Active SLED Opportunity · FLORIDA · ALACHUA COUNTY
AI Summary
Alachua County, Florida seeks bids for annual hauling services of roadway construction materials including asphalt millings and limerock. The contract term starts October 1, 2026, with options to renew. Bidders must comply with insurance, wage, and submission requirements. Questions due April 26, 2026; bids due May 6, 2026.
Purpose: This work will include the hauling of roadway construction materials including but not limited to asphalt millings, limerock and borrow material from the designated work site to another location located within the County as determined by the Alachua County Public Works Department on an as needed basis.
Location: Alachua County is located in North Central Florida. The County government seat is situated in Gainesville. Gainesville is located 70 miles southwest of Jacksonville, 129 miles southeast of Tallahassee, 140 miles northeast of Tampa - St. Petersburg and 109 miles northwest of Orlando. Alachua County has a population of over 250,000 and a regional airport. The County itself consists of a total area of 969 square miles.
Form of Government: Alachua County is governed by a Board of five (5) elected County Commissioners and operates under the established County Manager Charter form of government. In addition to the five County Commissioners, there are five elected Constitutional Officers: Supervisor of Elections, Sheriff, Clerk of the Court, Tax Collector, and the Property Appraiser. The Alachua County Attorney also reports to the Board.
The scheduled solicitation opening will occur via Zoom during a public meeting
Please use the See What Changed link to view all the changes made by this addendum.
Where the following terms or their pronouns occur herein, the intent and meaning shall be as follows:
COUNTY/OWNER: Alachua County Board of County Commissioners, Alachua County, Florida.
BID PRICE: The amount bid submitted on the prescribed forms by the Bidder setting forth the prices for the services to be performed.
BIDDER: Any person, vendor, firm, consultant, entity, or corporation submitting a bid for the goods and/or services contemplated herein, or a duly authorized representative.
AGREEMENT: The written agreement between the County and the awarded Bidder resulting from this solicitation, which is approved by the Board, or its designee, along with the bid submitted by the Bidder and all documents identified in this ITB document, its exhibits and any addenda and other Contract Documents.
CONTRACT DOCUMENTS: The ITB, Agreement, Specifications, Drawings, Addenda whether issued prior to opening of bids or execution of the Agreement and Modifications.
CONTRACTOR: Any person, firm, consultant, entity or corporation, with whom the County has executed an agreement for the performance of the services.
DIRECTOR: The duly authorized representative of the utilizing Alachua County Department or Office or of the Alachua County Library District
ITB: Invitation to Bid
RESPONSIBLE AGENT: The duly authorized representative of the County during the term period and the Bidder's authorized representative.
SPECIFICATIONS: The directions, provisions, and requirements contained herein, together with all written agreements made setting out or relating to the method and manner of performing the requested services, the quality of material and personnel to be furnished under the agreement. All applicable laws of the State of Florida, the Federal Government and the Rules and Regulations of the County of Alachua are hereby adopted and made part hereof as specifications.
SERVICES: To provide all management, supervision, labor, materials, supplies and equipment. To plan, schedule, coordinate and assure effective performance of all services described herein.
The Contractor shall procure and maintain for the duration of this contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the contractor/vendor, his agents, representatives, employees or subcontractors.
COMMERCIAL GENERAL LIABILITY
Coverage must be afforded under a per occurrence form policy for limits not less than $1,000,000 General Aggregate, $1,000,000 Products / Completed Operations Aggregate, $1,000,000 Personal and Advertising Injury Liability, $1,000,000 each Occurrence, $50,000 Fire Damage Liability and $5,000 Medical Expense.
AUTOMOBILE LIABILITY
Coverage must be afforded including coverage for all Owned vehicles, Hired and Non-Owned vehicles for Bodily Injury and Property Damage of not less than $1,000,000 combined single limit each accident.
WORKERS COMPENSATION AND EMPLOYER’S LIABILITY
Coverage to apply for all employees at STATUTORY Limits in compliance with applicable state and federal laws; if any operations are to be undertaken on or about navigable waters, coverage must be included for the USA Longshoremen & Harbor Workers Act.
Employer’s Liability limits for not less than $100,000 each accident; $500,000 disease policy limit and $100,000 disease each employee must be included.
BUILDER’S RISK / INSTALLATION FLOATERS (when applicable)
When this contract or agreement includes the construction of and/or the addition to a permanent structure or building; including the installation of machinery and/or equipment, the following insurance coverage must be afforded:
Coverage Form: Completed Value, All Risk in an amount equal to 100% of the value upon completion or value of equipment to be installed.
When applicable: Waiver of Occupancy Clause or Cessation of Insurance clause. Flood Insurance as available under the National Flood Insurance Program.
CYBER LIABILITY COVERAGE (when applicable)
Vendor shall procure and maintain for the life of the contract in an amount not less than $1,000,000 per loss for negligent retention of data as well as notification and related costs for actual or alleged breaches of data.
TECHNOLOGY/PROFESSIONAL LIABILITY: with limits of $1 million. Coverage is for the life of the contract and must continue for five (5) years after contract expiration. This coverage must include Cyber Liability coverage for negligent retention of data as well as notification and related costs for actual or alleged breaches of data.
EMPLOYEE FIDELITY COVERAGE (only applicable to vendors whose employees handle funds)
Employee Dishonesty coverage must be afforded for not less than $500,000 Blanket all employees ISO Form
OTHER INSURANCE PROVISIONS
The policies are to contain, or be endorsed to contain, the following provisions:
I. Commercial General Liability and Automobile Liability Coverages
A. The Alachua County Board of County Commissioners, its officials, employees and volunteers are to be covered as an Additional Insured as respects: Liability arising out of activities performed by or on behalf of the Contractor/Vendor; to include Products and/or Completed Operations of the Contractor/Vendor; Automobiles owned, leased, hired or borrowed by the Contractor.
B. The Contractor’s insurance coverage shall be considered primary insurance as respects the County, its officials, employees and volunteers. Any insurance or self-insurance maintained by the County, its officials, employees or volunteers shall be excess of Contractor/Vendor’s insurance and shall be non-contributory.
II. All Coverages
The Contractor/Vendor shall provide a Certificate of Insurance to the County with a notice of cancellation. The certificate shall indicate if cover is provided under a “claims made” or “per occurrence” form. If any cover is provided under claims made from the certificate will show a retroactive date, which should be the same date of the contract (original if contact is renewed) or prior.
SUBCONTRACTORS
The Contractor/Vendor shall be responsible for all subcontractors working on their behalf as a condition of this agreement. All subcontractors of the Contractor/Vendor shall be subject to the same coverage requirements stated herein.
CERTIFICATE HOLDER: Alachua County Board of County Commissioners
Email certificate to : Public Works - jflegert@alachuacounty.us
MAIL, EMAIL or FAX CERTIFICATES
The County must be identified as an “Additional Insured” in either the Description of Operations section or elsewhere on the Certificate. While the contract may call for elaborate “additional insured” wording a Certificate stating that: “The Alachua County Board of County Commissioners, its officials, employees and volunteers are to be covered as an Additional Insured as respects: Liability arising out of activities performed by or on behalf of the Vendor; products and completed operations of the Vendor; claims arising out of the condition of the land; or automobiles owned, leased, hired or borrowed by the Vendor.” is acceptable. It is the County itself rather than the department that must be listed as the “additional insured.”
Purpose: This work will include the hauling of roadway construction materials including but not limited to asphalt millings, limerock and borrow material from the designated work site to another location located within the County as determined by the Alachua County Public Works Department.
CONTINUING SERVICES AGREEMENT WITH
_____________________________________
FOR _______________________________________
NO. (#)
This Continuing Services Agreement (“Agreement”) is made by and between Alachua County, Florida, a political subdivision and charter county of the State of Florida, by and through its Board of County Commissioners (the “County”) and _____________________________, a (Business Entity Type) which is authorized to do business in the State of Florida (“Contractor”), who are collectively referred to as the “Parties”.
WITNESSETH:
WHEREAS, the County publicly issued a(n) (ITB, RFP, RFQ) seeking qualified firms or individuals to provide ______________________________(Description); and
WHEREAS, after evaluating and considering all timely responses to the solicitation, the County identified Contractor as top ranked entity in the solicitation process; and
WHEREAS, the Contractor is willing to provide the work and services to the County; and
WHEREAS, the County desires to engage Contractor to provide the work and services described herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt of which is acknowledged, the County and Contractor agree as follows:
1. Recitals. The foregoing recitals are incorporated herein.
2. Scope. In accordance with the terms and conditions of this Agreement, Contractor agrees to provide and perform ______________________________, as more particularly described in the Scope of Services attached hereto as Exhibit “1” and incorporated herein (“Services”) for and as needed by the County. It is understood that the Services may be modified, but to be effective and binding, any such modification must be in writing executed by both the Parties.
3. Term. This Agreement is effective on ____________________, 20___ (“effective date”) and continues until the (Date)___________, 20___, unless earlier terminated as provided herein. This Agreement may be amended at the option of the County for (#) additional (#) year term(s).
4. Qualifications. By executing this Agreement, Contractor makes the following representations to County:
A. Contractor is qualified to provide the Services and will maintain all certifications, permits and licenses necessary to provide the Services during the term of this Agreement.
B. Contractor will assure that all personnel who perform the Services, or perform any part of the Services, are competent, reliable, and experienced to perform their assigned task property and satisfactory. Contractor will perform the Services with the skill and care which would be exercised by a qualified contractor performing similar services at the time and place such services are performed. If failure to meet these standards results in a deficiency in the Services or the related tasks or designs, Contractor will, at his/her/its own cost and expense, re-do the Services to correct the deficiency, and shall be responsible for any and all consequential damages arising from the deficiency.
C. Contractor is familiar with the Services and the conditions of the site, location, project, and specifics of the Services to be provided, designed or constructed.
D. Contractor will coordinate, cooperate, and work with any other contractors, professionals, and consultants retained by the County. The Parties acknowledge that there is nothing in this Agreement that precludes County from retaining services of other contractors, professionals, and consultants for similar or same Services or from independently performing the Services provided under this Agreement on its own.
5. Authorization for Services. Authorization for performance of the Services by Contractor under this Agreement will be in the form of written Work Orders issued and executed by County and signed by Contractor. Each Work Order will describe the Services required, state the dates for commencement and completion of the Services, and state the amount and method of payment. Work Orders will be issued under and shall incorporate the terms of this Agreement. Whenever the terms of this Agreement conflict with any Work Order issued pursuant to it, the terms of this Agreement shall prevail. Changes to existing Work Orders will be authorized by a Work Order Change Order. The County makes no covenant or promise as to the amount or number of Services, work or projects to be requested of Contractor under this Agreement, or that Contractor will perform any project for the County during the term of this Agreement. The County Manager or his/her designee is authorized to initiate and sign Work Orders and Work Order Change Orders on behalf of the County.
6. Payment.
A. The County will pay Contractor for timely and completed Services as described in this Agreement. The Parties agree that the amount to be paid to Contractor for the Services required will not exceed $ ________________ annually (“NTE amount”). Projects may be executed up to the NTE amount on a “Fixed Fee Basis”, a “Time Basis” method, or a combination of these methods. In the event the performance of the Services requires a combination of both Time Basis and Fixed Fee Basis, a separate Work Order shall be completed for each type of compensation. If a Work Order is issued for a Fixed Fee Basis, then the applicable Work Order Fixed Fee Basis amount will include any reimbursable expenses. If a Work Order is issued under a Time Basis method, then Contractor shall be compensated in accordance with the Rate Schedule attached as Exhibit “2” and incorporated herein. If a Work Order is issued under a Time Basis method, then any reimbursable expenses are in addition to the hourly rates and shall be subject to the provisions contained in Exhibit “2”. Reimbursable expenses are subject to the applicable NTE amount.
B. Contractor must provide detailed supporting documentation with any Work Order.
C. As a condition precedent for any payment, Contractor must submit monthly invoices to the County requesting payment for Services properly rendered and expenses due, unless otherwise agreed in writing by the County. Contractor's invoice must describe the Services rendered, the date performed [and time expended, if billed by hour], and the person(s) rendering such Services. Contractor's invoice shall be accompanied by documentation or data in support of expenses, as the County may require. The invoice shall additionally reflect the allocations as provided and shall state the percentage of completion as to each such allocation. Each invoice shall constitute the Contractor's representation to the County that the Services indicated have reached the level stated, have served a public purpose, have been properly and timely performed, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all obligations of Contractor covered by prior invoices have been paid in full, and that the amount requested is currently due and owing. Submission of the Contractor’s invoice for final payment shall further constitute the Contractor's representation to the County that, upon receipt by the Contractor of the amount invoiced, all obligations of the Contractor to others, including its subcontractors, will be paid in full. Contractor shall submit invoices to the County at the following address, unless otherwise directed by the County:
(Department Name)
(Address)
(City, Florida, Zip Code)
D. County will make payment to Contractor of all sums properly invoiced under the provisions of this section in accordance with the provisions of the Florida Prompt Payment Act, Chapter 218, Part VII, Florida Statutes.
E. If the County has reasonable cause to suspect that any representations of Contractor relating to payment are inaccurate, the County may withhold payment of sums then or in the future otherwise due to Contractor until the inaccuracy, and the cause thereof, is corrected to the County Manager’s or his/her designee’s reasonable satisfaction.
F. The County's performance and obligation to pay under this Agreement is contingent upon a specific annual appropriation by the Alachua County Board of County Commissioners (“Board”). The Parties hereto understand that this Agreement is not a commitment of future appropriations. Continuation of this Agreement beyond the term or the end of any County fiscal year shall be subject to both the appropriation and the availability of funds in accordance with Chapter 129, Florida Statutes; and that the failure of the Board to do so shall not constitute a breach or default of this Agreement.
G. In the event any part of this Agreement or the Services, is to be funded by Federal, State, or other local agency monies, Contractor hereby agrees to cooperate with the County in order to assure compliance with all requirements of the funding entity applicable to the use of the monies, including providing access to and the right to examine relevant documents related to the Service and as specifically required by the Federal or State granting agency, and receiving no payment until all required forms are completed and submitted.
7. Insurance. Contractor will procure and maintain insurance throughout the entire term of this Agreement, including any renewals, of the types and in the minimum amounts detailed in Exhibit “3” attached hereto and incorporated herein. A copy of a current Certificate of Insurance (COI) showing coverage of the type and in the amounts required is attached hereto as Exhibit “3-A”.
8. County Property. Contractor shall be responsible for clean-up and the removal of surplus materials and debris on the Service/work site. Contractor agrees to promptly, without delay, notify the County either in phone, email, or orally of any hazardous, dangerous, unsafe, or destructive conditions, trespassers, vandalism or damages that the Contractor or its employees, subcontractors, or agents notices or is made aware of on County property, including inside any County owned or used facility. Contractor shall be responsible for initiating, erecting, and maintaining safety precautions, programs and materials in connection with the Services on County Property, including any industry, federal, state or local standards and requirements, so as to prevent damages, injury or loss to persons and property. Should an employee or agent of the Contractor suffer injury or damage to its/his/her person or property, the Contractor shall notify the County within a reasonable time of the occurrence. The costs of any clean-up, spillage, and fines levied for failure to comply with these requirements will be borne solely by Contractor.
9. Deliverables. All project deliverables and documents are the sole property of County and may be used by County for any purpose. Any and all deliverables required by this Agreement to be prepared by Contractor, such as but not limited to plans and specifications, will be done in such a manner that they shall be accurate, coordinated and adequate for the purposes intended. Contractor represents that the deliverables prepared under this Agreement will meet the requirements of all applicable federal, state and local codes, laws, rules and regulations. The County’s review of the deliverables in no way diminishes the Contractor’s representations pertaining to the deliverables.
10. Permits. Contractor will obtain and pay for all necessary permits, permit application fees, licenses or any fees required for performing the Services.
11. Alachua County Minimum Wage. If, as determined by County, the Services to be performed pursuant to this Agreement are ‘Covered Services’, as defined under the Alachua County Government Minimum Wage Ordinance (“Wage Ordinance”), then during the term of this Agreement and any renewals, Contractor shall pay its ‘Covered Employees’, as defined in the Wage Ordinance, no less than the Alachua County Government Minimum Wage (“Minimum Wage”), as may be amended by the County. Contractor will require the same of its subcontractors and subconsultants who provide the Services. If applicable to the Services, Contractor will certify this understanding, obligation, and commitment to County through a certification, a copy of which is attached hereto as Exhibit “4”. Contractor will (a) post a copy of the Minimum Wage Rate in a prominent place of its principal place of business where it is easily seen by Covered Employees; (b) supply a copy to any Covered Employee upon request; (c) make any person submitting a bid for a subcontract for Covered Services aware of these requirements; and (d) include the necessary provisions in subcontracts to ensure compliance. The County shall not be deemed a necessary, or indispensable, party in any litigation between Contractor and subcontractor. At this time of execution of this Agreement, the prevailing Minimum Wage is as follows, which is subject to change during the term of this Agreement, and will be updated, and be applicable, without the necessary of amendment to this Agreement:
$18.00 per hour with qualifying health benefits amounting to at least $2.00 per hour
$20.00 per hour without health benefits
If applicable to the Services under this Agreement and to Contractor, the failure to comply with the provisions of the Wage Ordinance will be deemed a breach this Agreement and County is authorized to withhold payment of funds in accordance with Alachua County Code and Chapter 218, Florida Statutes.
12. Default and Termination.
A. Termination for Default: The failure of Contractor to comply with any provision of this Agreement will place Contractor in default. If Contractor is in default or fails to perform in accordance with the terms or conditions of this Agreement, the County may provide a written notice of default. The County Manager and his/her designee is authorized to provide notice of default on behalf of County and notice may be sent electronically. If the default is not corrected within the allotted time as specifically provided in the notice of default, the County Manager is authorized to provide Contractor with written notice of termination of this Agreement on behalf of County. The effective date of termination of this Agreement will be the date specified in the notice of termination or, if no date is specified in the notice, then the effective date of termination will be the date that the notice of termination is received by the Contractor.
B. Termination for Convenience: County may terminate the Agreement without cause by providing written notice of termination for convenience to the Contractor. County Manager and his/her designee is authorized to provide notice of termination on behalf of the County. Notice may be electronically given. Upon such notice, Contractor will immediately discontinue all Services for the County currently or to be provided to the County, unless the notice from the County directs otherwise. The effective date of termination of this Agreement will be the date specified in the notice of termination or, if no date is specified in the notice, then the effective date of termination will be the date that the notice of termination is received by Contractor.
C. Termination for Unavailability of Funding: If funds to finance this Agreement become unavailable, as determined by the County, County may terminate this Agreement upon written notice to Contractor. County Manager and his/her designee is authorized to provide notice of termination on behalf of the County. Notice may be electronically given. The effective date of termination of this Agreement will be the date specified in the notice of termination or, if no date is specified in the notice, then the effective date of termination will be the date that the notice of termination is received by the Contractor.
D. Upon termination of this Agreement based upon the above, the County may obtain the Services from any other sources, firms, and individuals, and may use any method deemed in the County’s best interest. Upon termination, Contractor will deliver to County all data, drawings, specifications, reports, estimates, summaries, and other records as may have been accumulated by Contractor in performing this Agreement, whether completed or in draft. In the event of termination, Contractor’s recovery against County shall be limited to that portion of this Agreement amount earned through the date of termination. Contractor shall not be entitled to any other or further recovery against County, including, but not limited to, damages, consequential or special damages, or any anticipated fees or profit on portions of the Services not performed.
13. Indemnification. CONTRACTOR HEREBY WAIVES AND RELEASES, AND AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS ALACHUA COUNTY AND ITS BOARD OF COUNTY COMMISSIONERS, OFFICERS, EMPLOYEES, VOLUNTEERS, AND ATTORNEYS (COLLECTIVELY “ALACHUA COUNTY”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PENALTIES, EXPENSES, AND CAUSES OF ACTION OF ANY AND EVERY DESCRIPTION, AND DAMAGES, INCLUDING ATTORNEYS’ FEES AND COSTS, BROUGHT AGAINST ALACHUA COUNTY RESULTING FROM ANY ACCIDENT, INCIDENT OR OCCURRENCE ARISING OUT OF OR IN CONNECTION WITH AN ACT, ERROR OR OMISSION OF CONTRACTOR OR CONTRACTOR’S EMPLOYEES, OFFICERS, AGENTS, ASSIGNS OR SUBCONTRACTORS IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES SET FORTH IN THIS AGREEMENT, INCLUDING ATTACHED EXHIBITS, OR FROM CONTRACTOR’S ENTRY ONTO ALACHUA COUNTY’S PROPERTY AND ANY AND ALL IMPROVEMENTS THEREON. This obligation shall in no way be limited in any nature by any limitation on the amount or type of Contractor’s insurance coverage. In the event the County is alleged to be liable on account of alleged acts or omissions, or both, of Contractor or Contractor’s employees, representatives or agents, then Contractor will investigate, respond to and provide a defense for any allegations and claims, at Contractor’s sole costs and expense. Furthermore, Contractor will pay all costs, fees and other expenses of any defense, including but not limited to, all attorneys' fees, court costs and expert witness fees and expenses. Contractor and County will jointly cooperate with each other in the event of any litigation, including any request for documentation. This indemnification provision will survive the termination of this Agreement. Nothing contained herein shall constitute a waiver by the County of sovereign immunity or the provisions or limitation of liability of §768.28, Florida Statutes, as may be amended.
14. Notice. Except as otherwise provided in this Agreement, any notice from either Party to the other Party must be in writing and delivered by hand delivery with receipt or sent by certified mail, return receipt requested, to the addresses below. All notices will be deemed delivered five (5) business days after mailing. Each Party may change its mailing address by giving the other Party, written notice of election to change the address.
To Contractor:
To County:
cc: With a copy electronically sent to:
Alachua County Procurement, Attn: Contracts
acpur@alachuacounty.us
Clerk of Court, Attn Finance & Accounting
15. Standard Clauses.
A. Public Records. In accordance with §119.0701, Florida Statutes, Contractor, when acting on behalf of the County, shall, as required by Florida law:
1. Keep and maintain public records required by the County to perform the Services.
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 Florida law 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 term of this Agreement and following completion of the Agreement if Contractor does not transfer the records to the County.
4. Upon completion of the Agreement, transfer, at no cost, to the County all public records in possession of Contractor or keep and maintain public records required by the County to perform the Services. If Contractor transfers all public records to the County upon completion of the Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of the Agreement, 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 County’s information technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE COUNTY’S PUBLIC RECORDS CUSTODIAN AT publicrecordsrequest@alachuacounty.us OR (352) 264-6906 OR 12 SE 1ST STREET, GAINESVILLE, FL 32601.
If Contractor fails to comply with this section, Contractor will be deemed in default under this Agreement. The County may enforce as set forth in §119.0701, Florida Statutes. Contractor who fails to provide the public records in response to a request within a reasonable time may be subject to penalties imposed under §119.10, Florida Statute, and costs of enforcement, including fees, under §119.0701 and §119.12, Florida Statutes.
Contractor will take reasonable measures to protect, secure and maintain any data held by Contractor in an electronic form that is or contains exempt, confidential, personal information or protected information, as defined by Florida or federal law, related to or in connection with performance of the Services. If Contractor suspects or becomes aware of a security breach or unauthorized access to such data by a third party, Contractor shall immediately notify the County in writing and will work, at Contractor’s expense, to prevent or stop the data breach.
B. Confidential Information. During the term of this Agreement, Contractor may claim that some of Contractor’s information, including, but not limited to, software documentation, manuals, written methodologies and processes, pricing, discounts, or other considerations (hereafter collectively referred to as “Confidential Information”), is, or has been treated as confidential and proprietary by Contractor in accordance with §812.081, Florida Statutes, or other law, and is exempt from disclosure under the Florida’s public record laws. Contractor shall clearly identify and mark Confidential Information as “Confidential Information” or “CI” and the County shall use reasonable efforts to maintain the confidentiality of the Confidential Information that is clearly identified by Contractor. County will promptly notify Contractor in writing if the County receives a request for disclosure of Contractor’s Confidential Information. Contractor may assert any exemption from disclosure available under applicable law or seek a protective order against disclosure from a court of competent jurisdiction. Contractor shall protect, defend, indemnify, and hold harmless Alachua County and its commissioners, officers and employees from and against any claims, actions and judgments arising out of a request for disclosure of Confidential Information or relating to violation or infringement of trademark, copyright patent, trade secret or intellectual property right; however, the foregoing obligation shall not apply to County's misuse or modification of Contractor’s Confidential Information in a manner not contemplated by this Agreement. Contractor shall investigate, handle, respond to, and defend, at Contractor’s sole cost and expense, any such claim, even if any such claim is groundless, false, or fraudulent. Contractor shall pay for all costs and expenses related to such claim, including, but not limited to, payment of attorneys’ fees, costs and expenses. If Contractor is not reasonably able to modify or otherwise secure for the County the right to continue using the good or product, Contractor shall remove the product and refund the County the amounts paid in excess of a reasonable rental for past use. Upon completion of this Agreement, the provisions of this paragraph shall continue to survive. Contractor releases the County from claims or damages related to disclosure by the County.
