered with the Florida Department of State Division of Corporations at www.sunbiz.org in order to provide services under the resulting contract.

3. If a license is required, the Proposer shall be licensed to perform the required work in accordance with the laws of the State of Florida and local ordinances. Proposer shall also verify that his/her subcontractors are licensed to perform the work in accordance with the laws of the State of Florida and local ordinances.

4. If applicable, the Proposer shall have a current professional registration certificate from the appropriate governing board. The Proposer must be properly registered at the time of its submittal to practice their profession in the State of Florida.

5. At time of Solicitation submittal, Proposer shall hold the required licensure to be the prime

Contractor for all work to be performed under the resulting contract. If Proposer proposes to use a

Subcontractor or sub-consultant to perform any work under the resulting contract such subcontractor and/or sub-consultant shall, at the time of Solicitation submittal, hold the required licensure for all work to be performed under the resulting contract as a subcontractor and shall maintain such license(s) in full force and effect during the term of the resulting contract. All licenses and permits required to perform Contractor’s duties under the resulting contract whether such license or permit is required by the federal government, State of Florida, Flagler County, or any municipality, shall be at Proposer’s sole cost and expense, and shall not be a cost of the County. All required licenses and permits shall be maintained in full force and effect during the term of the resulting contract.

2.46. Records & Right to Audit

County shall have the right to audit the books, records, and accounts of Contractor and its Subcontractors that are related to the resulting contract. Contractor and its Subcontractors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the resulting contract. Contractor shall preserve and make available, at reasonable times for examination and audit by the

County, all financial records, supporting documents, statistical records, and any other documents pertinent to this contract for a retention period of five (5) years after completion or termination of the contract, and any renewals, as required by Item 65, General Records Schedule GS1-SL for State and Local Government Agencies, effective February 19, 2015 and the Florida Public Records Act (Chapter 119, Florida Statutes). Contractor shall, by written Contract, require its Subcontractors to agree to the requirements and obligations of this

Section. Audits will be subject to applicable privacy and confidentiality laws and regulations and Contractor’s privacy and confidentiality policies and procedures.

2.47. Claim Notice

The Contractor shall immediately report in writing to the County’s designated representative or agent any incident that might reasonably be expected to result in any claim under any of the coverage mentioned herein. The Contractor agrees to cooperate with the County in promptly releasing reasonable information periodically as to the disposition of any claims, including a résumé of claims experience relating to all

Contractor operations at the County project site. The designated representative for the County shall be:

Flagler County Board of County Commissioners

Human Resources/Risk Management Division

Address: 1769 E. Moody Blvd., Bldg. 2

Bunnell, Florida 32110

Telephone: 386-313-4035

Fax: 386-313-4107

2.48. Waiver and Limitation of Claims

Once the contract expires, or final payment has been requested and made, the awarded Contractor shall have no more than thirty (30) calendar days to present or file any claims against the County concerning the contract. After that period, any right to claims against the County by the Contractor concerning the contract are waived.

2.49. Compliance with Laws and Regulations

The Contractor shall be responsible to know and to apply all applicable federal and state laws, all 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…