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TABLE OF CONTENTS
TABLE OF CONTENTS.........................................................................................................................1
DEFINITIONS .........................................................................................................................................1
INSTRUCTIONS TO VENDORS ........................................................................................................... 1
PREPARATION OF PROPOSALS ......................................................................................................... 2
COLLUSION ............................................................................................................................................ 2
PROHIBITION AGAINST CONTINGENT FEES ................................................................................. 2
CONTRACTING WITH COUNTY EMPLOYEES ................................................................................ 3
INCURRED EXPENSES.........................................................................................................................3
AWARD ................................................................................................................................................... 3
GRANT FUNDING .................................................................................................................................. 3
STATE REGISTRATION REQUIREMENTS ........................................................................................ 4
PRIME CONTRACTOR .......................................................................................................................... 4
SUBCONTRACTING .............................................................................................................................. 4
DISADVANTAGED BUSINESSES ....................................................................................................... 4
GENERAL CONTRACT CONDITIONS ................................................................................................ 4
GOVERNING LAW ................................................................................................................................ 4
COMPLIANCE OF LAWS, REGULATIONS, AND LICENSES .......................................................... 4
CONTRACT EXTENSION ..................................................................................................................... 5
MODIFICATION OF CONTRACT ........................................................................................................ 5
ASSIGNMENT.........................................................................................................................................5
NON-EXCLUSIVITY .............................................................................................................................. 5
OTHER AGENCIES ................................................................................................................................ 5
CONTINUATION OF WORK................................................................................................................. 5
WARRANTY ...........................................................................................................................................5
DEFICIENCIES IN WORK TO BE CORRECTED BY THE CONTRACTOR ....................................5
COUNTY IS TAX-EXEMPT...................................................................................................................6
SHIPPING TERMS, F.O.B. DESTINATION .......................................................................................... 6
ACCEPTANCE OF GOODS OR SERVICES.........................................................................................6
ESTIMATED QUANTITIES...................................................................................................................6
PURCHASE OF OTHER ITEMS ............................................................................................................ 7
SAFETY ................................................................................................................................................... 7
MATERIAL SAFETY DATA SHEET (MSDS) ..................................................................................... 7
TOBACCO PRODUCTS ......................................................................................................................... 7
CLEAN-UP ............................................................................................................................................... 7
PROTECTION OF PROPERTY .............................................................................................................. 8
CERTIFICATE OF COMPETENCY/LICENSURE, PERMITS, AND FEES ....................................... 8
TRUTH IN NEGOTIATION CERTIFICATE ......................................................................................... 8
COMPETENCY OF VENDORS AND ASSOCIATED SUBCONTRACTORS.................................... 8
RESPONSIBILITY AS EMPLOYER ...................................................................................................... 8
MINIMUM WAGES ................................................................................................................................ 9
PRICE REDETERMINATIONS..............................................................................................................9
INDEMNIFICATION..............................................................................................................................9
TERMINATION FOR CONVENIENCE................................................................................................9
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TERMINATION DUE TO UNAVAILABILITY OF CONTINUING FUNDING................................. 9
TERMINATION FOR DEFAULT........................................................................................................... 9
FRAUD AND MISREPRESENTATION .............................................................................................. 10
RIGHT TO AUDIT ................................................................................................................................ 10
PROPRIETARY/CONFIDENTIAL INFORMATION .......................................................................... 10
PUBLIC RECORDS LAW ..................................................................................................................... 10
COPYRIGHTS ....................................................................................................................................... 12
SOVEREIGN IMMUNITY .................................................................................................................... 12
COMPLIANCEWITH FEDERAL STANDARDS ............................................................................... 12
E-VERIFY .............................................................................................................................................. 12
HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA) ....................... 12
FORCE MAJEURE ................................................................................................................................ 13
NO CLAIM FOR DAMAGES ............................................................................................................... 13
CERTIFICATION REGARDING SCRUTINIZED COMPANIES ...................................................... 13
ANTI-TRAFFICKING RELATED ACTIVITIES ................................................................................. 13
NOTICES ............................................................................................................................................... 14
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DEFINITIONS
Contract: The agreement to perform the services set forth in a document signed by both parties with
any attachments specifically incorporated.