C. Auditing Rights and Information. County reserves the right to require the Contractor to submit to an audit, by any auditor of the County’s choosing. Contractor shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. Contractor shall retain all records pertaining to this Agreement and upon request make them available to County for three (3) complete calendar years following expiration or termination of the Agreement. Contractor agrees to provide such assistance as may be necessary to facilitate the review or audit by the County to ensure compliance with applicable accounting and financial standards. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the Contractor to the County, Contractor shall pay to County the Overcharged Amount which is defined as the total aggregate overcharged amount together with interest thereon (such interest to be established at the rate of 12% annum). Any adjustments or payments which must be made as a result of any such audit or inspection of the Contractor’s invoices or records must be made. If the Overcharged Amount is equal to or greater than $50,000.00, Contractor shall pay to County the Overcharged Amount and the Audit Amount which is defined as the total aggregate of County’s reasonable audit costs incurred as a result of its audit of Contractor. County may recover the Overcharged Amount and the Audit Amount, as applicable, from any amount due or owing to Contractor whether under this Agreement and any other agreement between Contractor and County. If such amounts owed to Contractor are insufficient to cover the Overcharged Amount and Audit Amount, as applicable, then Contractor hereby shall pay such remaining amounts to County. Payment is due within a reasonable amount of time, but in no event may the time exceed sixty (60) calendar days, from presentation of the County’s audit findings to Contractor. In no event shall the Overcharged Amount or the Audit Amount be deemed a reimbursable cost of the work or Services. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the Contractor in performance of the Services under this Agreement. The access, inspection, copying and auditing rights shall survive the termination of this Agreement.
D. Laws & Regulations. Contractor will comply with all federal, state, and local laws, ordinances, regulations, rules and code requirements applicable to the work required by this Agreement. Contractor is presumed to be familiar with all laws, ordinances, regulations, and rules that may in any way affect the work outlined in this Agreement. If Contractor is not familiar with laws, ordinances, rules and regulations, Contractor remains liable for any violation and all subsequent damages, penalties, or fines.
E. Governing Law and Venue. The laws of the State of Florida shall govern this Agreement and the duties and obligations stated within this Agreement. Sole and exclusive venue for all actions arising under this Agreement shall be in a court of competent jurisdiction in and for Alachua County, Florida.
F. Amendment and Assignment. The Parties may only modify or amend this Agreement by a mutual written agreement of the Parties. Neither Party will assign or transfer any interest in this Agreement without prior written consent of the other Party. The County and Contractor each bind the other and their respective successors and assigns in all respects to all of the terms, conditions, covenants, and provisions of this Agreement.
G. Additional Services. Additional services not specifically identified in this Agreement may be added to the Agreement upon execution of a written amendment by the Parties.
H. Third Party Beneficiaries. This Agreement does not create any relationship with, or any rights in favor of, any third party.
I. Independent Contractor. In the performance of this Agreement, Contractor is acting in the capacity of an independent contractor and not as an agent, employee, partner, joint venturer, or associate of the County. Contractor is solely responsible for the means, method, technique, sequence, and procedure utilized by Contractor in the full performance of the Services referenced in this Agreement.
J. E-Verify. Contractor shall utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Agreement. Contractor shall expressly require any subcontractors performing work or providing Services under this Agreement to utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the term of this Agreement. The E-Verify system is located at https://www.uscis.gov/E-Verify
K. Conflict of Interest. Contractor warrants that neither Contractor nor any of Contractor’s employees have any financial or personal interest that conflicts with the execution of this Agreement. The Contractor shall notify County of any conflict of interest due to any other clients, contracts, or property interests.
L. Prohibition Against Contingent Fees. As required by §287.055(6), Florida Statutes, the Contractor warrants that he or she has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Contractor any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. If Contractor breaches this provision, the County has the right to termination this Agreement without liability, and at the County’s discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration.
M. Force Majeure. The Parties will exercise every reasonable effort to meet their respective duties under this Agreement but will not be liable for delays resulting from force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government laws or regulation, acts of nature, fires, strikes, national disasters, wars, riots, transportation problems and any other cause whatsoever beyond the reasonable control of the Parties. Any such cause will reasonably extend the performance of the delayed duty to the extent of the delay so incurred and so agreed by the Parties.
N. Public Entity Crimes. A person or affiliate who has been placed on the convicted vendor list following a conviction of a public entity crime may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity in excess of the threshold amount provided in Florida Statutes, Section 287.017 for Category Two for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.
O. Collusion. By signing this Agreement, Contractor declares that this Agreement is made without any previous understanding, agreement, or connections with any persons, contractors or corporations and that this Agreement is fair, and made in good faith without any outside control, collusion, or fraud.
P. Counterparts. This Agreement may be executed in any number of and by the different Parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. Receipt via email with pdf attachment by a party or its designated legal counsel of an executed counterpart of this Amendment shall constitute valid and sufficient delivery in order to complete execution and delivery of this Amendment and bind the Parties to the terms hereof.
Q. Severability and Ambiguity. It is understood and agreed by the Parties that if any of the provisions of the Agreement shall contravene or be invalid under the laws of the State of Florida, such contravention or invalidity shall not invalidate the entire Agreement, but it shall be construed as if not containing the particular provision(s) held to be invalid, and the rights and obligations of the Parties shall be construed and enforced accordingly. This Agreement shall not be construed more strictly against one Party than against the other Party, merely due to fact that it may have been prepared by one of the Parties. Each Party represents and agrees that it has had the opportunity to seek the advice of appropriate professionals, including legal counsel, in the review and execution of this Agreement.
R. Electronic Signatures. The Parties agree that an electronic version of this Agreement shall have the same legal effect and enforceability as a paper version. The Parties further agree that this Agreement, regardless of whether in electronic or paper form, may be executed by use of electronic signatures. Electronic signatures shall have the same legal effect and enforceability as manually written signatures. Delivery of this Agreement or any other document contemplated hereby bearing a manually written or electronic signature, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
S. Entire Agreement. This Agreement constitutes the entire Agreement and supersedes all prior written or oral agreements, understandings, or representations of the Parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the respective dates under each signature: Alachua County, Florida, through its representative who is authorized to sign, and by Contractor, through its duly authorized representative.
CONTRACTOR
By:
Print:
Title:
Date: _______________________________
IF THE CONTRACTOR IS NOT A NATURAL PERSON, PLEASE PROVIDE A CERTIFICATE OF INCUMBENCY AND AUTHORITY, OR A CORPORATE RESOLUTION, LISTING THOSE AUTHORIZED TO EXECUTE CONTRACTS ON BEHALF OF YOUR ORGANIZATION. IF ARE A NATURAL PERSON, THEN YOUR SIGNATURE MUST BE NOTARIZED.
ALACHUA COUNTY, FLORIDA
By:
___________________________, Chair
Board of County Commissioners
Date: __________________________
IF CONTRACT IS LESS THAN $50,000 CAN BE SIGNED BY COUNTY MANAGER IF SIGNED BY COUNTY MANAGER CLERK DOES NOT ATTEST AND SIGNATURE BLOCK IS REMOVED
ATTEST Approved as to form:
J.K. “Jess” Irby, Esq., Clerk Alachua County Attorney's Office
(SEAL)
{Exhibits to be attached}
Due care and diligence have been used in preparing the Specifications, The County does not guarantee that the conditions described within the Specifications are the conditions that will be found in the field when the actual Services are commenced. The County shall not be responsible for any error or omission in the Specifications, nor for the failure on the part of the Bidders to determine the full extent of the request. It is the sole responsibility of the Bidder to ensure that they have all information necessary for the submittal of bids.
AGREEMENT BETWEEN ALACHUA COUNTY &
_____________________________________
FOR _______________________________________
NO. (#)
This Agreement (“Agreement”) is made by and between Alachua County, Florida, a political subdivision and charter county of the State of Florida, by and through its Board of County Commissioners (the “County”) and _____________________________, a (Business Entity Type) which is authorized to do business in the State of Florida (“Contractor”), who are collectively referred to as the “Parties”.
WITNESSETH:
WHEREAS, the County publicly issued a(n) (ITB, RFP, RFQ) seeking qualified firms or individuals to provide ______________________________(Description); and
WHEREAS, after evaluating and considering all timely responses to the solicitation, the County identified Contractor as top ranked entity in the solicitation process; and
WHEREAS, the Contractor is willing to provide work and services to the County; and
WHEREAS, the County desires to engage Contractor to provide the work and services described herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt of which is acknowledged, the County and Contractor agree as follows:
1. Recitals. The foregoing recitals are incorporated herein.
2. Scope of Services/Work. In accordance with the terms and conditions of this Agreement, Contractor agrees to provide and perform ______________________________, as more particularly described in the Scope of Services/Work attached hereto as Exhibit “1” and incorporated herein (“Services”) for and as needed by the County. It is understood that the Services may be modified, but to be effective and binding, any such modification must be in writing executed by both the Parties.
3. Term. This Agreement is effective on ____________________, 20___ (“effective date”) and continues until the (Date)___________, 20___, unless earlier terminated as provided herein. This Agreement may be amended at the option of the County for (#) additional (#) year term(s) at the same terms and conditions outlined herein.
4. Qualifications. By executing this Agreement, Contractor makes the following representations to County:
A. Contractor is qualified to provide the Services and will maintain all certifications, permits and licenses necessary to provide the Services during the term of this Agreement.
B. Contractor will assure that all personnel who perform the Services, or perform any part of the Services, are competent, reliable, and experienced to perform their assigned task property and satisfactory. Contractor will perform the Services with the skill and care which would be exercised by a qualified contractor performing similar services at the time and place such services are performed. If failure to meet these standards results in a deficiency in the Services or the related tasks or designs, Contractor will, at his/her/its own cost and expense, re-do the Services to correct the deficiency, and shall be responsible for any and all consequential damages arising from the deficiency.
C. Contractor is familiar with the Services and the conditions of the site, location, project, and specifics of the Services to be provided, designed or constructed.
D. Contractor will coordinate, cooperate, and work with any other contractors, professionals, and consultants retained by the County. The Parties acknowledge that there is nothing in this Agreement that precludes County from retaining services of other contractors, professionals, and consultants for similar or same Services or from independently performing the Services provided under this Agreement on its own.
5. Payment.
A. The County will pay Contractor for timely and completed Services as described in this Agreement. The Parties agree that the amount to be paid to Contractor for the Services will not exceed $ ________________ annually (“NTE amount”). Payment will be in accordance with the Rate Schedule attached as Exhibit “2” and incorporated herein.
B. As a condition precedent for any payment, Contractor must submit monthly invoices to the County requesting payment for Services properly rendered and expenses due, unless otherwise agreed in writing by the County. Contractor's invoice must describe the Service rendered, the date performed [and time expended, if billed by hour], and the person(s) rendering such Services. Contractor's invoice shall be accompanied by documentation or data in support of expenses, as the County may require. The invoice shall additionally reflect the allocations as provided and shall state the percentage of completion as to each such allocation. Each invoice shall constitute the Contractor's representation to the County that the Services indicated have reached the level stated, have served a public purpose, have been properly and timely performed, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all obligations of Contractor covered by prior invoices have been paid in full, and that the amount requested is currently due and owing. Submission of the Contractor’s invoice for final payment shall further constitute the Contractor's representation to the County that, upon receipt by the Contractor of the amount invoiced, all obligations of the Contractor to others, including its subcontractors, will be paid in full. Contractor shall submit invoices to the County at the following address, unless otherwise directed by the County:
(Department Name)
(Address)
(City, Florida, Zip Code)
C. County will make payment to Contractor of all sums properly invoiced under the provisions of this section in accordance with the provisions of the Florida Prompt Payment Act, Chapter 218, Part VII, Florida Statutes.
D. If the County has reasonable cause to suspect that any representations of Contractor relating to payment are inaccurate, the County may withhold payment of sums then or in the future otherwise due to Contractor until the inaccuracy, and the cause thereof, is corrected to the County Manager’s or his/her designee’s reasonable satisfaction.
E. The County's performance and obligation to pay under this Agreement is contingent upon a specific annual appropriation by the Alachua County Board of County Commissioners (“Board”). The Parties hereto understand that this Agreement is not a commitment of future appropriations. Continuation of this Agreement beyond the term or the end of any County fiscal year shall be subject to both the appropriation and the availability of funds in accordance with Chapter 129, Florida Statutes; and that the failure of the Board to do so shall not constitute a breach or default of this Agreement.
F. In the event any part of this Agreement or the Services, is to be funded by Federal, State, or other local agency monies, Contractor hereby agrees to cooperate with the County in order to assure compliance with all requirements of the funding entity applicable to the use of the monies, including providing access to and the right to examine relevant documents related to the Service and as specifically required by the Federal or State granting agency, and receiving no payment until all required forms are completed and submitted.
7. Insurance. Contractor will procure and maintain insurance throughout the entire term of this Agreement, including any renewals, of the types and in the minimum amounts detailed in Exhibit “3” attached hereto and incorporated herein. A copy of a current Certificate of Insurance (COI) showing coverage of the type and in the amounts required is attached hereto as Exhibit “3-A”.
8. County Property. Contractor shall be responsible for clean-up and the removal of surplus materials and debris on the Service/work site. Contractor agrees to promptly, without delay, notify the County either in phone, email, or orally of any hazardous, dangerous, unsafe, or destructive conditions, trespassers, vandalism or damages that the Contractor or its employees, subcontractors, or agents notices or is made aware of on County property, including inside any County owned or used facility. Contractor shall be responsible for initiating, erecting, and maintaining safety precautions, programs and materials in connection with the Services on County Property, including any industry, federal, state or local standards and requirements, so as to prevent damages, injury or loss to persons and property. Should an employee or agent of the Contractor suffer injury or damage to its/his/her person or property, the Contractor shall notify the County within a reasonable time of the occurrence. The costs of any clean-up, spillage, and fines levied for failure to comply with these requirements will be borne solely by Contractor.
9. Deliverables. All project deliverables and documents are the sole property of County and may be used by County for any purpose. Any and all deliverables required by this Agreement to be prepared by Contractor, such as but not limited to plans and specifications, will be done in such a manner that they shall be accurate, coordinated and adequate for the purposes intended. Contractor represents that the deliverables prepared under this Agreement will meet the requirements of all applicable federal, state and local codes, laws, rules and regulations. The County’s review of the deliverables in no way diminishes the Contractor’s representations pertaining to the deliverables.
10. Permits. Contractor will obtain and pay for all necessary permits, permit application fees, licenses or any fees required for performing the Services.
11. Alachua County Minimum Wage. If, as determined by County, the Services to be performed pursuant to this Agreement are ‘Covered Services’, as defined under the Alachua County Government Minimum Wage Ordinance (“Wage Ordinance”), then during the term of this Agreement and any renewals, Contractor shall pay its ‘Covered Employees’, as defined in the Wage Ordinance, no less than the Alachua County Government Minimum Wage (“Minimum Wage”), as may be amended by the County. Contractor will require the same of its subcontractors and subconsultants who provide the Services. If applicable to the Services, Contractor will certify this understanding, obligation, and commitment to County through a certification, a copy of which is attached hereto as Exhibit “4”. Contractor will (a) post a copy of the Minimum Wage Rate in a prominent place of its principal place of business where it is easily seen by Covered Employees; (b) supply a copy to any Covered Employee upon request; (c) make any person submitting a bid for a subcontract for Covered Services aware of these requirements; and (d) include the necessary provisions in subcontracts to ensure compliance. The County shall not be deemed a necessary, or indispensable, party in any litigation between Contractor and subcontractor. At this time of execution of this Agreement, the prevailing Minimum Wage is as follows, which is subject to change during the term of this Agreement, and will be updated, and be applicable, without the necessary of amendment to this Agreement:
$18.00 per hour with qualifying health benefits amounting to at least $2.00 per hour
$ 20.00 per hour without health benefits
If applicable to the Services under this Agreement and to Contractor, the failure to comply with the provisions of the Wage Ordinance will be deemed a breach this Agreement and County is authorized to withhold payment of funds in accordance with Alachua County Code and Chapter 218, Florida Statutes.
12. Default and Termination.
A. Termination for Default: The failure of Contractor to comply with any provision of this Agreement will place Contractor in default. If Contractor is in default or fails to perform in accordance with the terms or conditions of this Agreement, the County may provide a written notice of default. The County Manager and his/her designee is authorized to provide notice of default on behalf of County and notice may be sent electronically. If the default is not corrected within the allotted time as specifically provided in the notice of default, the County Manager is authorized to provide Contractor with written notice of termination of this Agreement on behalf of County. The effective date of termination of this Agreement will be the date specified in the notice of termination or, if no date is specified in the notice, then the effective date of termination will be the date that the notice of termination is received by the Contractor.
B. Termination for Convenience: County may terminate the Agreement without cause by providing written notice of termination for convenience to the Contractor. County Manager and his/her designee is authorized to provide notice of termination on behalf of the County. Notice may be electronically given. Upon such notice, Contractor will immediately discontinue all Services for the County currently or to be provided to the County, unless the notice from the County directs otherwise. The effective date of termination of this Agreement will be the date specified in the notice of termination or, if no date is specified in the notice, then the effective date of termination will be the date that the notice of termination is received by Contractor.
C. Termination for Unavailability of Funding: If funds to finance this Agreement become unavailable, as determined by the County, County may terminate this Agreement upon written notice to Contractor. County Manager and his/her designee is authorized to provide notice of termination on behalf of the County. Notice may be electronically given. The effective date of termination of this Agreement will be the date specified in the notice of termination or, if no date is specified in the notice, then the effective date of termination will be the date that the notice of termination is received by the Contractor.
D. Upon termination of this Agreement based upon the above, the County may obtain the Services from any other sources, firms, and individuals, and may use any method deemed in the County’s best interest. Upon termination, Contractor will deliver to County all data, drawings, specifications, reports, estimates, summaries, and other records as may have been accumulated by Contractor in performing this Agreement, whether completed or in draft. In the event of termination, Contractor’s recovery against County shall be limited to that portion of this Agreement amount earned through the date of termination. Contractor shall not be entitled to any other or further recovery against County, including, but not limited to, damages, consequential or special damages, or any anticipated fees or profit on portions of the Services not performed.
13. Indemnification. CONTRACTOR HEREBY WAIVES AND RELEASES, AND AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS ALACHUA COUNTY AND ITS BOARD OF COUNTY COMMISSIONERS, OFFICERS, EMPLOYEES, VOLUNTEERS, AND ATTORNEYS (COLLECTIVELY “ALACHUA COUNTY”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PENALTIES, EXPENSES, AND CAUSES OF ACTION OF ANY AND EVERY DESCRIPTION, AND DAMAGES, INCLUDING ATTORNEYS’ FEES AND COSTS, BROUGHT AGAINST ALACHUA COUNTY RESULTING FROM ANY ACCIDENT, INCIDENT OR OCCURRENCE ARISING OUT OF OR IN CONNECTION WITH AN ACT, ERROR OR OMISSION OF CONTRACTOR OR CONTRACTOR’S EMPLOYEES, OFFICERS, AGENTS, ASSIGNS OR SUBCONTRACTORS IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES SET FORTH IN THIS AGREEMENT, INCLUDING ATTACHED EXHIBITS, OR FROM CONTRACTOR’S ENTRY ONTO ALACHUA COUNTY’S PROPERTY AND ANY AND ALL IMPROVEMENTS THEREON. This obligation shall in no way be limited in any nature by any limitation on the amount or type of Contractor’s insurance coverage. In the event the County is alleged to be liable on account of alleged acts or omissions, or both, of Contractor or Contractor’s employees, representatives or agents, then Contractor will investigate, respond to and provide a defense for any allegations and claims, at Contractor’s sole costs and expense. Furthermore, Contractor will pay all costs, fees and other expenses of any defense, including but not limited to, all attorneys' fees, court costs and expert witness fees and expenses. Contractor and County will jointly cooperate with each other in the event of any litigation, including any request for documentation. This indemnification provision will survive the termination of this Agreement. Nothing contained herein shall constitute a waiver by the County of sovereign immunity or the provisions or limitation of liability of §768.28, Florida Statutes, as may be amended.
14. Notice. Except as otherwise provided in this Agreement, any notice from either Party to the other Party must be in writing and delivered by hand delivery with receipt or sent by certified mail, return receipt requested, to the addresses below. All notices will be deemed delivered five (5) business days after mailing. Each Party may change its mailing address by giving the other Party, written notice of election to change the address.
To Contractor:
To County:
cc: With a copy electronically sent to:
Alachua County Procurement, Attn: Contracts
acpur@alachuacounty.us
Clerk of Court, Attn Finance & Accounting
dmw@alachuaclerk.org
15. Standard Clauses.
A. Public Records. In accordance with §119.0701, Florida Statutes, Contractor, when acting on behalf of the County, shall, as required by Florida law:
1. Keep and maintain public records required by the County to perform the Services.
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 Florida law 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 term of this Agreement and following completion of the Agreement if Contractor does not transfer the records to the County.
4. Upon completion of the Agreement, transfer, at no cost, to the County all public records in possession of Contractor or keep and maintain public records required by the County to perform the Services. If Contractor transfers all public records to the County upon completion of the Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of the Agreement, 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 County’s information technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE COUNTY’S PUBLIC RECORDS CUSTODIAN AT publicrecordsrequest@alachuacounty.us OR (352) 264-6906 OR 12 SE 1ST STREET, GAINESVILLE, FL 32601.
If Contractor fails to comply with this section, Contractor will be deemed in default under this Agreement. The County may enforce as set forth in §119.0701, Florida Statutes. Contractor who fails to provide the public records in response to a request within a reasonable time may be subject to penalties imposed under §119.10, Florida Statute, and costs of enforcement, including fees, under §119.0701 and §119.12, Florida Statutes.
Contractor will take reasonable measures to protect, secure and maintain any data held by Contractor in an electronic form that is or contains exempt, confidential, personal information or protected information, as defined by Florida or federal law, related to or in connection with performance of the Services. If Contractor suspects or becomes aware of a security breach or unauthorized access to such data by a third party, Contractor shall immediately notify the County in writing and will work, at Contractor’s expense, to prevent or stop the data breach.
B. Confidential Information. During the term of this Agreement, Contractor may claim that some of Contractor’s information, including, but not limited to, software documentation, manuals, written methodologies and processes, pricing, discounts, or other considerations (hereafter collectively referred to as “Confidential Information”), is, or has been treated as confidential and proprietary by Contractor in accordance with §812.081, Florida Statutes, or other law, and is exempt from disclosure under the Florida’s public record laws. Contractor shall clearly identify and mark Confidential Information as “Confidential Information” or “CI” and the County shall use reasonable efforts to maintain the confidentiality of the Confidential Information that is clearly identified by Contractor. County will promptly notify Contractor in writing if the County receives a request for disclosure of Contractor’s Confidential Information. Contractor may assert any exemption from disclosure available under applicable law or seek a protective order against disclosure from a court of competent jurisdiction. Contractor shall protect, defend, indemnify, and hold harmless Alachua County and its commissioners, officers and employees from and against any claims, actions and judgments arising out of a request for disclosure of Confidential Information or relating to violation or infringement of trademark, copyright patent, trade secret or intellectual property right; however, the foregoing obligation shall not apply to County's misuse or modification of Contractor’s Confidential Information in a manner not contemplated by this Agreement. Contractor shall investigate, handle, respond to, and defend, at Contractor’s sole cost and expense, any such claim, even if any such claim is groundless, false, or fraudulent. Contractor shall pay for all costs and expenses related to such claim, including, but not limited to, payment of attorneys’ fees, costs and expenses. If Contractor is not reasonably able to modify or otherwise secure for the County the right to continue using the good or product, Contractor shall remove the product and refund the County the amounts paid in excess of a reasonable rental for past use. Upon completion of this Agreement, the provisions of this paragraph shall continue to survive. Contractor releases the County from claims or damages related to disclosure by the County.
C. Auditing Rights and Information. County reserves the right to require the Contractor to submit to an audit, by any auditor of the County’s choosing. Contractor shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. Contractor shall retain all records pertaining to this Agreement and upon request make them available to County for three (3) complete calendar years following expiration or termination of the Agreement. Contractor agrees to provide such assistance as may be necessary to facilitate the review or audit by the County to ensure compliance with applicable accounting and financial standards. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the Contractor to the County, Contractor shall pay to County the Overcharged Amount which is defined as the total aggregate overcharged amount together with interest thereon (such interest to be established at the rate of 12% annum). Any adjustments or payments which must be made as a result of any such audit or inspection of the Contractor’s invoices or records must be made. If the Overcharged Amount is equal to or greater than $50,000.00, Contractor shall pay to County the Overcharged Amount and the Audit Amount which is defined as the total aggregate of County’s reasonable audit costs incurred as a result of its audit of Contractor. County may recover the Overcharged Amount and the Audit Amount, as applicable, from any amount due or owing to Contractor whether under this Agreement and any other agreement between Contractor and County. If such amounts owed to Contractor are insufficient to cover the Overcharged Amount and Audit Amount, as applicable, then Contractor hereby shall pay such remaining amounts to County. Payment is due within a reasonable amount of time, but in no event may the time exceed sixty (60) calendar days, from presentation of the County’s audit findings to Contractor. In no event shall the Overcharged Amount or the Audit Amount be deemed a reimbursable cost of the work or Services. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the Contractor in performance of the Services under this Agreement. The access, inspection, copying and auditing rights shall survive the termination of this Agreement.
D. Laws & Regulations. Contractor will comply with all federal, state, and local laws, ordinances, regulations, rules and code requirements applicable to the work required by this Agreement. Contractor is presumed to be familiar with all laws, ordinances, regulations, and rules that may in any way affect the work outlined in this Agreement. If Contractor is not familiar with laws, ordinances, rules and regulations, Contractor remains liable for any violation and all subsequent damages, penalties, or fines.
E. Governing Law and Venue. The laws of the State of Florida shall govern this Agreement and the duties and obligations stated within this Agreement. Sole and exclusive venue for all actions arising under this Agreement shall be in a court of competent jurisdiction in and for Alachua County, Florida.
F. Amendment and Assignment. The Parties may only modify or amend this Agreement by a mutual written agreement of the Parties. Neither Party will assign or transfer any interest in this Agreement without prior written consent of the other Party. The County and Contractor each bind the other and their respective successors and assigns in all respects to all of the terms, conditions, covenants, and provisions of this Agreement.
G. Additional Services. Additional services not specifically identified in this Agreement may be added to the Agreement upon execution of a written amendment by the Parties.
H. Third Party Beneficiaries. This Agreement does not create any relationship with, or any rights in favor of, any third party.
I. Independent Contractor. In the performance of this Agreement, Contractor is acting in the capacity of an independent contractor and not as an agent, employee, partner, joint venturer, or associate of the County. Contractor is solely responsible for the means, method, technique, sequence, and procedure utilized by Contractor in the full performance of the Services referenced in this Agreement.
J. E-Verify. Contractor shall utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Agreement. Contractor shall expressly require any subcontractors performing work or providing Services under this Agreement to utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the term of this Agreement. The E-Verify system is located at https://www.uscis.gov/E-Verify
K. Conflict of Interest. Contractor warrants that neither Contractor nor any of Contractor’s employees have any financial or personal interest that conflicts with the execution of this Agreement. The Contractor shall notify County of any conflict of interest due to any other clients, contracts, or property interests.
L. Prohibition Against Contingent Fees. As required by §287.055(6), Florida Statutes, the Contractor warrants that he or she has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Contractor any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. If Contractor breaches this provision, the County has the right to termination this Agreement without liability, and at the County’s discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration.
M. Force Majeure. The Parties will exercise every reasonable effort to meet their respective duties under this Agreement but will not be liable for delays resulting from force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government laws or regulation, acts of nature, fires, strikes, national disasters, wars, riots, transportation problems and any other cause whatsoever beyond the reasonable control of the Parties. Any such cause will reasonably extend the performance of the delayed duty to the extent of the delay so incurred and so agreed by the Parties.
N. Public Entity Crimes. A person or affiliate who has been placed on the convicted vendor list following a conviction of a public entity crime may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity in excess of the threshold amount provided in Florida Statutes, Section 287.017 for Category Two for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.
O. Collusion. By signing this Agreement, Contractor declares that this Agreement is made without any previous understanding, agreement, or connections with any persons, contractors or corporations and that this Agreement is fair, and made in good faith without any outside control, collusion, or fraud.
P. Counterparts. This Agreement may be executed in any number of and by the different Parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. Receipt via email with pdf attachment by a party or its designated legal counsel of an executed counterpart of this Amendment shall constitute valid and sufficient delivery in order to complete execution and delivery of this Amendment and bind the Parties to the terms hereof.
Q. Severability and Ambiguity. It is understood and agreed by the Parties that if any of the provisions of the Agreement shall contravene or be invalid under the laws of the State of Florida, such contravention or invalidity shall not invalidate the entire Agreement, but it shall be construed as if not containing the particular provision(s) held to be invalid, and the rights and obligations of the Parties shall be construed and enforced accordingly. This Agreement shall not be construed more strictly against one Party than against the other Party, merely due to fact that it may have been prepared by one of the Parties. Each Party represents and agrees that it has had the opportunity to seek the advice of appropriate professionals, including legal counsel, in the review and execution of this Agreement.
R. Electronic Signatures. The Parties agree that an electronic version of this Agreement shall have the same legal effect and enforceability as a paper version. The Parties further agree that this Agreement, regardless of whether in electronic or paper form, may be executed by use of electronic signatures. Electronic signatures shall have the same legal effect and enforceability as manually written signatures. Delivery of this Agreement or any other document contemplated hereby bearing an manually written or electronic signature, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
S. Entire Agreement. This Agreement constitutes the entire Agreement and supersedes all prior written or oral agreements, understandings, or representations of the Parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the respective dates under each signature: the County, through the Chair of the Board of County Commissioners, who is authorized to sign and by Contractor, through its duly authorized representative.
ALACHUA COUNTY, FLORIDA
By:
___________________________, Chair
Board of County Commissioners
Date: __________________________
IF CONTRACT IS LESS THAN $50,000 CAN BE SIGNED BY COUNTY MANAGER IF SIGNED BY COUNTY MANAGER CLERK DOES NOT ATTEST AND SIGNATURE BLOCK IS REMOVED
ATTEST Approved as to form:
J.K. “Jess” Irby, Esq., Clerk Alachua County Attorney's Office
(SEAL)
CONTRACTOR
By:
Print:
Title:
Date: _______________________________
IF THE CONTRACTOR IS NOT A NATURAL PERSON, PLEASE PROVIDE A CERTIFICATE OF INCUMBENCY AND AUTHORITY, OR A CORPORATE RESOLUTION, LISTING THOSE AUTHORIZED TO EXECUTE CONTRACTS ON BEHALF OF YOUR ORGANIZATION. IF ARE A NATURAL PERSON, THEN YOUR SIGNATURE MUST BE NOTARIZED.
Exhibit 1: Scope of Services/Work
Exhibit 2: Rate Schedule
Exhibit 3: Insurance Requirements
Exhibit 3-A: Certificate of Insurance
Exhibit 4: Certification of Meeting Alachua County Wage Ordinance
Contact Title: ______________________________________________________
Contract or Bid/RFP #: __________________
The undersigned, who is authorized on behalf of the Contractor, certifies that all employees, contracted and subcontracted, completing services as part of this Agreement are paid, and will continue to be paid, in accordance with the Alachua County Government Minimum Wage requirements (“Wage Ordinance”) contained in the Alachua County Code, as may be amended.
(Company Name)
(Address)
(City, State, Zip Code)
(Phone)
(Email Address)
CONTRACTOR
By:
Print:
Title:
Date: _______________________________
Where the following terms or their pronouns occur herein, the intent and meaning shall be as follows:
COUNTY/OWNER: Alachua County Library District, Alachua County, Florida.
BID PRICE: The amount bid submitted on the prescribed forms by the Bidder setting forth the prices for the services to be performed.
BIDDER: Any person, vendor, firm, consultant, entity, or corporation submitting a bid for the goods and/or services contemplated herein, or a duly authorized representative.
AGREEMENT: The written agreement between the County and the awarded Bidder resulting from this solicitation, which is approved by the Board, or its designee, along with the bid submitted by the Bidder and all documents identified in this ITB document, its exhibits and any addenda and other Contract Documents.
CONTRACT DOCUMENTS: The ITB, Agreement, Specifications, Drawings, Addenda whether issued prior to opening of bids or execution of the Agreement and Modifications.
CONTRACTOR: Any person, firm, consultant, entity or corporation, with whom the County has executed an agreement for the performance of the services.
DIRECTOR: The duly authorized representative of the utilizing Alachua County Department or Office or of the Alachua County Library District
ITB: Invitation to Bid
RESPONSIBLE AGENT: The duly authorized representative of the County during the term period and the Bidder's authorized representative.
SPECIFICATIONS: The directions, provisions, and requirements contained herein, together with all written agreements made setting out or relating to the method and manner of performing the requested services, the quality of material and personnel to be furnished under the agreement. All applicable laws of the State of Florida, the Federal Government and the Rules and Regulations of the County of Alachua are hereby adopted and made part hereof as specifications.
SERVICES: To provide all management, supervision, labor, materials, supplies and equipment. To plan, schedule, coordinate and assure effective performance of all services described herein.
The County reserves the right to request clarification of information submitted and to request additional information of one or more Bidder, either orally or in writing.
Pursuant to F.S. sec. 448.095, Contractor shall register with and use the U.S. Department of Homeland Security’s E-Verify system to verify the work authorization status of all new employees of the Contractor during the term of the Agreement. Contractor shall require any subcontractors performing work or providing Services under this Agreement to register and use the U.S. Department of Homeland Security’s E-Verify system to verify the work authorization status of all new employees of the subcontractor during the term of this Agreement, and otherwise comply with Florida law. The E-Verify system is located at https://www.uscis.gov/E-Verify. Failure to comply with this section is grounds for termination and the contractor (a) may not be awarded a contract with the County for at least 1 year after the date on which the contract was terminated and (b) is liable for any additional costs incurred by the County as a result of termination of this Agreement.
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the contractor, agents, representatives, employees or subcontractors.
I. COMMERCIAL GENERAL LIABILITY.
Coverage must be afforded under a per occurrence form policy for limits not less than $1,000,000 General Aggregate, $1,000,000 Products / Completed Operations Aggregate, $1,000,000 Personal and Advertising Injury Liability, $1,000,000 each Occurrence, $50,000 Fire
Damage Liability and $5,000 Medical Expense.
II. AUTOMOBILE LIABILITY.
Coverage must be afforded including coverage for all Owned vehicles, Hired and Non-Owned vehicles for Bodily Injury and Property Damage of not less than $1,000,000 combined single limit each accident.
III. WORKERS COMPENSATION AND EMPLOYER’S LIABILITY.
A. Coverage to apply for all employees at STATUTORY Limits in compliance with applicable state and federal laws; if any operations are to be undertaken on or about navigable waters, coverage must be included for the USA Longshoremen & Harbor Workers Act.
B. Employer’s Liability limits for not less than $100,000 each accident; $500,000 disease policy limit and $100,000 disease each employee must be included.
IV. PROFESSIONAL LIABILITY or ERRORS AND OMISSIONS LIABILITY (E&O).
Professional (E&O) Liability must be afforded for not less than $1,000,000 each claim, $1,000,000 policy aggregate
V. CYBER LIABILITY COVERAGE (when applicable)
Vendor shall procure and maintain for the life of the contract in an amount not less than $1,000,000 per loss for negligent retention of data as well as notification and related costs for actual or alleged breaches of data.
Technology/Professional Liability: with limits of $1 million. Coverage is for the life of the contract and must continue for five (5) years after contract expiration. This coverage must include Cyber Liability coverage for negligent retention of data as well as notification and related costs for actual or alleged breaches of data.
VI. OTHER INSURANCE PROVISIONS.
A. The policies are to contain, or be endorsed to contain, the following provisions:
B. Commercial General Liability and Automobile Liability Coverages
1. The Alachua County Board of County Commissioners, its officials, employees and volunteers are to be covered as an Additional Insured as respects: Liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor.
2. The Contractor’s insurance coverage shall be considered primary insurance as respects the County, its officials, employees and volunteers. Any insurance or self-insurance maintained by the County, its officials, employees or volunteers shall be excess of Contractor’s insurance and shall be non-contributory.
C. All Coverages
The Contractor shall provide a Certificate of Insurance to the County with a notice of cancellation. The certificate shall indicate if cover is provided under a “claims made” or “per occurrence” form. If any cover is provided under claims made from the certificate will show a retroactive date, which should be the same date of the contract (original if contact is renewed) or prior.
VII. SUBCONTRACTORS
Contractors shall include all subcontractors as insured under its policies. All subcontractors shall be subject to the requirements stated herein.
CERTIFICATE HOLDER: Alachua County Board of County Commissioners
Email certificate to : Public Works - jflegert@alachuacounty.us
The County must be identified as an “Additional Insured” in either the Description of Operations section or elsewhere on the Certificate. While the contract may call for elaborate “additional insured” wording a Certificate stating that “The Alachua County Board of County Commissioners, its officials, employees and volunteers are to be covered as an Additional Insured as respects: Liability arising out of activities performed by or on behalf of the Vendor; products and completed operations of the Vendor; claims arising out of the condition of the land; or automobiles owned, leased, hired or borrowed by the Vendor.” is acceptable. It is the County itself rather than the department that must be listed as the “additional insured.”
PROFESSIONAL SERVICES AGREEMENT BETWEEN ALACHUA COUNTY &
______________
FOR _____________
NO. (#)
This Professional Services Agreement (“Agreement”) is made by and between Alachua County, Florida, a political subdivision and charter county of the State of Florida, by and through its Board of County Commissioners (the “County”) and _____________________________, a (Business Entity Type) which is authorized to do business in the State of Florida ("Professional"), who are collectively referred to as the “Parties”.
WITNESSETH:
WHEREAS, the County publicly issued a(n) (ITB, RFP, RFQ) seeking qualified professionals to provide ______________________________(Description); and
WHEREAS, after evaluating and considering all timely responses to the solicitation, the County identified Professional as top ranked entity in the solicitation process; and
WHEREAS, the Professional is willing to provide certain services to the County; and
WHEREAS, the County desires to engage Professional to provide the services described herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt of which is acknowledged, the County and Professional agree as follows:
1. Recitals. The foregoing recitals are incorporated herein.
2. Scope. In accordance with the terms and conditions of this Agreement, Professional agrees to provide ______________________________, as more particularly described in the Scope of Services attached hereto as Exhibit “1” and incorporated herein (“Services”) for and as needed by the County. Professional acknowledges that time is of the essence completing the Services. It is understood that the Services may be modified, but to be effective and binding, any such modification must be in writing executed by both the Parties.
3. Term. This Agreement is effective on the day the last Party signs it and continues until ___________, 20___, unless earlier terminated as provided herein. This Agreement may be amended at the option of the County for (#) additional (#) year term(s).
4. Qualifications. By executing this Agreement, Professional makes the following representations to County:
A. Professional is qualified to provide the Services and will maintain all certifications, permits and licenses necessary to act as a professional and to provide the Services during the term of this Agreement.
B. Professional will perform the Services with the skill and care which would be exercised by a qualified professional performing similar services at the time and place such Services are performed. If failure to meet these standards results in a deficiency in the Services or the related tasks or designs, Professional will, at his/her own cost and expense, re-do the Services to correct the deficiency, and Professional shall be responsible for any and all consequential damages to the County arising from the deficiency.
C. Professional is familiar with the Services and the conditions of the site, location, project, and specifics of the Services to be provided, designed, or constructed.
D. Professional will coordinate, cooperate, and work with any other consultants and contractors retained by the County. The Parties acknowledge that there is nothing in this Agreement that precludes County from retaining other professionals for similar or same Services or from independently performing the Services provided under this Agreement on its own.
5. Payment.
A. The County will pay and Professional will accept, for the timely and complete performance of the Services described in this Agreement, payment based on the rates or pricing contained in the Payment Schedule attached hereto as Exhibit “2” and incorporated herein by this reference. The Parties agree that the amount to be paid to Professional for the Services required will not exceed the sum of $ ____________________________.
B. As a condition precedent for any payment, Professional must submit monthly invoices to the County requesting payment for Services properly rendered and expenses due, unless otherwise agreed in writing by the County. Professional's invoice must describe the Services rendered, the date performed [and the time expended, if billed by hour], and the person(s) rendering such Services. Professional's invoice shall be accompanied by documentation or data in support of expenses, as the County may require. The invoice shall reflect the allocations as provided and shall state the percentage of completion as to each such allocation. Each invoice shall constitute the Professional's representation to the County that the Services listed have reached the level stated, have served a public purpose, have been properly and timely performed, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all obligations of Professional covered by prior invoices have been paid in full, and that the amount requested is currently due and owing. Submission of the Professional’s invoice for final payment shall further constitute the Professional's representation to the County that, upon receipt by the Professional of the amount invoiced, all obligations of the Professional to others, including its consultants and subcontractors, will be paid in full. Professional shall submit invoices to the County at the following address, unless otherwise directed by the County:
(Department Name)
(Address)
(City, Florida, Zip Code)
D. The County will make payment to Professional for amounts properly invoiced, as set out below, and in accordance with the provisions of the Florida Prompt Payment Act, Chapter 218, Part VII, Florida Statutes.
E. If the County has reasonable cause to suspect that any representations of Professional relating to payment are inaccurate, the County may withhold payment of sums then or in the future otherwise due to Professional until the inaccuracy, and the cause thereof, is corrected to the County Manager’s or his/her designee’s reasonable satisfaction.
F. The County's performance and obligation to pay under this Agreement is contingent upon a specific annual appropriation by the Alachua County Board of County Commissioners (“Board”). The Parties hereto understand that this Agreement is not a commitment of future appropriations. Continuation of this Agreement beyond the term or the end of any County fiscal year shall be subject to both the appropriation and the availability of funds in accordance with Chapter 129, Florida Statutes; and that the failure of the Board to do so shall not constitute a breach or default of this Agreement.
G. In the event any part of this Agreement or the Services, is to be funded by Federal, State, or other local agency monies, Professional agrees to cooperate with County in order to assure compliance with all requirements of the funding entity applicable to the use of the monies, including providing access to and the right to examine relevant documents related to the Services and as specifically required by the granting agency, and receiving no payment until all required forms are completed and submitted.
6. Insurance. Professional will procure and maintain insurance throughout the entire term of this Agreement, including any renewals, of the types and in the minimum amounts detailed in Exhibit “3” attached hereto and incorporated herein. A copy of a current Certificate of Insurance (COI) showing coverage of the type and in the amounts required is attached hereto as Exhibit “3-A”.
7. County Property. Professional agrees to promptly, without delay, notify the County either in phone, email, or orally of any hazardous, dangerous, unsafe, or destructive conditions, trespassers, vandalism or damages that the Professional or its employees or agents notices or is made aware of on County property, including inside any County owned or used facility. Professional shall be responsible for initiating, erecting, and maintaining safety precautions, programs and materials in connection with the Services on County Property, including any industry, federal, state or local standards and requirements. Should an employee or agent of the Professional suffer injury or damage to its/his/her person or property, the Professional shall notify the County within a reasonable time of the occurrence.
8. Deliverables. All project deliverables and documents are the sole property of County and may be used by County for any purpose. Any and all deliverables required by this Agreement to be prepared by Professional, such as but not limited to plans and specifications, will be done in such a manner that they shall be accurate, coordinated and adequate for the purposes intended. Professional represents that the deliverables prepared under this Agreement will meet the requirements of all applicable federal, state and local codes, laws, rules and regulations. The County’s review of the deliverables in no way diminishes the Professional’s representations pertaining to the deliverables.
9. Permits. Professional will obtain, maintain, and pay for all necessary permits, permit application fees, licenses or any fees required for performing the Services.
10. Personnel. Professional will assure that all Professional’s personnel who perform the Services, or perform any part of the Services, are competent, reliable and experienced to perform their assigned task timely and satisfactory. Barring illness, accident and other unforeseeable events, the Parties anticipate the following individuals, who are employed or retained by Professional, will perform the Services:
Name
Function
In the event a person above is no longer going to provide the Services or Professional intends to substitute personnel listed above, Professional will notify the County. Professional will propose to the County a different person with equal or higher qualifications. A modification of the above personnel list does not require an amendment to this Agreement. At the discretion and upon request of the County Manager or his/her designee, Professional will cease having a named employee provide Services to the County under this Agreement. The County reserves the right to terminate this Agreement due to a change in Professional’s personnel during the term of this Agreement.
11. Alachua County Minimum Wage. If, as determined by County, the Services to be performed under this this Agreement are ‘Covered Services’, as defined under the Alachua County Government Minimum Wage Ordinance (“Wage Ordinance”), then during the term of this Agreement and any renewals, Professional shall pay its ‘Covered Employees’, as defined in the Wage Ordinance, no less than the Alachua County Government Minimum Wage (“Minimum Wage”), as may be amended by the County. Professional will require the same of its subcontractors and subconsultants who provide the Services. If applicable, Professional will certify this understanding, obligation, and commitment to County through a certification, a copy of which is attached hereto as Exhibit “4”. Professional will (a) post a copy of the Minimum Wage Rate in a prominent place of its principal place of business where it is easily seen by Covered Employees; (b) supply a copy to any Covered Employee upon request; (c) make any person submitting a bid for a subcontract for Covered Services aware of these requirements; and (d) include the necessary provisions in subcontracts to ensure compliance. The County shall not be deemed a necessary, or indispensable, party in any litigation between Professional and subcontractor. At this time of execution of this Agreement, the prevailing Minimum Wage is as follows, which is subject to change during the term of this Agreement, and will be updated, and be applicable, without the necessary of amendment to this Agreement:
$18.00 per hour with qualifying health benefits amounting to at least $2.00 per hour
$ 20.00 per hour without health benefits
If applicable to the Services under this Agreement and to Professional, failure to comply with the provisions of the Wage Ordinance will be deemed a breach this Agreement and County is authorized to withhold payment of funds in accordance with Alachua County Code and Chapter 218, Florida Statutes.
12. Default and Termination.
A. Termination for Default: The failure of Professional to comply with any provision of this Agreement will place Professional in default. If Professional is in default or fails to perform in accordance with the terms or conditions of this Agreement, the County may provide a written notice of default. The County Manager and his/her designee is authorized to provide notice of default on behalf of County and notice may be sent electronically. If the default is not corrected within the allotted time as specifically provided in the notice of default, the County Manager is authorized to provide Professional with written notice of termination of this Agreement on behalf of County. The effective date of termination of this Agreement will be the date specified in the notice of termination or, if no date is specified in the notice, then the effective date of termination will be the date that the notice of termination is received by the Professional.
B. Termination for Convenience: County may terminate the Agreement without cause by providing written notice of termination for convenience to the Professional. County Manager and his/her designee is authorized to provide notice of termination on behalf of the County. Notice may be electronically given. Upon such notice, Professional will immediately discontinue all Services for the County currently or to be provided to the County, unless the notice from the County directs otherwise. The effective date of termination of this Agreement will be the date specified in the notice of termination or, if no date is specified in the notice, then the effective date of termination will be the date that the notice of termination is received by the Professional.
C. Termination for Unavailability of Funding: If funds to finance this Agreement become unavailable, as determined by the County, County may terminate this Agreement upon written notice to Professional. County Manager and his/her designee is authorized to provide notice of termination on behalf of the County. Notice may be electronically given. The effective date of termination of this Agreement will be the date specified in the notice of termination or, if no date is specified in the notice, then the effective date of termination will be the date that the notice of termination is received by the Professional.
D. Upon termination of this Agreement based upon the above, the County may obtain the Services from any other sources, firms, and individuals, and may use any method deemed in the County’s best interest. Upon termination, Professional will deliver to County all data, drawings, specifications, reports, estimates, summaries, and other records as may have been accumulated by Professional in performing this Agreement, whether completed or in draft. In the event of termination, Professional’s recovery against County shall be limited to that portion of this Agreement amount earned through the date of termination. Professional shall not be entitled to any other or further recovery against County, including, but not limited to, damages, consequential or special damages, or any anticipated fees or profit on portions of the Services not performed.
13. Indemnification. PROFESSIONAL HEREBY WAIVES AND RELEASES, AND AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS ALACHUA COUNTY AND ITS BOARD OF COUNTY COMMISSIONERS, OFFICERS, EMPLOYEES, VOLUNTEERS, AND ATTORNEYS (COLLECTIVELY “ALACHUA COUNTY”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PENALTIES, EXPENSES, AND CAUSES OF ACTION OF ANY AND EVERY DESCRIPTION, AND DAMAGES, INCLUDING ATTORNEYS’ FEES AND COSTS, BROUGHT AGAINST ALACHUA COUNTY RESULTING FROM ANY ACCIDENT, INCIDENT OR OCCURRENCE ARISING OUT OF OR IN CONNECTION WITH AN ACT, ERROR OR OMISSION OF PROFESSIONAL OR PROFESSIONAL’S EMPLOYEES, OFFICERS, AGENTS, ASSIGNS OR SUBCONTRACTORS IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES SET FORTH IN THIS AGREEMENT, INCLUDING ATTACHED EXHIBITS, OR FROM PROFESSIONAL’S ENTRY ONTO ALACHUA COUNTY’S PROPERTY AND ANY AND ALL IMPROVEMENTS THEREON. This obligation shall in no way be limited in any nature by any limitation on the amount or type of Professional’s insurance coverage. In the event the County is alleged to be liable on account of alleged acts or omissions, or both, of Professional or Professional’s employees, representatives or agents, then Professional will investigate, respond to and provide a defense for any allegations and claims, at Professional’s sole costs and expense. Furthermore, Professional will pay all costs, fees and other expenses of any defense, including but not limited to, all attorneys' fees, court costs and expert witness fees and expenses. Professional and County will jointly cooperate with each other in the event of any litigation, including any request for documentation. This indemnification provision will survive the termination of this Agreement. Nothing contained herein shall constitute a waiver by the County of sovereign immunity or the provisions or limitation of liability of §768.28, Florida Statutes, as may be amended.
14. Notice. Except as otherwise provided in this Agreement, any notice from either Party to the other Party must be in writing and delivered by hand delivery with receipt or sent by certified mail, return receipt requested, to the addresses below. All notices will be deemed delivered five (5) business days after mailing. Each Party may change its mailing address by giving the other Party, written notice of election to change the address.
To Professional:
To County:
cc: With a copy electronically sent to:
Alachua County Procurement, Attn: Contracts
acpur@alachuacounty.us
Clerk of Court, Attn Finance & Accounting
dmw@alachuaclerk.org
15. Standard Clauses.
A. Public Records. In accordance with §119.0701, Florida Statutes, Professional, when acting on behalf of the County, shall as required by Florida law:
1. Keep and maintain public records required by the County to perform the Services.
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 Florida law 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 term of this Agreement and following completion of the Agreement if Professional does not transfer the records to the County.
4. Upon completion of the Agreement, transfer, at no cost, to the County all public records in possession of Professional or keep and maintain public records required by the County to perform the Services. If Professional transfers all public records to the County upon completion of the Agreement, Professional shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Professional keeps and maintains public records upon completion of the Agreement, Professional 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 County’s information technology systems.
IF PROFESSIONAL HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROFESSIONAL’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE COUNTY’S PUBLIC RECORDS CUSTODIAN AT publicrecordsrequest@alachuacounty.us OR (352) 264-6906 OR 12 SE 1ST STREET, GAINESVILLE, FL 32601.
If Professional fails to comply with this section, Professional will be deemed in default under this Agreement. The County may enforce as set forth in §119.0701, Florida Statutes. Professional who fails to provide the public records in response to a request within a reasonable time may be subject to penalties imposed under §119.10, Florida Statute, and costs of enforcement, including fees, under §119.0701 and §119.12, Florida Statutes.
Professional will take reasonable measures to protect, secure and maintain any data held by Professional in an electronic form that is or contains exempt, confidential, personal information or protected information, as defined by Florida or federal law, related to or in connection with performance of the Services. If Professional suspects or becomes aware of a security breach or unauthorized access to such data by a third party, Professional shall immediately notify the County in writing and will work, at Professional’s expense, to prevent or stop the data breach.
B. Confidential Information. During the term of this Agreement, Professional may claim that some of Professional’s information, including, but not limited to, software documentation, manuals, written methodologies and processes, pricing, discounts, or other considerations (hereafter collectively referred to as “Confidential Information”), is, or has been treated as confidential and proprietary by Professional in accordance with §812.081, Florida Statutes, or other law, and is exempt from disclosure under the Florida’s public record laws. Professional shall clearly identify and mark Confidential Information as “Confidential Information” or “CI” and the County shall use reasonable efforts to maintain the confidentiality of the Confidential Information that is clearly identified by Professional. County will promptly notify Professional in writing if the County receives a request for disclosure of Professional’s Confidential Information. Professional may assert any exemption from disclosure available under applicable law or seek a protective order against disclosure from a court of competent jurisdiction. Professional shall protect, defend, indemnify, and hold harmless Alachua County and its commissioners, officers and employees from and against any claims, actions and judgments arising out of a request for disclosure of Confidential Information or relating to violation or infringement of trademark, copyright patent, trade secret or intellectual property right; however, the foregoing obligation shall not apply to County's misuse or modification of Professional’s Confidential Information in a manner not contemplated by this Agreement. Professional shall investigate, handle, respond to, and defend, at Professional’s sole cost and expense, any such claim, even if any such claim is groundless, false, or fraudulent. Professional shall pay for all costs and expenses related to such claim, including, but not limited to, payment of attorneys’ fees, costs and expenses. If Professional is not reasonably able to modify or otherwise secure for the County the right to continue using the good or product, Professional shall remove the product and refund the County the amounts paid in excess of a reasonable rental for past use. Upon completion of this Agreement, the provisions of this paragraph shall continue to survive. Professional releases the County from claims or damages related to disclosure by the County.
C. Auditing Rights and Information. County reserves the right to require the Professional to submit to an audit, by any auditor of the County’s choosing. Professional shall provide access to all of its records, which relate directly or indirectly to this Agreement at its place of business during regular business hours. Professional shall retain all records pertaining to this Agreement and upon request make them available to County for three (3) complete calendar years following expiration or termination of the Agreement. Professional agrees to provide such assistance as may be necessary to facilitate the review or audit by the County to ensure compliance with applicable accounting and financial standards. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by the Professional to the County, Professional shall pay to County the Overcharged Amount which is defined as the total aggregate overcharged amount together with interest thereon (such interest to be established at the rate of 12% annum). Any adjustments or payments which must be made as a result of any such audit or inspection of the Professional’s invoices or records must be made. If the Overcharged Amount is equal to or greater than $50,000.00, Professional shall pay to County the Overcharged Amount and the Audit Amount which is defined as the total aggregate of County’s reasonable audit costs incurred as a result of its audit of Professional. County may recover the Overcharged Amount and the Audit Amount, as applicable, from any amount due or owing to Professional whether under this Agreement and any other agreement between Professional and County. If such amounts owed to Professional are insufficient to cover the Overcharged Amount and Audit Amount, as applicable, then Professional hereby shall pay such remaining amounts to County. Payment is due within a reasonable amount of time, but in no event may the time exceed sixty (60) calendar days, from presentation of the County’s audit findings to Professional. In no event shall the Overcharged Amount or the Audit Amount be deemed a reimbursable cost of the work or Services. This provision is hereby considered to be included within, and applicable to, any subcontractor agreement entered into by the Professional in performance of the Services under this Agreement. The access, inspection, copying and auditing rights shall survive the termination of this Agreement.
D. Laws & Regulations. Professional will comply with all federal, state, and local laws, ordinances, regulations, rules and code requirements applicable to the work required by this Agreement. Professional is presumed to be familiar with all laws, ordinances, regulations, and rules that may in any way affect the work outlined in this Agreement. If Professional is not familiar with laws, ordinances, rules and regulations, Professional remains liable for any violation and all subsequent damages, penalties, or fines.
E. Governing Law and Venue. The laws of the State of Florida shall govern this Agreement and the duties and obligations stated within this Agreement. Sole and exclusive venue for all actions arising under this Agreement shall be in a court of competent jurisdiction in and for Alachua County, Florida.
F. Amendment and Assignment. The Parties may only modify or amend this Agreement by a mutual written agreement of the Parties. Neither Party will assign or transfer any interest in this Agreement without prior written consent of the other Party. The County and Professional each bind the other and their respective successors and assigns in all respects to all of the terms, conditions, covenants, and provisions of this Agreement.
G. Additional Services. Additional services not specifically identified in this Agreement may be added to the Agreement upon execution of a written amendment by the Parties.
H. Third Party Beneficiaries. This Agreement does not create any relationship with, or any rights in favor of, any third party.
I. Independent Contractor. In the performance of this Agreement, Professional is acting in the capacity of an independent contractor and not as an agent, employee, partner, joint venturer, or associate of the County. Professional is solely responsible for the means, method, technique, sequence, and procedure utilized by Professional in the full performance of the Services referenced in this Agreement.
J. E-Verify. Professional shall utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Professional during the term of the Agreement. Professional shall expressly require any subcontractors performing work or providing Services under this Agreement to utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the term of this Agreement. The E-Verify system is located at https://www.uscis.gov/E-Verify
K. Conflict of Interest. Professional warrants that neither Professional nor any of Professional’s employees have any financial or personal interest that conflicts with the execution of this Agreement. The Professional shall notify County of any conflict of interest due to any other clients, contracts, or property interests.
L. Prohibition Against Contingent Fees. As required by §287.055(6), Florida Statutes, the Professional warrants that he or she has not employed or retained any company or person, other than a bona fide employee working solely for the Professional to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Professional any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. If Professional breaches this provision, the County has the right to termination this Agreement without liability, and at the County’s discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration.
M. Force Majeure. The Parties will exercise every reasonable effort to meet their respective duties under this Agreement but will not be liable for delays resulting from force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government laws or regulation, acts of nature, fires, strikes, national disasters, pandemics, wars, riots, transportation problems and any other cause whatsoever beyond the reasonable control of the Parties. Any such cause will reasonably extend the performance of the delayed duty to the extent of the delay so incurred and so agreed by the Parties.
N. Public Entity Crimes. A person or affiliate who has been placed on the convicted vendor list following a conviction of a public entity crime may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity in excess of the threshold amount provided in Florida Statutes, Section 287.017 for Category Two for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.
O. Collusion. By signing this Agreement, Professional declares that this Agreement is made without any previous understanding, agreement, or connections with any persons, professionals or corporations and that this Agreement is fair, and made in good faith without any outside control, collusion, or fraud.
P. Counterparts. This Agreement may be executed in any number of and by the Parties on separate counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. Receipt via email with pdf attachment by a party or its designated legal counsel of an executed counterpart of this Agreement shall constitute valid and sufficient delivery in order to complete execution and delivery of this Agreement and bind the Parties to the terms hereof.
Q. Severability and Ambiguity. It is understood and agreed by the Parties that if any of the provisions of the Agreement shall contravene or be invalid under the laws of the State of Florida, such contravention or invalidity shall not invalidate the entire Agreement, but it shall be construed as if not containing the particular provision(s) held to be invalid, and the rights and obligations of the Parties shall be construed and enforced accordingly. This Agreement shall not be construed more strictly against one Party than against the other Party, merely due to fact that it may have been prepared by one of the Parties. Each Party represents and agrees that it has had the opportunity to seek the advice of appropriate professionals, including legal counsel, in the review and execution of this Agreement.
R. Electronic Signatures. The Parties agree that an electronic version of this Agreement shall have the same legal effect and enforceability as a paper version. The Parties further agree that this Agreement, regardless of whether in electronic or paper form, may be executed by use of electronic signatures. Electronic signatures shall have the same legal effect and enforceability as manually written signatures. Delivery of this Agreement or any other document contemplated hereby bearing a manual written or electronic signature, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
S. Entire Agreement. This Agreement constitutes the entire Agreement and supersedes all prior written or oral agreements, understandings, or representations of the Parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the respective dates under each signature: by Alachua County, Florida by its representative who is authorized to sign, and by Professional, through its duly authorized representative.
PROFESSIONAL
By:
Print:
Title:
Date: _______________________________
IF THE PROFESSIONAL IS NOT A NATURAL PERSON, PLEASE PROVIDE A CERTIFICATE OF INCUMBENCY AND AUTHORITY, OR A CORPORATE RESOLUTION, LISTING THOSE AUTHORIZED TO EXECUTE CONTRACTS ON BEHALF OF YOUR ORGANIZATION OR ENTITY. IF ARE A NATURAL PERSON, THEN YOUR SIGNATURE MUST BE NOTARIZED.
ALACHUA COUNTY, FLORIDA
By:
___________________________, Chair
Board of County Commissioners
Date: __________________________
IF CONTRACT IS LESS THAN $50,000 CAN BE SIGNED BY COUNTY MANAGER IF SIGNED BY COUNTY MANAGER CLERK DOES NOT ATTEST AND SIGNATURE BLOCK IS REMOVED
ATTEST Approved as to form:
J.K. “Jess” Irby, Esq., Clerk Alachua County Attorney's Office
(SEAL)
Exhibit 1: Scope of Services
Exhibit 2: Payment Schedule
Exhibit 3: Insurance Requirements
Exhibit 3-A: Certificate of Insurance
Exhibit 4: Certification of Meeting Alachua County Wage Ordinance
Contact Title: ______________________________________________________
Contract or Bid/RFP #: __________________
The undersigned, who is authorized on behalf of the Professional, certifies that all covered employees, contractors and subcontracted, completing Services as part of this Agreement are paid, and will continue to be paid, in accordance with the Alachua County Government Minimum Wage requirements (“Wage Ordinance”) contained in the Alachua County Code, as may be amended.
(Company Name)
(Address)
(City, State, Zip Code)
(Phone)
(Email Address)
PROFESSIONAL
By:
Print:
Title:
Date: _______________________________
The County posts and distributes information pertaining to its procurement solicitations on the County Public Portal. In order to submit a ITB response to this solicitation the Bidder must be registered with the County's Public Portal.
Costs for the preparation and submittal of bids in response to this Invitation to Bid are entirely the obligation of the Bidder and shall not be chargeable in any manner to the County.
The bid response, containing all required documents, must be received by Alachua County Procurement by 2:00 pm EST on Wednesday, May 6, 2026. The Bidder’s submittal must be completed in the Public Portal prior to the 2:00 pm EST deadline. THE COUNTY and the PUBLIC PORTAL PLATFORM WILL NOT ACCEPT LATE SUBMITTALS.
Any required uploaded documents should be done in “portable document format” (PDF) format and be labeled correctly, unless the solicitation states otherwise. The PDF document should be titled with Bidder’s name, bid number, and if the response is submitted in parts, include “Part # of x”.
Unit price for each unit offered shall be shown, and such price shall include packing and shipping unless otherwise specified. In case of discrepancy between the unit price and extended price, the unit price will be presumed correct. Additional pricing information cannot be added. All or None bids will not be considered unless specifically requested in the ITB.
The Bidders must state a definite time for delivery of supplies or performance of the Services.
The Bidder should retain a copy of all Contract Documents for future reference.
All bids should be submitted with the Bidder's name and by an officer or an authorized representative of the entity who has authority to bind the company or firm.
AGREEMENT NO. ______ BETWEEN OWNER AND (Architect) FOR DESIGN OF (Description of Work)
This Agreement ("Agreement") made and entered into on (Execution Date), by and between (Architect Name), a (State of Incorporation) (Business Entity Type), whose principle address is (Address) (hereinafter referred to as “Architect”), Alachua County, charter county and political subdivision of the State of Florida, by and through its Board of County Commissioners, (hereinafter referred to as “County”). Collectively, the County and the Architect are hereinafter referred to as the “Parties.”
WITNESSETH
WHEREAS, the County desires to hire an architect to provide professional services for the design and architectural management over the construction of (Description of Work) and any addenda, thereto, the Scope of Services and subsequent negotiations between the parties; and
WHEREAS, the Architect is qualified to provide these services; and
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto do mutually agree as follows:
;
OR – IF APPLICABLE
Alachua County __________ Department
(Department Address)
Gainesville, FL ______
Department Email: _____________________
(Architect Name)
(Architect Address)
(City, State, Zip)
Architect Email Address: _______________________
IF THE ARCHITECT 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 COUNTY REPRESENTATIVE
County: Alachua County _________ Department Director
(Department Address)
Gainesville, FL _____
(Department Email Address)
Architect: (Architect Name)
(Architect Address)
(City, State, Zip)
Email Address: _______________________
A copy of any notice, request or approval to the County must also be sent to:
J.K. “Jess” Irby, Esq.
Clerk of the Court
12 SE 1st Street
Gainesville, FL 32602
Attn: Finance and Accounting
And to:
Procurement Division
12 SE 1st Street
Gainesville, FL 32601
Attn: Contracts
All project correspondence should be submitted on a transmittal document and addressed in the following manner:
Alachua County _________ Department Director
(Department Address)
Gainesville, FL _____
(Department Email Address)
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed for the uses and purposes therein expressed on the day and year first above-written.
ALACHUA COUNTY, FLORIDA
By:
Ken Cornell, Chair
Board of County Commissioners
Date: ____________________________
IF CONTRACT IS LESS THAN $50,000 CAN BE SIGNED BY COUNTY MANAGER
ATTEST: APPROVED AS TO FORM
J.K. “Jess” Irby, Esq., Clerk Alachua County Attorney's Office
(SEAL)
IF SIGNED BY COUNTY MANAGER
CLERK DOES NOT ATTEST AND
SIGNATURE BLOCK IS REMOVED
ARCHITECT
ATTEST (By Corporate Officer)
By: By:
Print: Print:
Title: Title:
Date: ________________________________
If the Architect is not a natural person, please provide a certificate of incumbency and authority, or a corporate resolution, listing those authorized to execute agreements on behalf of your organization. If are a natural person, then your signature must be notarized.
EXHIBIT 1: HOURLY BILLING RATES
EXHIBIT 2: DESIGN TEAM MEMBERS
EXHIBIT 3: INSURANCE
EXHIBIT 3-A: CERTIFICATE OF INSURANCE
EXHIBIT 4: CERTIFICATION OF ALACHUA COUNTY MINIMUM WAGE
The undersigned certifies that all employees, contracted and subcontracted, completing services as part of this Agreement are paid, and will continue to be paid, in accordance with Chapter 22, Article III of the Alachua County Code of Ordinance (“Wage Ordinance”).
Corporate Name:
Address
City/State/Zip
Phone Number
Point of Contact____________________
Project Description:
ARCHITECT
By:
Print:
Title:
Date: ________________________
IF THE ARCHITECT IS NOT A NATURAL PERSON, PLEASE PROVIDE A CERTIFICATE OF INCUMBENCY AND AUTHORITY, OR A CORPORATE RESOLUTION, LISTING THOSE AUTHORIZED TO EXECUTE AGREEMENTS ON BEHALF OF YOUR ORGANIZATION. IF ARE A NATURAL PERSON, THEN YOUR SIGNATURE MUST BE NOTARIZED.
A person or affiliate who has been placed on the convicted vendor list following a conviction of a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids 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, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list.
Modifications to or withdrawal of a Bidder’s submittal can be made up to the deadline date. Modifications and withdrawals must be documented in the Public Portal in order to be recognized by the County. Any Bidder may withdraw their Bid, either personally, electronically, or written request, at any time prior to the scheduled closing time for receipt of Bids. Any bid not withdrawn will constitute an irrevocable offer, for a period of one hundred twenty (120) days, to provide the County adequate time to award the Contract/PO for the services or product specified in this solicitation. Additional pricing information cannot be added.
Each Bid must be accompanied by a bid bond (Submittals) payable to the County for an amount equal to at least five percent (5%) of the amount of the Bid. The County will, within ten (10) days after the opening of the Bids, return deposits of all Bidders except those posted by the three lowest Bidders, whose deposits will be returned upon final award and execution of the contract between the successful Bidder and the County, and after a satisfactory contract Bond has been executed.
If the successful Bidder, for any reason whatsoever, withdraws from competition after the opening of the Bids, or fails or refuses to execute the contract and Bond within one hundred and twenty (120) days after the Bidder has received notice of acceptance of their Bid, the Bidder shall forfeit to the County their Bid security deposit as liquidated damages for such withdrawal, failure or refusal. In the aforementioned situation, the successful Bidder shall be responsible to the County for the additional cost of said project, if any.
An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid or reply on a contract to provide any goods or services to a public entity; may not submit a bid 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 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.
AGREEMENT FOR CONTRACTUAL SERVICES
This Agreement is entered into this _______day of __________, 20___ between Alachua County, Florida, a political subdivision and Charter County of the State of Florida, by and through its Board of County Commissioners, hereinafter referred to as “County” and ________________________________, doing business at ___________________________________ hereinafter referred to as "Contractor" (collectively hereinafter County and Contractor referred to as “Parties”)
WITNESSETH
WHEREAS, the County issued Bid or RFP #_________ seeking Contractors to furnish ________________________________________________, in Alachua County, Florida, for the benefit of ______________________________________________; and
WHEREAS, after evaluating and considering all timely responses to Bid or RFP #__________, the County identified the Contractor as the top ranked firm; and
WHEREAS, the County desires to employ the Contractor to provide the services described in Bid or RFP # _________and the Professional desires to provide such services to the County in accordance with the terms and conditions set forth herein; and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows:
1. Term. This agreement is effective for _____ year(s) beginning ______ and continuing through ____________________unless earlier terminated as provided herein. The County has the option of renewing this Agreement for _______ additional _______ year periods at the same terms and conditions outlined herein.
The County's performance and obligation to pay under this Agreement is contingent upon a specific annual appropriation by the Alachua County Board of County Commissioners (“Board”). The Parties hereto understand that this Agreement is not a commitment of future appropriations. Therefore, the continuation of this Agreement beyond the end of any fiscal year shall be subject to both the appropriation and the availability of funds in accordance with Chapter 129, Florida Statutes, and that the failure of the Board to do so shall not constitute a breach or default of this Agreement.
2. Duties of the Contractor. The Contractor shall have and perform the following duties, obligations, and responsibilities to the County as provided in Exhibit “1.”
3. Representations and Warranties. By executing this Agreement, the Contractor makes the following express representations and warranties:
3.1. The Contractor is a professional qualified to perform the services described.
3.2. The Contractor warrants all the work performed by the Contractor is adequate and sufficient to meet the requirements and accomplish the purposes of the agreement.
3.3. The Contractor acknowledges that the County's review of the work performed in no way diminishes the Contractor’s warranty pertaining to the work performed.
4. Method of Payment. For all services actually, timely and faithfully performed, the Contractor will be paid as follows:
4.1. The Contractor shall be paid a sum not to exceed $__________________, for the initial term of the Agreement, allocated in the following manner:
4.2. As a condition precedent for any payment, the Contractor shall submit monthly, an invoice to the County requesting payment for services properly rendered and expenses due. The Contractor's invoice shall describe with reasonable particularity each service rendered, the date thereof, the time expended if such services were rendered pursuant to a fee and the person(s) rendering such service. The Contractor's invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought as the County may require. Each invoice shall constitute the Contractor's representation to the County that the services indicated in the invoice have reached the level stated, have been properly and timely performed as required herein, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all services provided have served a public purpose, that all obligations of the Contractor covered by prior invoices have been paid in full, and that the amount requested is currently due and owing, there being no reason known to the Contractor that payment of any portion thereof should be withheld. Submission of the Contractor’s invoice for final payment shall further constitute the Contractor's representation to the County that, upon receipt by the Contractor of the amount invoiced, all obligations of the Contractor to others, including its consultants, incurred in connection with the Project, will be paid in full. The Contractor shall submit invoices to the County at the following address:
Department
ATTN:
Address
Gainesville, FL XXXXX
4.3. All applications for payment shall be processed and paid in accordance with the provisions of Chapter 218, Part VII Florida Statutes (“Local Government Prompt Payment Act”), and shall be remitted to:
Contractor Name
Address
City/State/ZIP
Except as otherwise authorized in Section 4.1, the County shall not pay or reimburse the Contractor for any expenses incurred by the Contractor to perform the Work.
4.4. Reimbursable expenses will be paid by the County to the Contractor for the following services or costs outlined below. The Contractor will invoice for reimbursable services or costs on a monthly basis. Amounts invoiced for reimbursement shall include back-up documentation. Any reimbursement for travel expenses will be in accordance with §112.061, Florida Statutes
4.4.1. Expenses for travel when traveling in connection with the Project, based on §112.061(7) and (8), Florida Statutes, or their successor and with the prior approval of the County.
4.4.2. Fees paid for securing approval of authorities having jurisdiction over the Project.
4.4.3. Actual expense of reproductions, postage and handling of drawings and specifications.
4.4.4. If authorized in writing in advance by the County, the cost of other expenditures made by the Contractor in the interest of the Project provided such expenditures are in accordance with the Scope of Services and Work Order as approved by the County.
OR
4.4 Except as otherwise authorized in Section 4.1, the County shall not pay or reimburse the Contractor for any expenses incurred by the Contractor to perform the Work.
IF SERVICES PROVIDED BY CONRACTOR ARE EXEMPT UNDER THE ALACHUA COUNTY MINIMUM WAGE ORDINANCE, DELETE PARAGRAPH 5 BELOW
5. Alachua County Minimum Wage:
5.1. The Work performed through this Agreement is considered covered services under Chapter 22, Article III, of the Alachua County Code of Ordinances (“Wage Ordinance”), which establishes a government minimum wage for certain contractors and subcontractors providing selected services to Alachua County government. “Covered Employees,” as defined in Sec. 22.45 of the Wage Ordinance, are those employees directly involved in providing covered services pursuant to this Agreement.
5.2. Current required Alachua County Government Minimum Wage is $18.00 per hour when health benefits are provided at the equivalent value of $2.00 per hour and $ 20.00when health benefits are not provided (collectively, the “Minimum Wage”).
5.3. The County may amend the applicable Minimum Wage on or before October 1st of each year.
5.4. The Contractor must provide certification, Exhibit 4, to the County that it pays each of its employees the Alachua County Government Minimum Wage, as well as ensuring that it will require the same of its subcontractors throughout the duration of the Agreement
5.5. The Contractor shall prominently display a copy of the Wage Ordinance where it is easily seen by covered employees and supply to covered employees upon request. Additionally, the Contractor is responsible to make any person submitting a bid for a subcontract for covered services aware of the requirements
5.6. Failure to comply with the provisions of the Wage Ordinance will be deemed a breach of contract and authorize the County to withhold payment of funds in accordance with Chapter 218, Florida Statues.
5.7. The Contractor will include the necessary provisions in subcontracts to ensure compliance. However, the County shall not be deemed a necessary, or indispensable, party in any litigation between the contractor and subcontractor
6. Duties of the County. The County shall have and perform the duties, obligations, and responsibilities to the Contractor as provided in Exhibit “2”
7. Personnel. (OPTIONAL)
7.1. The Contractor will assign only qualified personnel to perform any service concerning this Agreement. At the time of execution of this Agreement, the parties anticipate the following parties will perform those functions indicated:
NAME FUNCTION
(list) (list)
7.2. So long as the individuals named above remain actively employed or able to be retained by the Contractor, they shall perform the functions indicated next to their names. The _________________ (manager) may authorize changes to this list in writing.
8. Notice. Except as otherwise provided in this Agreement, all notices to be provided under this Agreement from either party to the other party must be by one of the following methods: (i) in writing and sent by certified mail, return receipt requested, (ii) by personal delivery with receipt, or (iii) via electronic mail. All notices shall be deemed two (2) business days after mailing, unless deliver is by personal deliver in which case delivery shall be deemed to occur upon actual receipt by the other party. For purposes of all notices, Contractor’s and County’s representatives are:
County:
Title
Department
PO Box
Gainesville, FL, ZIP
Contractor:
Corporate Name
Address
City/State/Zip
ATTN: ___________________________
A copy of any notice, request or approval to the County must also be sent to:
J.K. “Jess” Irby, Esq. Procurement Division
Clerk of the Court 12 SE 1st Street
12 SE 1st Street and Gainesville, Florida 32601
Gainesville, FL 32602 Attn: Contracts/Grants
ATTN: Finance and Accounting
9. Default and Termination.
9.1. The failure of the Contractor to comply with any provision of this Agreement will place the Contractor in default. Prior to terminating the Agreement, the County will notify the Contractor in writing. This notification will make specific reference to the provision which gave rise to the default. The County will give the Contractor seven (7) days to cure the default. The ______________________ is authorized to provide written notice of default on behalf of the County, and if the default situation is not corrected within the allotted time the __________________________ is authorized to provide final termination notice on behalf of the County to the Contractor.
9.2. The County may also terminate the Agreement without cause by providing written notice to the Contractor (hereinafter, “Termination for Convenience”). The County Manager is authorized to provide written notice of Termination for Convenience on behalf of the County. Upon such notice, Contractor will immediately discontinue all Work affected (unless the notice directs otherwise) and deliver to the County all data, drawings, specifications, reports, estimate, summaries, and such other information and materials as may have been accumulated by the Contractor in performing this Agreement, whether completed or in process. In the event of such Termination for Convenience, Contractor’s recovery against County shall be limited to that portion of the Annual Contract Price earned through the date of termination, but Contractor shall not be entitled to any other or further recovery against County, including, but not limited to, damages, consequential or special damages, or any anticipated fees or profit on portions of the Work not performed.
9.3. If funds to finance this Agreement become unavailable, the County may terminate the Agreement with no less than twenty-four (24) hours’ notice in writing to the Contractor. The County will be the final authority as to the availability of funds. The County will pay the Contractor for all Work completed prior to delivery of notice of termination. In the event of such Termination, Contractor’s recovery against County shall be limited to that portion of the Annual Contract Price earned through the date of termination, but Contractor shall not be entitled to any other or further recovery against County, including, but not limited to, damages, consequential or special damages, or any anticipated fees or profit on portions of the Work not performed.
10. Project Records.
10.1 General Provisions:
10.1.1 Any document submitted to the County may be a public record and is open for inspection or copying by any person or entity. “Public records” are defined as all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency per §119.011(12), Florida Statutes. Any document is subject to inspection and copying unless exempted under Chapter 119, Florida Statutes, or as otherwise provided by law.
10.1.2 In accordance with §119.0701, Florida Statutes, the Professional or Contractor (referred hereinafter in all of the “Project Records” section collectively as “Professional”), when acting on behalf of the County, as provided under §119.011(2), Florida Statues, shall keep and maintain public records as required by law and retain them as provided by the General Record Schedule established by the Department of State. 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 unless exempted under Chapter 119, Florida Statutes, or as otherwise provided by law. Additionally, the Professional or Contractor shall provide the public records at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law.
10.1.3 Contractor shall 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 this Agreement and following completion of this Agreement if the Professional does not transfer the records to the County.
10.2 Confidential Information:
10.2.1 During the term of this Agreement or license, the Professional may claim that some or all of Professional’s information, including, but not limited to, software documentation, manuals, written methodologies and processes, pricing, discounts, or other considerations (hereafter collectively referred to as “Confidential Information”), is, or has been treated as confidential and proprietary by Professional in accordance with §812.081, Florida Statutes, or other law, and is exempt from disclosure under the Public Record Act. Professional shall clearly identify and mark Confidential Information as “Confidential Information” or “CI” and the County shall use reasonable efforts to maintain the confidentiality of the information properly identified by the Professional as “Confidential Information” or “CI.”
10.2.2 The County shall promptly notify the Professional in writing of any request received by the County for disclosure of Professional’s Confidential Information and the Professional may assert any exemption from disclosure available under applicable law or seek a protective order against disclosure from a court of competent jurisdiction. Professional shall protect, defend, indemnify, and hold the County, its officers, employees and agents free and harmless from and against any claims or judgments arising out of a request for disclosure of Confidential Information. Professional shall investigate, handle, respond to, and defend, using counsel chosen by the County, at Professional’s sole cost and expense, any such claim, even if any such claim is groundless, false, or fraudulent. Professional shall pay for all costs and expenses related to such claim, including, but not limited to, payment of attorney fees, court costs, and expert witness fees and expenses. Upon completion of this Agreement or license, the provisions of this paragraph shall continue to survive. Professional releases County from claims or damages related to disclosure by County.
10.3 Project Completion: Upon completion of, or in the event this Agreement is terminated, the Professional, when acting on behalf of the County as provided under §119.011(2), Florida Statues, shall transfer, at no cost, to the County all public records in possession of the Professional or keep and maintain public records required by the County to perform the service. If the Professional transfers all public records to the County upon completion or termination of the agreement, it must destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Professional keeps and maintains public records upon the completion or termination of the agreement all applicable requirements for retaining public records shall be met. All records stored electronically shall be provided to the County, upon request from the Counties custodian of public records, in a format that is compatible with the information technology systems of the County.
10.4 Compliance: A Professional who fails to provide the public records to the County within a reasonable time may be subject to penalties under §119.10, Florida Statues.
IF THE PROFESSIONAL OR CONTRACTOR HAS QUESTIONS REGUARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE COUNTY REPRESENTATIVE
11 Insurance. The Contractor will procure and maintain insurance throughout the entire term of this Agreement of the types and in the minimum amounts detailed in Exhibit “3”. A current Certificate of Insurance showing coverage of the types and in the amounts required is attached hereto as Exhibit “3-A”
12 Permits. The Contractor will obtain and pay for all necessary permits, permit application fees, licenses, or any fees required.
13 Laws & Regulations. The Contractor will comply with all laws, ordinances, regulations, and building code requirements applicable to the work required by this Agreement. The Contractor is presumed to be familiar with all state and local laws, ordinances, code rules and regulations that may in any way affect the work outlined in this Agreement. If the Contractor is not familiar with state and local laws, ordinances, code rules and regulations, the Contractor remains liable for any violation and all subsequent damages or fines.
14 Indemnification.
14.1 To the maximum extent permitted by Florida law, the Contractor shall indemnify and hold harmless the County and its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys’ fees, caused by the negligence, recklessness, or intentional wrongful misconduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. Contractor agrees that indemnification of the County shall extend to any and all Work performed by the Contractor, its subcontractors, employees, agents, servants or assigns.
14.2 The Contractors obligation to indemnify under this Article will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
14.3 This obligation shall in no way be limited in any nature whatsoever by any limitation on the amount or type of Contractor insurance coverage. This indemnification provision shall survive the termination of the Agreement between the County and the Contractor.
14.4 In any and all claims against the County or any of its agents or employees by any employee of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this Article shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor under workers' compensation acts, disability benefit acts or employee benefit acts.
14.5 Nothing contained herein shall constitute a waiver by the County of sovereign immunity or the provisions or limits of liability of §768.28, Florida Statutes.
15. Assignment of Interest. The Contractor and County recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the County. Therefore, the Contractor hereby assigns to the County any and all claims for such overcharges as to goods, material or services purchased in connection with the Agreement. However, for all other assignments, neither party will assign, convey, pledge, sublet, transfer or otherwise dispose any interest in this Agreement and shall not transfer any interest in same without prior written consent of the other party.
16. Successors and Assigns. The County and Contractor each bind the other and their respective successors and assigns in all respects to all of the terms, conditions, covenants, and provisions of this Agreement.
17. Independent Contractor. In the performance of this Agreement, the Contractor is acting in the capacity of an independent contractor and not as an agent, employee, partner, joint venturer, or associate of the County. The Contractor is solely responsible for the means, method, technique, sequence, and procedure utilized by the Contractor in the full performance of the agreement.
ALTERNATE
IF CONTRACTOR IS NOT COVERED BY WORKERS COMPENSATION
In the performance of this agreement, Contractor will be acting in the capacity of an independent contractor and not as an agent, employee, partner, joint venturer, or associate of the County. Contractor is solely responsible for the means, method, techniques, sequence, and procedure utilized by Contractor in the full performance of this agreement. Neither Contractor nor any of its employees, officers, agents or any other individual directed to act on behalf of Contractor for any act related to this Agreement shall represent, act, or purport to act, or be deemed to be the agent, representative, employee or servant of the County. For Independent Contractors outside the construction industry with fewer than four employees choosing not to secure worker’s compensation coverage under the Florida Worker’s Compensation Act, the Independent Contractor outside the construction industry verifies that it has posted clear written notice in a conspicuous location accessible to all employees, telling employees and others of their lack of entitlement to worker’s compensation benefits. Policies and decisions of Contractor, which may be represented by Contractor in performance of this Agreement, shall not be construed to be the policies or decision of the County.
18. Collusion. By signing this Agreement, the Contractor declares that this Agreement is made without any previous understanding, agreement, or connections with any persons, contractors, or corporations and that this Agreement is fair and made in good faith without any outside control, collusion, or fraud.
19. Conflict of Interest. The Contractor warrants that neither it nor any of its employees have any financial or personal interest that conflicts with the execution of this Agreement. The Contractor shall notify the County of any conflict of interest due to any other clients, contracts, or property interests.
20. Third Party Beneficiaries. This agreement does not create any relationship with, or any rights in favor of, any third party.
21. Severability. If any provision of this Agreement is declared void by a court of law, all other provisions will remain in full force and effect
22. Non Waiver. The failure of any party to exercise any right in this Agreement shall not be considered a waiver of such right.
23. Governing Law and Venue. This agreement is governed in accordance with the laws of the State of Florida. Venue shall be in Alachua County.
24. Attachments. All exhibits attached to this Agreement are incorporated into and made part of this Agreement by reference.
25. Amendments. The parties may amend this Agreement only by mutual written agreement of the parties.
26. Captions and Section Headings. Captions and section headings used herein are for convenience only and shall not be used in construing this Agreement.
27. Construction. This agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by one of the parties. It is recognized that both parties have substantially contributed to the preparation of this Agreement.
28. Counterparts. This agreement may be executed in any number of and by the different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. Receipt via fax or email with pdf attachment by a party or its designated legal counsel of an executed counterpart of this Amendment shall constitute valid and sufficient delivery in order to complete execution and delivery of this Amendment and bind the parties to the terms hereof.
29. Entire Agreement. This agreement constitutes the entire agreement and supersedes all prior written or oral agreements, understandings, or representations.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed for the uses and purposes therein expressed on the day and year first above-written.
ALACHUA COUNTY, FLORIDA
By:
___________________________, Chair
Board of County Commissioners
Date: ____________________________
IF CONTRACT IS LESS THAN $50,000 CAN BE SIGNED BY COUNTY MANAGER
ATTEST: APPROVED AS TO FORM
J.K. “Jess” Irby, Esq., Clerk Alachua County Attorney's Office
(SEAL)
IF SIGNED BY COUNTY MANAGER
CLERK DOES NOT ATTEST AND
SIGNATURE BLOCK IS REMOVED
PROFESSIONAL
ATTEST (By Corporate Officer)
By: By:
Print: Print:
Title: Title:
Date: ________________________________
INCORPORATED OR ARE OTHERWISE NOT A NATURAL PERSON, PLEASE PROVIDE A CERTIFICATE OF INCUMBANCY AND AUTHORITY, OR A CORPORATE RESOLUTION, LISTING THOSE AUTHORIZED TO EXECUTE CONTRACTS. IF A NATURAL PERSON, THEN YOUR SIGNATURE SHOULD BE NOTARIZED. SAMPLE FORMATS FOR NOTARY ARE AVAILABLE ON THE INTRANET UNDER THE PURCHASING/PROCUREMENT SECTION.
EXHIBIT 1: SCOPE OF SERVICES
EXHIBIT 2: DUTIES OF THE COUNTY
EXHIBIT 3: INSURANCE REQUIREMENTS
EXHIBIT 3-A: CERTIFICATE OF INSURANCE
EXHIBIT 4: Certification of Meeting Alachua County Wage Ordinance
The undersigned certifies that all employees, contracted and subcontracted, completing services as part of this Agreement are paid, and will continue to be paid, in accordance with Chapter 22, Article III of the Alachua County Code of Ordinance (“Wage Ordinance”).
Corporate Name:
Address
City/State/Zip
Phone Number
Point of Contact____________________
Project Description:
CONTRACTOR
ATTEST (By Corporate Officer)
By: By:
Print: Print:
Title: Title:
Date: __________________
INCORPORATED OR ARE OTHERWISE NOT A NATURAL PERSON, PLEASE PROVIDE A CERTIFICATE OF INCUMBANCY AND AUTHORITY, OR A CORPORATE RESOLUTION, LISTING THOSE AUTHORIZED TO EXECUTE CONTRACTS. IF A NATURAL PERSON, THEN YOUR SIGNATURE SHOULD BE NOTARIZED. SAMPLE FORMATS FOR NOTARY ARE AVAILABLE ON THE INTRANET UNDER THE PURCHASING/PROCUREMENT SECTION
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the contractor, his agents, representatives, employees or subcontractors.
I. COMMERCIAL GENERAL LIABILITY.
Coverage must be afforded under a per occurrence form policy for limits not less than $1,000,000 General Aggregate, $1,000,000 Products / Completed Operations Aggregate, $1,000,000 Personal and Advertising Injury Liability, $1,000,000 each Occurrence, $50,000 Fire Damage Liability and $5,000 Medical Expense.
II. AUTOMOBILE LIABILITY.
Coverage must be afforded including coverage for all Owned vehicles, Hired and Non-Owned vehicles for Bodily Injury and Property Damage of not less than $1,000,000 combined single limit each accident.
III. WORKERS COMPENSATION AND EMPLOYER’S LIABILITY.
A. Coverage to apply for all employees at STATUTORY Limits in compliance with applicable state and federal laws; if any operations are to be undertaken on or about navigable waters, coverage must be included for the USA Longshoremen & Harbor Workers Act.
B. Employer’s Liability limits for not less than $100,000 each accident; $500,000 disease policy limit and $100,000 disease each employee must be included.
IV. POLLUTION LIABILITY.
A. Pollution Liability must be afforded for Bodily Injury and Property Damage of not less than $1,000,000 each claim.
B. When this contract includes the pick-up, transportation or disposal of hazardous wastes as governed under title 40 or 49 of the Code of Federal Regulations, the transporter’s Automobile Insurance shall be endorsed to include the ICC Form MSC90 (Motor Carrier Act of 1980) and the ISO Form CA 9948 (Pollution Liability-Broadened Coverage for Covered Autos-Business Autos and Truckers coverage Forms)
V. CYBER LIABILITY COVERAGE (when applicable)
Vendor shall procure and maintain for the life of the contract in an amount not less than $1,000,000 per loss for negligent retention of data as well as notification and related costs for actual or alleged breaches of data.
Technology/Professional Liability: with limits of $1 million. Coverage is for the life of the contract and must continue for five (5) years after contract expiration. This coverage must include Cyber Liability coverage for negligent retention of data as well as notification and related costs for actual or alleged breaches of data.
VI. OTHER INSURANCE PROVISIONS The policies are to contain, or be endorsed to contain, the following provisions:
A. Commercial General Liability and Automobile Liability Coverages
1. The Alachua County Board of County Commissioners, its officials, employees and volunteers are to be covered as an Additional Insured as respects: Liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor.
2. The Contractor’s insurance coverage shall be considered primary insurance as respects the County, its officials, employees and volunteers. Any insurance or self-insurance maintained by the County, its officials, employees or volunteers shall be excess of Contractor’s insurance and shall be non-contributory.
B. All Coverages
The Contractor shall provide a Certificate of Insurance to the County with a notice of cancellation. The certificate shall indicate if cover is provided under a “claims made” or “per occurrence” form. If any cover is provided under a claim made from the certificate will show a retroactive date, which should be the same date of the contract (original if contact is renewed) or prior.
VII. SUBCONTRACTORS
Contractors shall include all subcontractors as insured under its policies. All subcontractors shall be subject to the requirements stated herein.
CERTIFICATE HOLDER: Alachua County Board of County Commissioners
Email certificate to : Public Works - jflegert@alachuacounty.us
The County must be identified as an “Additional Insured” in either the Description of Operations section or elsewhere on the Certificate. While the contract may call for elaborate “additional insured” wording a Certificate stating that “The Alachua County Board of County Commissioners, its officials, employees and volunteers are to be covered as an Additional Insured as respects: Liability arising out of activities performed by or on behalf of the Vendor; products and completed operations of the Vendor; claims arising out of the condition of the land; or automobiles owned, leased, hired or borrowed by the Vendor.” is acceptable. It is the County itself rather than the department that must be listed as the “additional insured.”
An bidder, entity or affiliate who has been placed on any of the list's below may not respond to solicitation.
Convicted Vendor List
Suspended Vendor List
Discriminatory Vendor List
Scrutinized List of Prohibited Companies
Federal Excluded Parties List
Lists are available at the following Department of Management Services site:
No interpretation of the bid will be made to any interested Bidder orally. Any request from a Bidder for interpretation about this ITB, its attachments or its related documents must be made in writing, via the question and answer tab. Any interpretation to a Bidder will be made only by addendum; duly issued , and a copy of such addendum will be posted to the Public Portal. Oral answers will not be authoritative. Addenda, questions, and answers so issued shall become part of this ITB.
Addenda Notification: Bidders are required to register for an account via the County's e-Procurement Public Portal. Once Bidder has completed registration, you will receive addenda notifications to your email by clicking “Follow” on this project. It is sole responsibility of each Bidder to periodically check the site for any addenda and further notices issued at https://secure.procurenow.com/portal/alachuacounty. Failure to receive or review an addenda or notice by the Bidder is not the fault of the County or County staff.
AGREEMENT FOR PROFESSIONAL SERVICES FOR
______________ PROJECT
NO. (#) [CCNA]
This Agreement (“Agreement”) is made by and between Alachua County, Florida, a political subdivision and charter county of the State of Florida, by and through its Board of County Commissioners (the “County”) and _____________________________, a (Business Entity Type) which is authorized to do business in the State of Florida ("Professional"), who are collectively referred to as the “Parties”, for professional services.
WITNESSETH:
WHEREAS, the County publicly issued a request for qualifications (RFQ) or a request for proposal (RFP) seeking to hire a qualified professional to provide design and architectural management over the ______________________________ (description of project or building); and
WHEREAS, in such solicitation process the County complied with the requirements of the Consultants’ Competitive Negotiation Act, F.S. § 287.055 (“CCNA”); and
WHEREAS, after evaluating and considering all timely responses to the solicitation, the County identified Professional as top ranked firm; and
WHEREAS, the Professional is qualified and is willing to provide the County with the work and professional services as set forth herein; and
WHEREAS, the County desires to engage Professional to provide the professional services described herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt of which is acknowledged, the County and Professional agree as follows:
1. Recitals. The foregoing recitals are incorporated herein.
2. Scope. In accordance with the terms and conditions of this Agreement, County engages Professional to provide professional services for the ______________ (describe the general scope of the project located at ______________________ (hereinafter referred to as the “Project”). The Professional agrees to provide architectural, site evaluation, engineering and planning services to design the Project in accordance with and more specifically stated in the Scope of Services attached hereto as Exhibit “1” and incorporated herein (“Services”) for and as needed by the County. Professional acknowledges that time is of the essence completing the Services. The County reserves the right to make changes to the Scope of Services, including alterations, reductions or additions. If the Count elects to make a change, the County shall initiate a written modification which must be in writing and executed by both the Parties.
3. Term. This Agreement is effective on the day the last Party signs it (“effective date”) and continues for a period of __ years from the effective date, or until this Agreement is earlier terminated as provided herein.
4. Definitions: For purposes of this Agreement, the following definitions apply:
A. Construction Documents: Plans, drawings, specifications, approved changed orders, revisions, addenda, and other documents which set forth in detail and communicate the Project’s design, construction and administration of the construction contract for the Project.
B. Final Completion: The stage of construction when the work has been completed in accordance with the County’s Agreement for Construction of the Project and the County has received all Construction Documents for closeout of the work.
C. Substantial Completion: The stage of construction when the County can occupy or beneficially use of satisfactory completed work.
5. Qualifications and Representations. By executing this Agreement, Professional makes the following representations to County and agrees to the following:
A. Professional is qualified and has the skill, knowledge and expertise to provide the Services. Professional will maintain all certifications, permits, licenses, and other authorizations necessary to act as a professional and to provide the Services during the term of this Agreement.
B. Professional will perform the Services with the skill and care which would be exercised by a qualified professional performing similar services at the time and place such Services are performed. If failure to meet these standards results in a deficiency in the Services or the related tasks or designs, Professional will, at his/her/its own cost and expense, re-do the Services to correct the deficiency, and Professional shall be responsible for any and all consequential damages to the County arising from the deficiency.
C. Professional is familiar with the Services and the specifications and the conditions of the site and location of the Project.
D. Professional will prepare deliverables required by this Agreement, including but not limited to Contract Documents, in such a manner that they shall be accurate, coordinated and in compliance with applicable federal, state, and local law, codes, and regulations. The Parties agree that the County’s review of the deliverable in no way diminishes the Professional’s warranty pertaining to the deliverables.
E. Professional will attend scheduled meetings required by the County for the Project and related to administration of this Agreement, including any those with staff from County departments and offices and other stakeholders. Meeting protocols and obligations for before construction are included in the Scope of Services, Exhibit “1”.
F. Professional will coordinate, cooperate, and work with any other consultants and contractors retained by the County. The Parties acknowledge that there is nothing in this Agreement that precludes County from retaining other professionals for similar or same Services or from independently performing the Services provided under this Agreement on its own.
G. Pursuant to and to the extent Section 558.0035, Florida Statutes is applicable, AN INDIVIDUAL EMPLOYEE OR AGENT OF PROFESSIONAL MAY NOT BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM NEGLIGENCE OCCURRING WITHIN THE SCOPE OF SERVICES PROVIDED IN THIS AGREEMENT.
6. Payments.
A. For the timely and complete performance of the Services described in this Agreement, the County agrees to pay and Professional will accept, an amount not to exceed of sum of $____________________________________, arrived at utilizing the rates contained in the Payment Schedule attached hereto as Exhibit “2” and incorporated herein by this reference. Other than the rates and fees listed in Exhibit “2” Professional shall not be entitled to payment for any other expenses, fees, or costs that may incur at any time and in connection with its/her/his performance hereunder.
B. As a condition precedent for any payment, Professional shall submit monthly invoices to the County, on or about the same day each month, requesting payment for Services properly rendered and expenses due. Professional shall submit invoices to the County at the following address, unless otherwise directed by the County:
Alachua County Facilities Department
Attn: Facilities Manager
12 SE 1st Street
Gainesville, Florida 32601
C. Professional's invoice must describe the Services rendered, the date performed and the person(s) rendering such Services. Professional's invoice shall be accompanied by documentation or data in support of expenses, as the County may require. Each invoice shall constitute the Professional's representation to the County that the Services listed have reached the level stated, have served a public purpose, have been properly and timely performed, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all obligations of Professional covered by prior invoices have been paid in full, and that the amount requested is currently due and owing. Submission of the Professional’s invoice for final payment shall further constitute the Professional's representation to the County that, upon receipt by the Professional of the amount invoiced, all obligations of the Professional to others, including its consultants and subcontractors, will be paid in full.
D. The County will make payment to Professional for amounts properly invoiced, as set out below, and in accordance with the provisions of the Florida Prompt Payment Act, Chapter 218, Part VII, Florida Statutes.
E. In the event that the County becomes credibility informed that any representations of the Professional relating to payment are wholly or partially inaccurate, the County may withhold payment of sum then, or in the future, otherwise due to the Professional until the inaccuracy, and the cause thereof, is corrected to the County’s reasonable satisfaction.
F. Prior to the submission of requests for final payment, the County representative and the Professional will conduct a project close-out session with County staff, ensuring that the County is satisfied with the project. As a minimum, the close-out session should include: 1) Review of project documents; 2) Inventory of transmittals; 3) Review of punch list; and 4) Final joint site inspection, with User Group. In the event this section conflicts with a section of the Scope of Services on close-out, this Scope of Services section will prevail over this paragraph.
G. The County's performance and obligation to pay under this Agreement is contingent upon a specific annual appropriation by the Alachua County Board of County Commissioners (“Board”). The Parties hereto understand that this Agreement is not a commitment of future appropriations. Continuation of this Agreement beyond the term or the end of any County fiscal year shall be subject to both the appropriation and the availability of funds in accordance with Chapter 129, Florida Statutes; and that the failure of the Board to do so shall not constitute a breach or default of this Agreement.
H. In the event any part of this Agreement or the Services, is to be funded by Federal, State, or other local agency monies, Professional agrees to cooperate with County in order to assure compliance with all requirements of the funding entity applicable to the use of the monies, including providing access to and the right to examine relevant documents related to the Services and as specifically required by the granting agency, and receiving no payment until all required forms are completed and submitted.
6. Insurance. Professional will procure and maintain insurance throughout the entire term of this Agreement, including any renewals, of the types and in the minimum amounts detailed in Exhibit “3” attached hereto and incorporated herein. A copy of a current Certificate of Insurance (COI) showing coverage of the type and in the amounts required is attached hereto as Exhibit “3-A”.
7. Deliverables and Construction Documents.
A. Any and all Project Deliverables required by this Agreement to be prepared by Professional, such as, but not limited to, the Construction Documents and Project plans and specifications, will be done in such a manner that they shall be accurate, coordinated and adequate for the purposes intended. Professional represents that the Project Deliverables prepared under this Agreement will meet the requirements of all applicable federal, state and local codes, laws, rules and regulations and will be free from errors and omissions. The County’s review of the Project Deliverables in no way diminishes the Professional’s representations pertaining to the deliverables. All final plans and documents that are required by Florida Law to be endorsed and are prepared by Professional in connection with the Services shall bear the endorsement of a person in the full employment of the Professional or duly retained by Professional and duly licensed in the appropriate professional category.
B. All Project Deliverables and Construction Documents are the sole property of County and may be used by County for any purpose without restriction or limitation of use for this Project for the life of the facilities designed and constructed as part of the Project, and may be reproduced, used and published by the County for all purposes related to the Project, including but not limited to the permitting, construction, operation, maintenance, altering, repairing, remodeling and adding to the facilities designed and constructed as part of the Project.
C. The County may allow its construction manager, contractors, consultants, and subcontractors, to reproduce applicable portions of the Deliverable, solely and exclusively for use in performing services or construction for this Project.
8. Permits. Professional will obtain, maintain, and pay for all necessary permits, permit application fees, licenses or any fees required for performing the Services, except for the building permit(s) which may be the responsibility of the Construction Manager and the County.
9. Inspections. County may have one or more representatives visit the site of the Project from time to time, or on a full-time basis, as the construction progresses. Professional shall not interfere with the functions of said representatives and will cooperate and work with said representatives. No action or failure to act by a representative shall relieve Professional from any of its Services or obligations hereunder.
10. Personnel. Professional will secure at its own expense all necessary personnel to perform the Services. Such personnel shall not be employees of the County. Professional will assure that all Professional’s personnel who perform the Services, or perform any part of the Services, are competent, reliable and experienced to perform their assigned task timely and satisfactory. Barring illness, accident and other unforeseeable events, the Parties anticipate the following individuals, who are employed or retained by Professional, will perform the Services:
Name
In the event a person above is no longer going to provide the Services or Professional intends to substitute personnel listed above, Professional will notify the County. Professional will propose to the County a different person with equal or higher qualifications. A modification of the above personnel list does not require an amendment to this Agreement. At the discretion and upon request of the County Manager or his/her designee, Professional will cease having a named employee provide Services to the County under this Agreement. The County reserves the right to terminate this Agreement due to a change in Professional’s personnel.
The Parties acknowledge that Professional may contract or otherwise retain the services of consultants, subcontractor or other professional (collectively, the “Consultants”) to assist it in performing any of its services under this Agreement. Professional agrees, represents and warrants that shall include a provision in its agreements with its Consultants that the Consultants owe a duty to the County regarding the performance of Consultants’ services to Professional, and that the County is an intended third-party beneficiary of said agreement.
11. Alachua County Minimum Wage. If, as determined by County, the Services to be performed under this this Agreement are ‘Covered Services’, as defined under the Alachua County Government Minimum Wage Ordinance (“Wage Ordinance”), then during the term of this Agreement and any renewals, Professional shall pay its ‘Covered Employees’, as defined in the Wage Ordinance, no less than the Alachua County Government Minimum Wage (“Minimum Wage”), as may be amended by the County. Professional will require the same of its subcontractors and subconsultants who provide the Services. If applicable, Professional will certify this understanding, obligation, and commitment to County through a certification, a copy of which is attached hereto as Exhibit “4”. Professional will (a) post a copy of the Minimum Wage Rate in a prominent place of its principal place of business where it is easily seen by Covered Employees; (b) supply a copy to any Covered Employee upon request; (c) make any person submitting a bid for a subcontract for Covered Services aware of these requirements; and (d) include the necessary provisions in subcontracts to ensure compliance. The County shall not be deemed a necessary, or indispensable, party in any litigation between Professional and subcontractor. At this time of execution of this Agreement, the prevailing Minimum Wage is as follows, which is subject to change during the term of this Agreement, and will be applicable without necessary of amendment to this Agreement:
$18.00 per hour with qualifying health benefits amounting to at least $2.00 per hour $20.00 per hour without health benefits
If applicable to the Services under this Agreement and to Professional, failure to comply with the provisions of the Wage Ordinance will be deemed a breach this Agreement and County is authorized to withhold payment of funds in accordance with Alachua County Code and Chapter 218, Florida Statutes.
11. Default and Termination.
A. Termination for Default: The failure of Professional to comply with any provision of this Agreement will place Professional in default. If Professional is in default or fails to perform in accordance with the terms or conditions of this Agreement, the County may provide a written notice of default. The County Manager and his/her designee is authorized to provide notice of default on behalf of County and notice may be sent electronically. If the default is not corrected within the allotted time as specifically provided in the notice of default, the County Manager is authorized to provide Professional with written notice of termination of this Agreement on behalf of County. The effective date of termination of this Agreement will be the date specified in the notice of termination or, if date specified in the notice, then the effective date of termination will be the date that the notice of termination is received by the Professional.
B. Termination for Convenience: County may terminate the Agreement without cause by providing written notice of termination for convenience to the Professional. County Manager and his/her designee is authorized to provide notice of termination on behalf of the County. Notice may be electronically given. Upon such notice, Professional will immediately discontinue all Services for the County currently or to be provided to the County, unless the notice from the County directs otherwise. The effective date of termination of this Agreement will be the date specified in the notice of termination or, if date specified in the notice, then the effective date of termination will be the date that the notice of termination is received by the Professional.
C. Termination for Unavailability of Funding: If funds to finance this Agreement become unavailable, as determined by the County, County may terminate this Agreement upon written notice to Professional. County Manager and his/her designee is authorized to provide notice of termination on behalf of the County. Notice may be electronically given. The effective date of termination of this Agreement will be the date specified in the notice of termination or, if date specified in the notice, then the effective date of termination will be the date that the notice of termination is received by the Professional.
D. Upon termination of this Agreement, the County may obtain the Services from any other sources, firms, and individuals, and may use any method deemed in the County’s best interest. Upon notice of termination, unless otherwise directed by the County in writing, the Professional will (a) stop work on the termination date, (b) transfer all Services in process to the County, (c) deliver to County all data, drawings, specifications, reports, estimates, summaries, and other records as may have been accumulated by Professional in performing this Agreement, whether completed or in draft and (d) . In the event of termination, Professional’s recovery against County shall be limited to that portion of this Agreement amount earned for Services done up to the date of termination. Professional shall not be entitled to any other or further recovery against County, including, but not limited to, damages, consequential or special damages, or any anticipated fees or profit on portions of the Services not performed.
12. Indemnification. PROFESSIONAL HEREBY WAIVES AND RELEASES, AND AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS ALACHUA COUNTY AND ITS BOARD OF COUNTY COMMISSIONERS, OFFICERS, EMPLOYEES, VOLUNTEERS, AND ATTORNEYS (COLLECTIVELY “ALACHUA COUNTY”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PENALTIES, EXPENSES, AND CAUSES OF ACTION OF ANY AND EVERY DESCRIPTION, AND DAMAGES, INCLUDING ATTORNEYS’ FEES AND COSTS, BROUGHT AGAINST ALACHUA COUNTY RESULTING FROM ANY ACCIDENT, INCIDENT OR OCCURRENCE ARISING OUT OF OR IN CONNECTION WITH AN ACT, ERROR OR OMISSION OF PROFESSIONAL OR PROFESSIONAL’S EMPLOYEES, OFFICERS, AGENTS, ASSIGNS OR SUBCONTRACTORS IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES SET FORTH IN THIS AGREEMENT, INCLUDING ATTACHED EXHIBITS, OR FROM PROFESSIONAL’S ENTRY ONTO ALACHUA COUNTY’S PROPERTY AND ANY AND ALL IMPROVEMENTS THEREON. This obligation shall in no way be limited in any nature by any limitation on the amount or type of Professional’s insurance coverage. In the event the County is alleged to be liable on account of alleged acts or omissions, or both, of Professional or Professional’s employees, representatives or agents, then Professional will investigate, respond to and provide a defense for any allegations and claims, at Professional’s sole costs and expense. Furthermore, Professional will pay all costs, fees and other expenses of any defense, including but not limited to, all attorneys' fees, court costs and expert witness fees and expenses. Professional and County will jointly cooperate with each other in the event of any litigation, including any request for documentation. This indemnification provision will survive the termination of this Agreement. Nothing contained herein shall constitute a waiver by the County of sovereign immunity or the provisions or limitation of liability of §768.28, Florida Statutes, as may be amended.
13. Notice. Except as otherwise provided in this Agreement, any notice from either Party to the other Party must be in writing and delivered by hand delivery with receipt or sent by certified mail, return receipt requested, to the addresses below. All notices will be deemed delivered five (5) business days after mailing. Each Party may change its mailing address by giving the other Party, written notice of election to change the address.
To Professional:
To County:
cc: With a copy electronically sent to:
Alachua County Procurement, Attn: Contracts
acpur@alachuacounty.us
Clerk of Court, Attn Finance & Accounting
dmw@alachuaclerk.org
14. Other Services. Upon request of the County, the Professional shall testify in any legal proceeding or deposition, concerning the design and construction of the Project, and the shall make available to the County any personnel or consultants employed or retained by the Professional for the purpose of reviewing, studying, analyzing or investigating any claims, contentions, allegations, or actions relating to, or arising out of, the design or construction of the Project at an hourly rate based on the schedule attached in Exhibit “2”. Also at the request the County, the Professional agrees to provide additional services as may not be clearly set forth in the Construction Documents, such as: all appropriate and advisable project testing requirements including, without limitation, geotechnical, Hazardous Substance, structural, chemical, electrical or mechanical tests and investigations and construction materials testing, and prepare scopes of work, including preliminary testing parameters for geotechnical work, soil borings and load tests for soil bearing capacity, to assist the County in securing all necessary project testing and evaluate such test results, and assist in implement design energy and environmental designs or obtaining energy efficient certifications.
15. Standard Clauses.
A. Public Records. In accordance with §119.0701, Florida Statutes, Professional, when acting on behalf of the County, shall keep and maintain ‘public records’ as required by Florida law, and shall:
1. Keep and maintain public records required by the County to perform the service.
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 Florida law 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 term of this Agreement and following completion of the Agreement if Professional does not transfer the records to the County.
4. Upon completion of the Agreement, transfer, at no cost, to the County all public records in possession of Professional or keep and maintain public records required by the County to perform the Service. If Professional transfers all public records to the County upon completion of the Agreement, Professional shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Professional keeps and maintains public records upon completion of the Agreement, Professional 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 County’s information technology systems.
IF PROFESSIONAL HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROFESSIONAL’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE COUNTY’S PUBLIC RECORDS CUSTODIAN AT publicrecordsrequest@alachuacounty.us OR (352) 264-6906 OR 12 SE 1ST STREET, GAINESVILLE, FL 32601.
If Professional fails to comply with this section, Professional will be deemed in default under this Agreement. The County may enforce as set forth in §119.0701, Florida Statutes. Professional who fails to provide the public records in response to a request within a reasonable time may be subject to penalties imposed under §119.10, Florida Statute, and costs of enforcement, including fees, under §119.0701 and §119.12, Florida Statutes.
Professional will take reasonable measures to protect, secure and maintain any data held by Professional in an electronic form that is or contains exempt, confidential, personal information or protected information, as defined by Florida or federal law, related to or in connection with performance of the Services. If Professional suspects or becomes aware of a security breach or unauthorized access to such data by a third party, Professional shall immediately notify the County in writing and will work, at Professional’s expense, to prevent or stop the data breach.
B. Confidential Information. During the term of this Agreement, Professional may claim that some of Professional’s information, including, but not limited to, software documentation, manuals, written methodologies and processes, pricing, discounts, or other considerations (hereafter collectively referred to as “Confidential Information”), is, or has been treated as confidential and proprietary by Professional in accordance with §812.081, Florida Statutes, or other law, and is exempt from disclosure under the Florida’s public record laws. Professional shall clearly identify and mark Confidential Information as “Confidential Information” or “CI” and the County shall use reasonable efforts to maintain the confidentiality of the Confidential Information that is clearly identified by Professional. County will promptly notify Professional in writing if the County receives a request for disclosure of Professional’s Confidential Information. Professional may assert any exemption from disclosure available under applicable law or seek a protective order against disclosure from a court of competent jurisdiction. Professional shall protect, defend, indemnify, and hold harmless Alachua County and its commissioners, officers and employees from and against any claims, actions and judgments arising out of a request for disclosure of Confidential Information or relating to violation or infringement of trademark, copyright patent, trade secret or intellectual property right; however, the foregoing obligation shall not apply to County's misuse or modification of Professional’s Confidential Information in a manner not contemplated by this Agreement. Professional shall investigate, handle, respond to, and defend, at Professional’s sole cost and expense, any such claim, even if any such claim is groundless, false, or fraudulent. Professional shall pay for all costs and expenses related to such claim, including, but not limited to, payment of attorneys’ fees, costs and expenses. If Professional is not reasonably able to modify or otherwise secure for the County the right to continue using the good or product, Professional shall remove the product and refund the County the amounts paid in excess of a reasonable rental for past use. Upon completion of this Agreement, the provisions of this paragraph shall continue to survive. Professional releases the County from claims or damages related to disclosure by the County.
C. Laws & Regulations. Professional will comply with all federal, state, and local laws, ordinances, regulations, rules and code requirements applicable to the work required by this Agreement. Professional is presumed to be familiar with all laws, ordinances, regulations, and rules that may in any way affect the work outlined in this Agreement. If Professional is not familiar with laws, ordinances, rules and regulations, Professional remains liable for any violation and all subsequent damages, penalties, or fines.
D. Governing Law and Venue. The laws of the State of Florida shall govern this Agreement and the duties and obligations stated within this Agreement. Sole and exclusive venue for all actions arising under this Agreement shall be in a court of competent jurisdiction in and for Alachua County, Florida.
E. Amendment and Assignment. The Parties may only modify or amend this Agreement by a mutual written agreement of the Parties. Neither Party will assign or transfer any interest in this Agreement without prior written consent of the other Party. The County and Professional each bind the other and their respective successors and assigns in all respects to all of the terms, conditions, covenants, and provisions of this Agreement.
F. Additional Services. Additional services not specifically identified in this Agreement may be added to the Agreement upon execution of a written amendment by the Parties.
G. Third Party Beneficiaries. This Agreement does not create any relationship with, or any rights in favor of, any third party or any person who is not a party to this Agreement.
H. Independent Contractor. In the performance of this Agreement, Professional is acting in the capacity of an independent contractor and not as an agent, employee, partner, joint venturer, or associate of the County. Professional is solely responsible for the means, method, technique, sequence, and procedure utilized by Professional and its employees in the full performance of the Services referenced in this Agreement. The Professional does not have the power or authority to bind the County in any promise, agreement or representation.
I. E-Verify. Professional shall utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Professional during the term of the Agreement. Professional shall expressly require any subcontractors performing work or providing Services under this Agreement to utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the term of this Agreement. The E-Verify system is located at https://www.uscis.gov/E-Verify
J. Conflict of Interest. Professional warrants that neither Professional nor any of Professional’s employees have any financial or personal interest that conflicts with the execution of this Agreement. The Professional shall notify County of any conflict of interest due to any other clients, contracts, or property interests.
K. Prohibition Against Contingent Fees. As required by §287.055(6), Florida Statutes, the Professional warrants that he or she has not employed or retained any company or person, other than a bona fide employee working solely for the Professional to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Professional any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. If Professional breaches this provision, the County has the right to termination this Agreement without liability, and at the County’s discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration.
L. Force Majeure. The Parties will exercise every reasonable effort to meet their respective duties under this Agreement but will not be liable for delays resulting from force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government laws or regulation, acts of nature, fires, strikes, national disasters, pandemics, wars, riots, transportation problems and any other cause whatsoever beyond the reasonable control of the Parties. Any such cause will reasonably extend the performance of the delayed duty to the extent of the delay so incurred and so agreed by the Parties.
M. Public Entity Crimes. A person or affiliate who has been placed on the convicted vendor list following a conviction of a public entity crime may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity in excess of the threshold amount provided in Florida Statutes, Section 287.017 for Category Two for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.
N. Collusion. By signing this Agreement, Professional declares that this Agreement is made without any previous understanding, agreement, or connections with any persons, professionals or corporations and that this Agreement is fair, and made in good faith without any outside control, collusion, or fraud.
O. Counterparts. This Agreement may be executed in any number of and by the Parties on separate counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. Receipt via email with pdf attachment by a party or its designated legal counsel of an executed counterpart of this Agreement shall constitute valid and sufficient delivery in order to complete execution and delivery of this Agreement and bind the Parties to the terms hereof.
P. Severability and Ambiguity. It is understood and agreed by the Parties that if any of the provisions of the Agreement shall contravene or be invalid under the laws of the State of Florida, such contravention or invalidity shall not invalidate the entire Agreement, but it shall be construed as if not containing the particular provision(s) held to be invalid, and the rights and obligations of the Parties shall be construed and enforced accordingly. This Agreement shall not be construed more strictly against one Party than against the other Party, merely due to fact that it may have been prepared by one of the Parties. Each Party represents and agrees that it has had the opportunity to seek the advice of appropriate professionals, including legal counsel, in the review and execution of this Agreement.
Q. Electronic Signatures. The Parties agree that an electronic version of this Agreement shall have the same legal effect and enforceability as a paper version. The Parties further agree that this Agreement, regardless of whether in electronic or paper form, may be executed by use of electronic signatures. Electronic signatures shall have the same legal effect and enforceability as manually written signatures. Delivery of this Agreement or any other document contemplated hereby bearing a manual written or electronic signature, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
R. Entire Agreement. This Agreement constitutes the entire Agreement and supersedes all prior written or oral agreements, understandings, or representations of the Parties.
S.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the respective dates under each signature: the County, through the Chair of the Board of County Commissioners, who is authorized to sign and by Professional, through its duly authorized representative.
PROFESSIONAL
By:
Print:
Title:
Date: _______________________________
IF THE PROFESSIONAL IS NOT A NATURAL PERSON, PLEASE PROVIDE A CERTIFICATE OF INCUMBENCY AND AUTHORITY, OR A CORPORATE RESOLUTION, LISTING THOSE AUTHORIZED TO EXECUTE CONTRACTS ON BEHALF OF YOUR ORGANIZATION. IF ARE A NATURAL PERSON, THEN YOUR SIGNATURE MUST BE NOTARIZED.
ALACHUA COUNTY, FLORIDA
By:
___________________________, Chair
Board of County Commissioners
Date: __________________________
ATTEST Approved as to form:
J.K. “Jess” Irby, Esq., Clerk Alachua County Attorney's Office
(SEAL)
** Subject to change based upon to scope issued in the solicitation.
Exhibit 1: Scope of Services
Exhibit 2: Payment Schedule and Rates
Exhibit 3: Insurance Requirements
Exhibit 4: Certificate of Insurance
Exhibit 4: Certification of Meeting Alachua County Wage Ordinance
Contact Title: ______________________________________________________
Contract or Bid/RFP #: __________________
The undersigned, who is authorized on behalf of the Professional, certifies that all covered employees, contractors and subcontracted, completing Services as part of this Agreement are paid, and will continue to be paid, in accordance with the Alachua County Government Minimum Wage requirements (“Wage Ordinance”) contained in the Alachua County Code, as may be amended.
(Company Name)
(Address)
(City, State, Zip Code)
(Phone)
(Email Address)
PROFESSIONAL
By:
Print:
Title:
Date: _______________________________
Employees of Bidder are prohibited from committing any act of workplace violence. Violation may be grounds for termination. Workplace violence means the commission of any of the following acts by a Bidder's employee.
Battery: intentional offensive touching or application of force or violence to another.
Stalking: willfully, maliciously and repeatedly following or harassing another person.
Licensee shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Licensee’s operation and use of the licensed premises. The cost of such insurance shall be borne by the Licensee.
I. COMMERCIAL GENERAL LIABILITY.
Coverage must be afforded under a per occurrence form policy for limits not less than $300,000 General Aggregate, $100,0000 Products / Completed Operations Aggregate, $200,000 Personal and Advertising Injury Liability, $200,000 each Occurrence, $100,000 Fire Damage Liability and $5,000 Medical Expense.
II. AUTOMOBILE LIABILITY. (While Operating Vehicles on County Owned Property)
Coverage must be afforded including coverage for all Owned vehicles, Hired and Non-Owned vehicles for Bodily Injury and Property Damage of not less than $500,000 combined single limit each accident.
III. WORKERS COMPENSATION AND EMPLOYER’S LIABILITY. (While on County owned Property)
A. Coverage to apply for all employees at STATUTORY Limits in compliance with applicable state and federal laws; if any operations are to be undertaken on or about navigable waters, coverage must be included for the USA Longshoremen & Harbor Workers Act.
B. Employer’s Liability limits for not less than $100,000 each accident; $500,000 disease policy limit and $100,000 disease each employee must be included.
OR:
C. As an independent contractor outside the construction industry with fewer than four employees choosing not to secure worker’s compensation coverage under the Florida Workers’ Compensation Act, the Licensee may choose to post clear written notice in a conspicuous location accessible to all employees telling employees and others of their lack of entitlement to work’s compensation benefits.
IV. CYBER LIABILITY COVERAGE (when applicable)
Vendor shall procure and maintain for the life of the contract in an amount not less than $1,000,000 per loss for negligent retention of data as well as notification and related costs for actual or alleged breaches of data.
Technology/Professional Liability: with limits of $1 million. Coverage is for the life of the contract and must continue for five (5) years after contract expiration. This coverage must include Cyber Liability coverage for negligent retention of data as well as notification and related costs for actual or alleged breaches of data.
V. OTHER INSURANCE PROVISIONS.
The policies are to contain, or be endorsed to contain, the following provisions:
A. Commercial General Liability Coverages
1. The Alachua County Board of County Commissioners, its officials, employees and volunteers are to be covered as an Additional Insured as respects: Liability arising out of activities performed by or on behalf of the Licensee and premises owned, leased or used by the Licensee. This applies to both General liability and Automobile liability.
2. The Licensee’s insurance coverage shall be primary insurance as respects the County, its officials, employees and volunteers. Any insurance or self-insurance maintained by the County, its officials, employees or volunteers shall be excess of Licensee’s insurance and shall be non-contributory.
B. Workers’ Compensation and Employers’ Liability Coverages
The insurer shall agree to waive all rights of subrogation against the County, its officials, employees and volunteers for losses arising from work performed by the Licensee for the County.
C. All Coverages
The Licensee shall provide a Certificate of Insurance to the County with a notice of cancellation. The certificate shall indicate if cover is provided under a “claims made” or “per occurrence” form. If any cover is provided under a claim made from the certificate will show a retroactive date, which should be the same date of the contract (original if contact is renewed) or prior.
SUBCONTRACTORS
Licensee shall include all subcontractors as insured under its policies. All coverages for subcontractors shall be subject to all the requirements stated herein.
CERTIFICATE HOLDER: Alachua County Board of County Commissioners
Email certificate to : Public Works - jflegert@alachuacounty.us
The County must be identified as an “Additional Insured” in either the Description of Operations section or elsewhere on the Certificate. While the contract may call for elaborate “additional insured” wording a Certificate stating that “The Alachua County Board of County Commissioners, its officials, employees and volunteers are to be covered as an Additional Insured as respects: Liability arising out of activities performed by or on behalf of the Vendor; products and completed operations of the Vendor; claims arising out of the condition of the land; or automobiles owned, leased, hired or borrowed by the Vendor.” is acceptable. It is the County itself rather than the department that must be listed as the “additional insured.”
The County reserves the right to reject any bid which may be considered incomplete, unbalanced, show serious omission, unauthorized alteration of form, unauthorized alternate bids, or contain irregularities of any kind.
The County reserves the right to accept or reject any or all Bids in whole or in part, with or without cause, to waive technicalities, or to accept bids or portions thereof which, in the County's judgment, best serve the interests of the County. Additionally, the County reserves the right to award an agreement to a different bidder if a selected Bidder does not execute an Agreement within thirty (30) days after the award to that Bidder of the ITB. The County may allow alterations, modifications, or revisions to individual elements of the successful bid at any time during the term of the Agreement which results from this ITB.
The thirty day (30) time period may be extended an additional twenty (20) days where the selected Bidder is unavailable during the initial thirty-day (30) period.
This solicitation, its terms and conditions, and the resulting Agreement shall be governed in accordance with the laws of the State of Florida. In the event any related legal action is brought, venue shall be in court of competent jurisdiction in and for Alachua County, Florida.
An electronic version of the submitted bid shall have the same legal effect and enforceability as a paper version. An Electronic Submittal may be executed by use of electronic signatures. Electronic signatures shall have the same legal effect and enforceability as manually written signatures. Delivery and submission of a bid or any other associated document bearing an manually written or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by e-mail in PDF format, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
Vendors shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with products and materials supplied to the County.
I. COMMERCIAL GENERAL LIABILITY.
Coverage must be afforded under a per occurrence form policy for limits not less than $1,000,000 General Aggregate, $1,000,000 Products / Completed Operations Aggregate, $1,000,000 Personal and Advertising Injury Liability, $1,000,000 each Occurrence, $50,000 Fire Damage Liability and $5,000 Medical Expense.
II. AUTOMOBILE LIABILITY. (When Vendor Delivers to County Premises)
Coverage must be afforded including coverage for all Owned vehicles, Hired and Non-Owned vehicles for Bodily Injury and Property Damage of not less than $1,000,000 Combined Single Limit each accident.
III. WORKERS COMPENSATION AND EMPLOYER’S LIABILITY. (While Vendor’s Employee(s) are on County Premises)
A. Coverage to apply for all employees at STATUTORY Limits in compliance with applicable state and federal laws.
B. Employer’s Liability limits for not less than $100,000 each accident; $500,000 disease policy limit and $100,000 disease each employee must be included.
IV. CYBER LIABILITY COVERAGE (when applicable)
Vendor shall procure and maintain for the life of the contract in an amount not less than $1,000,000 per loss for negligent retention of data as well as notification and related costs for actual or alleged breaches of data.
Technology/Professional Liability: with limits of $1 million. Coverage is for the life of the contract and must continue for five (5) years after contract expiration. This coverage must include Cyber Liability coverage for negligent retention of data as well as notification and related costs for actual or alleged breaches of data.
V. OTHER INSURANCE PROVISIONS.
The policies are to contain, or be endorsed to contain, the following provisions:
A. Commercial General Liability and Automobile Liability Coverages
1. The Alachua County Board of County Commissioners, its officials, employees and volunteers are to be covered as an Additional Insured as respects: Liability arising out of activities performed by or on behalf of the Vendor; products and completed operations of the Vendor; or automobiles owned, leased, hired or borrowed by the Vendor.
2. The Vendor’s insurance coverage shall be considered primary insurance as respects the County, its officials, employees and volunteers. Any insurance or self-insurance maintained by the County, its officials, employees or volunteers shall be excess of the Vendor’s insurance and shall be non-contributory.
B. Workers’ Compensation and Employers’ Liability Coverages
1. The insurer shall agree to waive all rights of subrogation against the County, its officials, employees and volunteers for losses arising from work performed by the Vendor for the County.
C. All Coverages
The Vendor shall provide a Certificate of Insurance to the County with a Thirty (30) day notice of cancellation. The certificate shall indicate if cover is provided under a “claims made” or “per occurrence” form. If any cover is provided under a claim made form the certificate will show a retroactive date, which should be the same date of the contract or purchase order (original if contact is renewed) or prior.
VI. SUBCONTRACTORS
Vendors shall include all subcontractors as insured under its policies. All coverages for subcontractors shall be subject to all the requirements stated herein.
CERTIFICATE HOLDER: Alachua County Board of County Commissioners
Email certificate to : Public Works - jflegert@alachuacounty.us
The County must be identified as an “Additional Insured” in either the Description of Operations section or elsewhere on the Certificate. While the contract may call for elaborate “additional insured” wording a Certificate stating that “The Alachua County Board of County Commissioners, its officials, employees and volunteers are to be covered as an Additional Insured as respects: Liability arising out of activities performed by or on behalf of the Vendor; products and completed operations of the Vendor; claims arising out of the condition of the land; or automobiles owned, leased, hired or borrowed by the Vendor.” is acceptable. It is the County itself rather than the department that must be listed as the “additional insured.”
Responses to this ITB received by the County become public records subject to the provisions of Chapter 119 F.S., Florida's Public Records Law. If you believe that any portion or all of your response is exempt from public records disclosure because it constitutes a trade secret or proprietary confidential business information under Florida Law, or is otherwise exempt from disclosure as a Public Record, you should clearly assert such exemption and state the specific legal authority for the asserted exemption. All material that is designated as exempt from Chapter 119 must be submitted in in the Submittals section, clearly identified as “PUBLIC RECORDS EXEMPT". Furthermore, you must complete all of the Proprietary Information subsection found in the Submittals section.
Please be aware that the designation of an item as exempt from disclosure as a Public Record may be challenged in court by any person. By your designation of material in your ITB as "Public Records Exempt”, you agree to defend and hold harmless the County and its commissioners, officers, and employees from any claims, judgments, damages, costs, and attorneys' fees and costs of the challenger and for costs and attorney's fees incurred by the County by reason of any legal action challenging the designation.
The awarded Bidder shall obtain and pay for all necessary permits, permit application fees, licenses or any fees required.
The Bidder shall comply with all federal, state and local laws, ordinances, rules, regulations and building code requirements applicable to the Services contemplated in the ITB. The contracted Bidder is presumed to be familiar with all federal, state and local laws, ordinances, code, rules and regulations that may in any way affect the Services. Ignorance on the part of the Bidder will in no way relieve it of responsibility.
All corporations, LLCs, limited and general partnerships, LLPs and LLLPs wishing to do business within the County must register, and be in active status with the Florida Department of State, Division of Corporations at the following web site: http://www.sunbiz.org/. Failure to register and be active with the Florida Department of State may result in the bid being determined as non-responsive.
The awarded Bidder must agree to abide by and conduct its programs and provide its services in compliance with the provisions of the Civil Rights Act of 1866, Civil Rights Act of 1871, Equal Pay Act of 1963, Civil Rights Act of 1964, Age Discrimination and Employment Acts of 1967, Rehabilitation Act of 1973, 1990 Americans with Disabilities Act, 1991 Federal Civil Rights Act, 1992 Florida Civil Rights Act, and all other applicable ordinances, statutes, laws and amendments thereto.
The Alachua County Board of County Commissioners has adopted a 15% participation goal of SBE's in the provision of goods, services, construction and utilize a participation program, where permitted. SBE is a vendor that is certified by the Alachua County Equal Opportunity Office prior to the solicitation deadline. The Small Business Enterprise Program Certificate should be uploaded in the Submittals section be considered responsive.
The County will award a price preference to certified SBE vendor or Bidder that meet the SBE participation goal in its response. If the adjusted bid price of the SBE vendor is equal to or lower than the lowest responsive bid, the SBE will be awarded the solicitation.
SBE preference does not apply to contracts that are reserved in accordance with Section 22.11-205, Alachua County Procurement Code, in which the County reserved contracts for only by SBEs. SBE preferences will not be combined.
OPTION 1: Procurement will award 5% bid price preference to any certified SBE that submits a bid. Bidder must provide the SBE certification or zero preference points will be given.
OPTION 2: Procurement will award 3% bid price preference to any Bidder that agrees to use certified SBE's for at least 15% of the dollar value of the bid. Bidders should provide the intended SBE subcontractors, the total dollar amount(s) being used for the bid, and the percentage of the total dollar amount of the bid.
OPTION 3: Bidder will certify that their company will perform ALL the work and no SBE subcontractors will be utilized for this bid.
OPTION 4: A Bidder will not receive SBE bid price preference if all work is to be performed by the Bidder and subcontractors are not SBE vendors. The Bidder should demonstrate a good faith effort to utilize SBE as subcontractors substantiating compliance with good faith effort requirements, if and when the work is not being completed entirely by the Bidder.
Good Faith Effort Requirements: Every competitive ITB, if not submitted by a certified SBE, should demonstrate good faith efforts to utilize SBE as subcontractors. Unless your company will perform all the work and no subcontractors. The Bidder may be expected to furnish documents substantiating compliance with good faith effort requirements
Procurement shall determine what constitutes a “good faith effort” for purposes of Bidder compliance relating to the use of services or commodities of a certified SBE’s, under Section 22.11-207, Alachua County Procurement Code.
The Equal Opportunity Office maintains a directory of certified SBE’s. The certified Alachua County SBE Directory is available at: Alachua County Small Business Directory or Visit our web address at http://www.alachuacounty.us/government/depts/as/eo/ for a current listing of SBEs.
For information or to become certified as a SBE in Alachua County, contact the Equal Opportunity Office and request an application at: 352-374-5275 or TDD/TTY: Please Call 711 (Florida Relay System).
The Alachua County Library District will ONLY award preference (5% bidding preference) to Alachua County Certified Small Business Enterprises (SBE). The Alachua County Library District encourages the participation of small business enterprises in the provision of goods, services and construction.
For information or to become certified as a Small Business Enterprise in Alachua County, contact the Equal Opportunity Division and request an application at:
352-374-5275 or
TDD/TTY: Please Call 711 (Florida Relay System)
Visit our web address at https://smallbusdir.alachuacounty.us/ for a current listing of SBEs.
If the Bidder is selected to provide Services for the County, then an Agreement will be entered between the County and the Bidder, and the Bidder as Contractor, shall agree to protect, defend, indemnify, and hold harmless the County and its commissioners, officers, employees and agents (the “County”) from and against any and all claims, losses, penalties, damages, costs, charges, liabilities and cause of actions of every kind and character, including attorneys’ fees and costs, arising out of or directly or indirectly relating to scope of services and/or the Agreement and/or the performance hereof. Without limiting the generality of the foregoing, any and all such claims, etc., including but not limited to personal injury, death, damage to property (including destruction) defects in materials or workmanship, actual or alleged infringement of any patent, trademark, copyright (or application for any thereof) or of any other tangible or intangible personal or property right, or any actual or alleged violation of any applicable statutes, ordinance, administrative order, rule, or regulation or decree of any court, shall be included in the indemnity. Proposer agrees that indemnification of the County shall extend to any and all Services and work performed by the Contractor, its subcontractors, employees, agents, servants or assigns. This obligation shall in no way be limited in any nature whatsoever by any limitation on the amount or type of Contractor's insurance coverage. In the event the County is alleged to be liable on account of alleged acts or omissions, or both, of Contractor or Contractor’s employees, representatives or agents, then Contractor will investigate, respond to and provide a defense for any allegations and claims, at Contractor’s sole costs and expense. Furthermore, Contractor will pay all costs, fees and other expenses of any defense, including but not limited to, all attorneys' fees, court costs and expert witness fees and expenses. Contractor and County will jointly cooperate with each other in the event of any litigation, including any request for documentation. This indemnification provision will survive the termination of the Agreement. Nothing contained herein shall constitute a waiver by the County of sovereign immunity or the provisions or limitation of liability of §768.28, Florida Statutes, as may be amended.
Entity shall provide evidence to the County that it has in place a program of self-insurance pursuant to Florida Statutes Sections 111.072, 136.091 and 768.28. That the self-insurance program provides coverage for claims which emanate from Automobile Physical Damage and Public Liability incidents arising from Automobile Liability (both Bodily Injury and Property Damage), Commercial General Liability, and Workers’ Compensation with a limit of liability not to exceed $300,000 per accident.
Entity shall procure and maintain for the duration of the agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the entity, his agents, representatives, employees or subcontractors.
I. COMMERCIAL GENERAL LIABILITY.
Coverage must be afforded under a per occurrence form policy for limits not less than $1,000,000 General Aggregate, $1,000,000 Products / Completed Operations Aggregate, $1,000,000 Personal and Advertising Injury Liability, $1,000,000 each Occurrence, $50,000 Fire Damage Liability and $5,000 Medical Expense.
II. AUTOMOBILE LIABILITY.
Coverage must be afforded including coverage for all Owned vehicles; Hired and Non-Owned vehicles for Bodily Injury and Property Damage of not less than $1,000,000 Combined Single limit each accident.
III. WORKERS COMPENSATION AND EMPLOYER’S LIABILITY.
A. Coverage to apply for all employees at STATUTORY Limits in compliance with applicable state and federal laws; if any operations are to be undertaken on or about navigable waters, coverage must be included for the USA Longshoremen & Harbor Workers Act.
B. Employer’s Liability limits for not less than $100,000 each accident; $500,000 disease policy limit and $100,000 disease each employee must be included.
IV. CYBER LIABILITY COVERAGE (when applicable)
Vendor shall procure and maintain for the life of the contract in an amount not less than $1,000,000 per loss for negligent retention of data as well as notification and related costs for actual or alleged breaches of data.
Technology/Professional Liability: with limits of $1 million. Coverage is for the life of the contract and must continue for five (5) years after contract expiration. This coverage must include Cyber Liability coverage for negligent retention of data as well as notification and related costs for actual or alleged breaches of data.
V. OTHER PROVISIONS
Indemnification Clause: Each party agrees that it shall be solely responsible for the negligent acts or omissions of its employees, contractors and agents. However, nothing contained herein shall constitute a waiver by either party of its sovereign immunity and the limitation set forth in Section 768.28, Florida Statutes.
CERTIFICATE HOLDER: Alachua County Board of County Commissioners
Email certificate to : Public Works - jflegert@alachuacounty.us
The failure of either party to comply with any provision of the Agreement shall place that party in default. Prior to terminating the Agreement, the non-defaulting party shall notify the defaulting party in writing. Notification shall make specific reference to the provision which gave rise to the default.
The defaulting party shall be given seven (7) days in which to cure the default. Director is authorized to provide written notice of termination on behalf of the County, and if the default situation is not corrected within the allotted time, the County is authorized to provide final termination notice on behalf of the County to the Awarded Bidder.
The County may terminate this agreement without cause by first providing at least thirty (30) days written notice to the Awarded Bidder prior to the termination date. The Director is authorized to provide written notice of termination on behalf of the County.
If the awarded Bidder is adjudged bankrupt, either voluntary or involuntary, the County may terminate the contract effective on the day and at the time the bankruptcy petition is filed and may proceed to provide service as previously outlined.
In the event funds to finance this contract become unavailable, the County may terminate the contract with no less than twenty-four hours’ notice in writing to the Awarded Bidder. The County shall be the final authority as to the availability of funds.
The Local Preference Program has the goals of employing local residents and businesses, reducing local unemployment, generating tax revenue in Alachua County, rewarding local residents and businesses who contribute to the County through payment of taxes, and providing continuous, stable work for local residents and businesses. A business entity is local based on the following criteria:
A post office box or a facility that receives mail, or a non-permanent structure such as a construction trailer, storage shed, or other non-permanent structure, does not constitute a physical business address.
Depending on the County’s funding source and certain requirements, the bidder must certify their location status in Submittals, and will receive a 5% bid price preference, provided by Procurement, in the ITB evaluation.
In the performance of the Agreement, the Awarded Bidder will be acting in the capacity of an independent contractor and not as an agent, employee, partner, joint venture, or associate of the County. The Awarded Bidder shall be solely responsible for the means, method, technique, sequences, and procedures utilized by the Awarded Bidder in the full performance of the Services and the Agreement.
Licensee shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Licensee’s operation and use of the licensed premises. The cost of such insurance shall be borne by the Licensee.
I. COMMERCIAL GENERAL LIABILITY
Coverage must be afforded under a per occurrence form policy for limits not less than $1,000,000 General Aggregate, $1,000,000 Products / Completed Operations Aggregate, $1,000,000 Personal and Advertising Injury Liability, $1,000,000 each Occurrence, $100,000 Fire Damage Liability and $5,000 Medical Expense.
II. AUTOMOBILE LIABILITY (While Operating Vehicles on County Owned Property)
Coverage must be afforded including coverage for all Owned vehicles, Hired and Non-Owned vehicles for Bodily Injury and Property Damage of not less than $1,000,000 combined single limit each accident.
III. WORKERS COMPENSATION AND EMPLOYER’S LIABILITY (While on County owned Property)
Coverage to apply for all employees at STATUTORY Limits in compliance with applicable state and federal laws; if any operations are to be undertaken on or about navigable waters, coverage must be included for the USA Longshoremen & Harbor Workers Act. Employer’s Liability limits for not less than $100,000 each accident; $500,000 disease policy limit and $100,000 disease each employee must be included.
OR:
As an independent contractor outside the construction industry with fewer than four employees choosing not to secure worker’s compensation coverage under the Florida Workers’ Compensation Act, the Licensee may choose to post clear written notice in a conspicuous location accessible to all employees telling employees and others of their lack of entitlement to works’ compensation benefits.
IV. CYBER LIABILITY COVERAGE (when applicable)
Vendor shall procure and maintain for the life of the contract in an amount not less than $1,000,000 per loss for negligent retention of data as well as notification and related costs for actual or alleged breaches of data.
Technology/Professional Liability: with limits of $1 million. Coverage is for the life of the contract and must continue for five (5) years after contract expiration. This coverage must include Cyber Liability coverage for negligent retention of data as well as notification and related costs for actual or alleged breaches of data.
V. LIQUOR LIABILITY (While on County owned Property)
Coverage must be afforded when a licensee, vendor, concessionaire, independent contractor, or subcontractor is engaged in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages while on County property. Coverage must be afforded for Bodily Injury and Property Damage of not less than $1,000,000 Combined Single Limit each occurrence.
VI. OTHER INSURANCE PROVISIONS
The policies are to contain, or be endorsed to contain, the following provisions:
Commercial General Liability Coverages
The Alachua County Board of County Commissioners, its officials, employees and volunteers are to be covered as an Additional Insured as respects: Liability arising out of activities performed by or on behalf of the Licensee and premises owned, leased or used by the Licensee.
The Licensee’s insurance coverage shall be primary insurance as respects the County, its officials, employees and volunteers. Any insurance or self-insurance maintained by the County, its officials, employees or volunteers shall be excess of Licensee’s insurance and shall be non-contributory.
All Coverages
The Licensee shall provide a Certificate of Insurance to the County with a notice of cancellation. The certificate shall indicate if cover is provided under a “claims made” or “per occurrence” form. If any cover is provided under a claims made from the certificate will show a retroactive date, which should be the same date of the contract (original if contact is renewed) or prior.
SUBCONTRACTORS, VENDORS, CONCESSIONAIRES
Licensee shall include all subcontractors as insureds under its policies. All coverages for subcontractors, vendors, concessionaires and independent contractors shall be subject to all the requirements stated herein.
CERTIFICATE HOLDER: Alachua County Board of County Commissioners
Email certificate to : Public Works - jflegert@alachuacounty.us
The failure of either party to exercise any right shall not be considered a waiver of such right in the event of any further default or noncompliance.
Section 287.087, Florida Statutes states that whenever two or more bids, proposals, or replies that are equal with respect to price, quality, and service are received by the state or by any political subdivision for the procurement of commodities or contractual services, a bid, proposal or reply received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. A bidder certifying a drug-free workplace shall complete the Submittals section.
Bidder shall notify the County of the proposed use of subcontractors in the provision of services required herein by completing and returning the Proposed Subcontractors located in the Submittals section. No subcontractor shall be employed by the Bidder for the provision of these services without the written approval of the County.
The Awarded Bidder binds its respective successors and assigns in all respects to all of the terms, conditions, covenants, and provisions of the Agreement, and any assignment or transfer by the Awarded Bidder of its interest in the Agreement without the written consent of the County shall be void. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the County or Awarded Bidder, nor shall it be construed as giving any right or benefit hereunder to anyone other than the County or the Awarded Bidder.
The Agreement may be amended by mutual written agreement of the parties and may be changed only by such written amendment.
The resulting Agreement for the Services with the selected Bidder will be effective for the period beginning on the date of the fully executed Contract. Generally, the term will generally begin on October 1, 2026 and continue through September 30, 2027. The County has the option to renew this Agreement for two (2) additional one (1) year-period(s) at the same terms and conditions outlined in the Agreement.
The vendor may choose not to renew with the County provided we have written notice ninety (90) days prior to our fiscal year starting in October 1st for each term renewal.
An Agreement as a result of the solicitation shall be deemed effective only to the extent of appropriations available to the County at any time during the Agreement term.
All personnel assigned to the Services by the Bidder will be subject to the approval of the County and no changes shall be allowed unless prior written approval is obtained.
It is the intent of the County to issue a purchase order.
Generally the term will begin on October 1, 2026 and continue through September 30, 2027 unless earlier terminated as provided herein. The county has the option to renew this annual BID for two (2) additional one (1) year-period(s) at the same terms and conditions outlined here in.
The vendor may choose not to renew with the County provided we have written notice ninety days prior to our fiscal year starting in October 1st for each term renewal.
The options to extend the Contract will be issued once the county has exercised the option to renew. A Contract as a result of the solicitation shall be deemed effective only to the extent of appropriations available to the County at any time during the Contract period.
The Bidder certifies that to the best of their knowledge or belief, no elected/appointed official or employee of the County is financially interested, directly or indirectly, in the purchase of the goods or services specified on this ITB.
Bidders are required to complete and answer the Bidder Questionnaire question located in the Submittals section.
The initial term of the Agreement will be from the date of execution until the Work is completed as required by the Notice to Proceed (NTP) found in the Draft Agreement and be completed by the date specified in the NTP unless amended or terminated as provided in the Agreement.
The Bidder, by submitting their bid form, declares that their bid is made without any previous understanding, agreement, or connections with any persons, firms or corporations making a bid on the same items and that it is in all respects, fair, and in good faith without any outside control, collusion, or fraud.
The Bidder, by submitting their bid form, declares that no County Commissioner, other County officer, or County employee, directly or indirectly owns more than five (5) percent of the total assets or capital stock of the bidding entity, nor will directly or indirectly benefit by more than five (5) percent from the profits or emoluments of this contract.
Whenever a bid requests prices to be firm for the period of performance, the quantities or usages shown are estimated only with no guarantee made by the County that these quantities shall be purchased. The quantities shown are the Bidders' information only, and the County shall be bound only for actual quantities ordered.
The bidder, by submitting their bid form, declares that the bid is made without any previous understanding, agreement, or connections with any persons, firms or corporations making a bid on the same items and that it is in all respects, fair, and in good faith without any outside control, collusion, or fraud.
The Bidder, by submitting its bid, declares that no Library District Governing Board member, other Library District Officer, or Library District employee, directly or indirectly owns more than five (5) percent of the total assets or capital stock of the bidding entity, nor will directly or indirectly benefit by more than five (5) percent from the profits or emoluments of this contract.
Unless otherwise specified in the ITB, all prices offered by the Bidder must be F.O.B. Destination, inside delivery, with all delivery costs included in the bid price. Specific destination is indicated in the ITB. Failure to do so may cause rejection of the bid.
All material and parts shall be quoted F.O.B. destination, at the job site. The performance time may be a factor in the evaluation of the ITB. It is to be emphasized that the meeting of specified performance schedules is a significant part of ability to perform and that failure to meet such schedule may result in termination of the Agreement and may be considered in the evaluation of future bids received by the County from the Bidder.
Precaution shall be exercised at all times for the protection of employees, other persons and property.
Bidder's employees shall report to their superintendent any hazardous conditions or items in need of repair noted at or on property owned by or in possession of Alachua County during the performance of Services. Said superintendent shall thereupon notify the responsible agent or his designee of such conditions.
With the consent and agreement of the successful Bidder(s), purchases may be made under the agreement by other governmental agencies or political subdivisions. Such purchases shall be governed by the same pricing, terms and conditions stated herein. The agreement in no way restricts or interferes with the right of any public agency or political subdivision to bid any or all of the items or services independently.
The award of the contract, if it is awarded, will be to the lowest responsive and responsible Vendor whose qualifications indicate the award will be in the best interest of the County, and whose response complies with all prescribed requirements. No award will be made until the County has concluded such investigations as the County deems necessary to establish the responsibility, qualifications and financial ability of the Vendor to do the work in accordance with the contract documents to the satisfaction of the County within the time prescribed.
The County may choose to award to multiple vendors. However, the actual assignment of work shall be subject to County's needs starting with the primary vendor and then determining the workload and the contractor's availability at the time the work is required. Contractors acknowledge that work assignments may vary over the term of the agreement and that no contractor is guaranteed a specific amount of work.
If the contract is awarded, the County will accept the response and award the contract to the successful Vendor(s) within one hundred twenty days (120) days after the opening of the Solicitation by written notice to the successful Vendor(s). Additional days may be added upon mutual written agreement between the County and the successful Vendor(s).
The County reserves the right to reject any or all responses and to waive informalities, or to accept any response or combination of responses which, in the County's judgment, will best serve its interest.
Before submitting a bid, it shall be the Awarded Bidders' responsibility to examine thoroughly the ITB or other related documents (where applicable) to be informed regarding any and all conditions and requirements that may in any manner affect the work to be performed under the Agreement. Failure to do so will not relieve the selected Awarded Bidder of complete performance under the Agreement.
The Purchase Order will be awarded to the lowest responsive and responsible Vendor whose response, conforming to the specifications and/or instructions to Vendor, will be most advantageous to the County price and other factors considered.
The County reserves the right to accept or reject any or all responses in part or in whole with or without cause, to waive irregularities and technicalities, and to request rebids on the material described in the ITB.
The County also reserves the right to award the purchase order on such material as the County deems will best serve its interest.
The County reserves the right to award the purchase order on a split-order basis, lump-sum or individual-item basis, or such combination as shall best serve the interest of the unless otherwise specified.
Manufacturers' names and model numbers are used herein solely for the purpose of establishing a standard of design, quality, and use of the merchandise required. Products of other manufacturers will be acceptable if they meet or exceed such established standards with the exception of those items specified "NO SUBSTITUTION." Vendor shall state the brand name and model number of their equipment if different from those specified, and furnish appropriate documentation to enable the County to evaluate for compliance with standards required and respond with the information request in the Submittals..
If a product other than that specified is bid, it is the Vendor's responsibility to identify such product in their response and they must prove to the County that said product is equal to or better than the product specified.
Unless otherwise specified, evidence in the form of samples may be requested if the proposed brand is other than specified by the County. Such samples are to be furnished after the date of solicitation deadline only upon request. If samples should be requested, such samples must be received by the County no later than four (4) days after formal request is made.
All payments will be made in accordance with the Agreement.
The Contractor shall accept payment via EFT (Electronic Fund Transfer), and upon receipt of the approved Contract/Purchase Order complete this process with Alachua County.
All applications for payment shall be processed and paid in accordance with the provisions of Chapter 218, Part VII Florida Statutes (“Local Government Prompt Payment Act”).
For purposes of bid evaluation, Vendor must indicate any variances from the County’s Specifications and/or the Contract Documents, no matter how slight. Any variations shall be indicated in a Submittals section. If variations are not stated in the response, it will be assumed that the product or service fully complies with the Specifications, and the successful Vendor will be held responsible for meeting these Specifications.
The parties recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the County. Therefore, the vendor hereby assigns to the County any and all claims for such overcharges as to goods, material or services purchased in connection with the Agreement. However, for all other assignments, neither party will assign, convey, pledge, sublet, transfer or otherwise dispose any interest in this Agreement and shall not transfer any interest in same without prior written consent of the other party.
No alternative bids specification shall be submitted unless specifically requested in the "Invitation to Bid" document.
In accordance with F.S. sec. 287.05701, Alachua County, including any members of a selection committee utilized by the County, will not (a) give preference to a vendor based on the vendor’s social, political or ideological interests, and (b) request documentation of or consider a vendor’s social, political, or ideological interests when determining if the vendor is a responsible vendor.
The County shall have the right to audit, review, examine and transcribe any pertinent records or documents relating to any contract resulting from this solicitation held by the Contractor. The Contractor will retain all documents applicable to the contracts for a period of not less than three years after final payment is made.
The signed ITB shall be considered an offer on the part of the Bidder. Such offer shall be deemed acceptable upon completion of all steps in the procurement process and issuance of a Purchase Order by the County.
The material delivered under this bid shall remain the property of the seller until a physical inspection and actual usage of this material and/or service is made, and thereafter is accepted to the satisfaction of the County. It must comply with the terms herein, and be fully in accord with specifications and of the highest quality. In the event the material and/or services supplied to the County is found to be defective or does not conform to specification, the County reserves the right to cancel the order upon notice to the Bidder and return product to Bidder at the Bidder's expense. The County shall not be liable for payment for any portion thereof.
The signed ITB shall be considered an offer on the part of the Bidder. Such offer shall be deemed acceptable upon completion of all steps in the procurement process and execution of a Contract by the County.
The material delivered under this bid shall remain the property of the seller until a physical inspection and actual usage of this material and/or service is made, and thereafter is accepted to the satisfaction of the County. It must comply with the terms herein, and be fully in accord with specifications and of the highest quality. In the event the material and/or services supplied to the County is found to be defective or does not conform to specification, the County reserves the right to cancel the order upon notice to the Bidder and return product to Bidder at the Bidder's expense. The County shall not be liable for payment for any portion thereof.
In addition to any warranty implied by law or fact, and any other express warranties, bidder expressly warrants all items to be free from defects in design, workmanship and materials; to conform strictly to applicable specifications and to be fit and sufficient for the purpose intended to be merchantable. All warranties shall survive inspection, test, acceptance of and payment by the County
Time is of the essence in the filling of this order. No delays in shipment and material or rendition of Services will be permitted except as authorized by the County in writing. Please notify the County at once of any anticipated delays. Excessive or unusual transportation charges caused by the Bidder's inability to deliver by specified date and in specified quantities shall be charged to the Bidder. Right is reserved by the County to cancel an order or any part thereof if the foregoing is not complied with. In the event of cancellation, the County may procure similar articles or Services elsewhere or secure the manufacture and delivery of the articles or Services by purchase order or otherwise, and Bidder shall be liable to the County for the difference and any excess costs.
The County is exempt from any taxes imposed by the State and/or Federal Government. Exemption Certificate will be provided upon request.
All materials shall be new and in no case will used, reconditioned or obsolete parts be acceptable. All equipment specifications are to be considered minimum requirements.
Before submitting the ITB, it shall be the Bidder's responsibility to visit the site of the proposed Services and familiarize the Bidder with the nature and extent of the Services and any local conditions, either surface or subsurface, that may in any way affect the Services to be done and the equipment, materials and labor required.
The Bidder is also required to carefully examine the Specifications and Contract Documents, to inform themselves regarding any and all conditions and requirements that may in any manner affect the Services to be performed under the Agreement. Failure to do so will not relieve the Bidder of complete performance under the Agreement.
The County reserves the right to request from Bidders a separate manufacturer certification of all statements made in the bid. Failure to provide such certification may result in rejection of bid or default termination of Agreement for which the Bidder must bear full liability.
This agreement constitutes the entire agreement and understanding between the parties hereto, and it shall not be considered modified, altered, changed or amended in any respect unless in writing and signed by the Procurement Manager.
The County will not be bound under this agreement for similar or like services being provided by County agencies or for services entered into by the County under a separate agreement.
If any provisions of this agreement shall be declared illegal, void or unenforceable, the other provisions shall not be affected but shall remain in full force and effect.
Protests and appeals of solicitations and awards by a Bidder will be by the method provided in the Alachua County Procurement Code https://alachuacounty.us/depts/procurement/pages/procurementmanual.aspx. The term “Bidder” for this part includes any person or entity that responds to any type of solicitation issued by the County (e.g., ITB, RFP, ITN), and is not limited solely to a person or entity that submits a proposal in response to an ITB.
The Bidder shall designate and submit a responsible agent and alternate as necessary, for all dealings, communications, or notices or contracts between the County and the Bidder, see Submittals section.
The Director will be the responsible agent for the County. Any notice or communication to or from the responsible agent shall be deemed to be a communication to the Bidder.
A business entity is able to engage in business in its own name, entering into contracts, deeds and other legal documents, just like an individual. The board of directors can name the officers with authority to sign those documents in its bylaws or corporate resolutions. These officers named have the express, actual authority to legally bind the entity to the documents they sign. That is, any document they sign is considered to be signed by the entity itself. A Bidder certifying a corporate resolution shall complete the Submittals section.
Only the Response from an individual, firm, partnership, or corporation, under the same or different names, will be considered for the same Work. Should it be evident that any Vendor is interested in more than one response for the same Work, all responses in which such Vendor is interested will be rejected.
Should there be reasonable ground for the County or Director to believe that collusion or combination exists among Vendors, all Responses may be rejected and all participants in such combination or collusion may be barred from submitting future Responses for the same Work.
Only reliable Vendors, capable of performing the class of Work proposed, will be considered in awarding the contract. If the available evidence of competency of any Vendor is not satisfactory to the County, the Response of such Vendor may be rejected.
This clause is designed to accommodate changes in market conditions, inflation rates, and other economic factors over the duration of the contract. The annual price escalation percentage will be determined based on reliable economic indicators and industry trends and not exceed 3%. The purpose of this clause is to ensure fair and equitable pricing throughout the contract term. Bidders are required to provide clear information on how price adjustment requests were provided to the County. Bidders are advised that price escalation request are required 120 days prior to the start of a new term or renewal. The County reserves the right to accept or reject any escalation request, regardless of when it was received.
As confirmed, the Bidder, hereby declares that it has carefully read and examined the ITB, the Specifications and other Contract Documents with full knowledge of all conditions, under which the equipment and Services herein contemplated must be furnished, hereby proposes and agrees to furnish the equipment and Services according to the requirements as set out therein.
Confirm that you attend the Mandatory Pre-Bid meeting, and that you signed the Sign-in Sheet from the Pre-Bid meeting under the submitting vendor name?
The response must be submitted by an officer of the business who is legally authorized to enter into a contractual relationship in the name of the Bidder. An authorized representative who is not an officer may sign the bid, but must attach or upon request provide a corporate resolution granting authorization to the representative to execute on behalf of the business. Are you authorized to submit this ITB?
The response must be submitted by an officer of the business who is legally authorized to enter into a contractual relationship in the name of the Bidder. An authorized representative who is not an officer may submit the bid on behalf of the Bidder.
Bidder may use the County's template provided or an approved corporate resolution form from their agency.
Complete the Corporate Resolution form and upload.
All corporations, LLCs, limited and general partnerships, LLPs and LLLPs wishing to do business within the County must register and be active with the Florida Department of State, Division of Corporations at the following web site: http://www.sunbiz.org/
Failure to register and be active with the Florida Department of State may result in the bid being determined as non-responsive.
Upload your registered documents below.
Upload your W-9 form.
As a Bidder, any document you submit to the County may be a public record and be open for personal inspection or copying by any person. In Florida ‘public records” are defined as all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency. Section 119.011, F.S. A document is subject to personal inspection and copying unless it falls under one of the public records exemptions created under Florida law. Please designate what portion of your bid, if any, qualifies to be exempt from inspection and copying.
Answer NO if:
No part of your bid is exemption from public records law or no part of the bid submitted is exempt from disclosure under the Florida public records law, Ch. 119, F.S.
Answer Yes if:
ALL OR PART OF YOUR BID IS CLAIMED BY YOU TO BE EXEMPT FROM PUBLIC RECORDS LAW AND YOU AGREEMENT TO INDEMNIFY AND DEFEND THE COUNTY
The following parts of the bid submitted are exempt from disclosure under the Florida public records law because: (list exempt parts and legal justification - e.g., trade secret): ___________________________
By claiming that all or part of the bid is exempt from the public records law, the undersigned Bidder agrees to protect, defend, indemnify and hold the County, its officers, employees and agents free and harmless from and against any and all claims arising out of a request to inspector copy the bid. The undersigned Bidder agrees to investigate, handle, respond to, provide defense (including payment of attorney fees, court costs, and expert witness fees and expenses up to and including any appeal) for and defend any such claim at its sole cost and expense through counsel chosen by the County and agrees to bear all other costs and expenses related thereto, even if they (claims, etc.) are groundless, false, or fraudulent.
I CLAIM THAT THAT THE FOLLOWING PARTS OF MY PROPOSAL ARE EXEMPT FROM FLORIDA PUBLIC RECORDS LAW AND AGREE TO INDEMNIFY AND DEFEND ALACHUA COUNTY
The following parts of the proposal submitted are exempt from disclosure under the Florida public records law because: (list exempt parts and legal justification - e.g., trade secret): ___________________________
Please designate what portion of your proposal, if any, qualifies to be exempt from inspection and copying.
By claiming that all or part of the proposal is exempt from the public records law, the undersigned proposer agrees to protect, defend, indemnify and hold the County, its officers, employees and agents free and harmless from and against any and all claims arising out of a request to inspector copy the proposal. The undersigned proposer agrees to investigate, handle, respond to, provide defense (including payment of attorney fees, court costs, and expert witness fees and expenses up to and including any appeal) for and defend any such claim at its sole cost and expense through counsel chosen by the County and agrees to bear all other costs and expenses related thereto, even if they (claims, etc.) are groundless, false, or fraudulent.
Upload your complete submittal with non-redacted information in a single pdf file.
If Yes, answer No on SBE Options 2 and N/A on SBE Options 3 and 4. If No move to SBE Option 2.
Upload your Alachua County SBE Certificate.
If SBE subcontractors are not utilized and listed below or if option 1 or 2 was not chosen, you must proceed to Option 4 and document your Good Faith Effort and enter N/A for this option.
I certify that our Company has contacted the Alachua County’s Certified SBEs listed below. I state that the following information regarding SBE Subcontractors is true and correct to the best of my knowledge and belief.
Alachua County has adopted a 15% SBE participation goal and policies which encourage participation of Small Business Enterprises (SBE) in the provision of labor, time, supplies, services or construction items of any kind materials.
SBEs are located in the Alachua County Small Business Enterprise Directory.
Subcontractor (any business entity holding a subcontract with the prime vendor) services are defined as, “a contract with another business entity that obtains labor, time, supplies, services or construction items of any kind.”
Vendors submitting bids under this solicitation are to identify the intended SBE subcontractors. These SBEs have agreed to perform the work for the total dollar value and percentage of the bid set forth below.
SBE Vendor Name: __________________
Address:_______________________________
Scope of Work to be Performed: ____________
Total Dollar Value of work to be completed: $_____________________
Percentage of Total BID/RFP Pricing: _____________________%
If no, go to SBE Option 3
If you completed Option 3, enter N/A for Option 4.
All Vendors should have SBE Participation or demonstrate a good faith effort to utilize SBE subcontractors. If option 1, 2 or 3 was not chosen the Vendor should complete the section below substantiating compliance with good faith effort requirements.
In accordance with Article 11, of the Alachua County Procurement Code, I have solicited and received responses from the following Alachua County certified SBE companies. (The SBE vendor’s response should be recorded in the section below.)
Name of SBE Vendor Contacted: _________________
Date SBE was Contacted: ___________________
SBE Contact Name:______________________
Phone #:______________________________
SBE Response when contacted: ___________
The Library District will ONLY award preference (5% bidding preference) to Alachua County Certified Small Business Enterprises (SBE). The Library District encourages the participation of small business enterprises in the provision of goods, services and construction.
For information or to become certified as a Small Business Enterprise in Alachua County, contact the Equal Opportunity Division and request an application at:
Phone: 352-374-5275
TDD: Please Call 711 (Florida Relay System)
Fax: 352-338-320
Visit our web address at http://www.alachuacounty.us/government/depts/as/eo/ for a current listing of SBEs.
Do you meet the Alachua County Location Preference, found in Instruction to Bidders?
Provide your Alachua County local address
In accordance with §287.087, Florida Statutes
Do you certify that you meet the following:
1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations.
3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1).
4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 1893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, by any employee who is so convicted.
6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section.
As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements.
Confirm that the submitting entity or affiliate has not been placed on any of the list's below:
Convicted Vendor List
Suspended Vendor List
Discriminatory Vendor List
Scrutinized List of Prohibited Companies
Federal Excluded Parties List
Name of Contractor: ______________________
Address:_______________________________
Scope of Work to be Performed: ____________
The Bidder shall designate a responsible agent and alternate as necessary, for all dealings, communications, or notices between the County and the Bidder by completing and returning this Responsible Agent Form. Any notice or communication to or from the responsible agent shall be deemed to be a communication to the Bidder.
RESPONSIBLE AGENT:
1. Include name, email, phone number
ALTERNATE RESPONSIBLE AGENT:
2. Include name, email, phone number
Respond N/A if not applicable.
Respond N/A if not applicable.
Respond N/A if not applicable.
Respond N/A if not applicable.
List all major equipment which will be available upon commencement of the Agreement to perform the Services.
Respond N/A in not applicable.
Respond N/A if not applicable.
List and provide contact information for three references of entities or agencies receiving similar Services to that requested in this bid (comparable facility size):
1) Firm: _________________Phone:_________
Contact Person:_______________________
2) Firm: _________________Phone:_________
Contact Person:_______________________
3) Firm: _________________Phone:_________
Contact Person:_______________________
Have any leases, contracts or agreements for services or product held by your firm ever been canceled or terminated before the end of the term by either party?
If you indicated yes to Cancellation and Termination on having any contracts or agreements canceled or terminated state the location and circumstances below:
If applicable list all Bid Pricing variations here.
If this does not apply to your submittal move to the next question.
Attached your requested product specifications and description in the file upload below for review.
If this does not apply to your submittal, move to the next question.
The Bidder certifies that to the best of its knowledge or belief, no elected/appointed official or employee of the Bidder is financially interested, directly or indirectly, in the purchase of the goods or services specified on this order. ( Select yes, if there is no conflict of interest)
Please download the below documents, complete, and upload.
Did you review and complete all the required documents, attachments, addenda and questions and answers?
Is there a Pre-Bid meeting required for this solicitation?
Is the project for ACLD?
Do you require Alachua County Certified Small Business Enterprise for the ITB?
Select which SBE option pertains to the solicitation?
Are alternate specification allowed to be submitted for the product or are there no substitution allowed?
Which Insurance will you need for this ITB?
Example: 2025
Example: 2025
Example: two (2)
Example: two (2)
Will this ITB result in a Purchase Order or Contract?
What type of Contract would you need?
Do you require Bid Bonds for this ITB?
Q (How many trucks?): Hi, we only operate 1 truck and I am trying to determine whether I would be able to handle the number of trucks you way want to order but there is no mention of that in the Scope of Work. So that I can get a general sense of the needs to the County, can you tell me how many hours, or alternatively approximately how much was spent by the County last year on this contract?
A: The number of hours for the tasks associated with this contract over the previous term ranged between 114 hours to 1,100 hours with an average of 400 hours per task. This contract is utilized to haul materials such as sand, rock, or asphalt to and from construction projects and maintenance yards. It is also used to haul debris from projects or clean up efforts to appropriate waste facilities. These tasks are generally completed in a number of days or weeks very rarely over the space of months. It is primarily utilized by our in-house operations personnel so that they are freed up to operate machinery on a project site or yard without an interruption to work flow that may be caused by that personnel being required to operate our own trucks.
SLED stands for State, Local, and Education. These are solicitations issued by state governments, counties, cities, school districts, utilities, and higher education institutions — as opposed to federal agencies.
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