Contractor:The Vendor to whom award has been made.
County: Lake County, Florida, a political subdivision of the State of Florida.
Proposal: Any offer submitted in response to a solicitation.
Solicitation: The written document requesting bids, quotes, or proposals from the marketplace.
Vendor:Any entity responding to asolicitation or performing under any resulting contract.
INSTRUCTIONS TO VENDORS
A. Vendor Qualification: The County requires Vendors provide evidence of compliance with the
requirements below upon request:
1. Disclosure of Employment.
2. Disclosure of Ownership.
3. Drug-Free Workplace.
4. W-9 and 8109 Forms – as required by the Internal Revenue Service.
5. Americans with Disabilities Act (ADA).
6. Conflict of Interest.
7. Debarment Disclosure Affidavit.
8. Nondiscrimination.
9. Family Leave.
10. Antitrust Laws – By acceptance of any contract, the Vendor agrees to comply with all applicable
antitrust laws.
B. Public Entity Crimes: Pursuant to Section 287.133, Florida Statutes, 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 contractor under a contract with
any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes,
for Category Two for a period of thirty-six (36) months from the date of being placed on the
convicted vendor list.
C. Contents of Solicitation and Vendors’ Responsibilities: The Vendor shall be thoroughly familiar
with the requirements of this solicitation. Ignorance of these matters by the Vendor will not be
accepted as a basis for varying the requirements of the County, or the compensation to be paid.
E. Restricted Discussions: From the date of solicitation issuance until final County action, Vendors will
not discuss any part of the solicitation with any employee, agent, or other representative of the
County except as expressly authorized by the designated procurement representative. The only
communications that will be considered pertinent to a solicitation are appropriately signed written
documents from the Vendor to the designated procurement representative and any relevant written
document promulgated by the designated procurement representative.
F. Changes to Proposal: Prior to the scheduled due date, a Vendor may change its Proposal by
submitting a new one with a letter on the firm’s letterhead, signed by an authorized agent stating that
the new submittal replaces the original. The new submittal must contain the letter and all information
as required in the solicitation.
G. Withdrawal of Proposal: A Proposal will be irrevocable unless it is withdrawn as provided in a
solicitation. A Proposal may be withdrawn, either physically or by written notice, at any time prior
to solicitation award. If withdrawn by written notice, that notice must be addressed to, and received
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by, the designated procurement representative.The letter must be on company letterhead and signed
by an authorized agent of the Vendor.
H. Conflicts within the Solicitation: Where there appears to be a conflict between the General Terms
and Conditions, Special Conditions, the Technical Specifications, the Pricing Section, or any
addendum issued, the order of precedence will be: the last addendum issued, the Proposal Price
Section, the Technical Specifications, the Special Conditions, and then the General Terms and
Conditions. It is incumbent upon the Vendor to identify such conflicts to the designated procurement
representative prior to the Proposal due date.
I. Prompt Payment Terms: Payment for all purchases by County agencies will be made in a timely
manner and interest payments will be made on late payments in accordance with Part VII, Chapter
218, Florida Statutes, known as the Florida Prompt Payment Act. The Vendor may offer cash
discounts for prompt payments; however, such discounts will not be considered in determining the
lowest price during Proposal evaluation.
PREPARATION OF PROPOSALS
A. The pricing section of a solicitation defines requirements of items to be purchased and must be
completed and submitted with the Proposal. Use of any other form or alteration of the form may
result in rejection of the Proposal.
B. The Proposal submitted must be legible. Vendors shall type or use an ink to complete the Proposal.
All changes must be crossed out and initialed in ink. Failure to comply with these requirements may
cause the bid to be rejected.
C. An authorized agent of the Vendor’s firm must sign the Proposal. The County may reject any Proposal
not signed by an authorized agent.
D. The Vendor may submit alternate Proposals for the same solicitation provided that such offer is
allowable under the terms and conditions. The alternate Proposalmust meet or exceed the minimum
requirements and be submitted as a separate Proposalmarked “Alternate Proposal.”
E. When there is a discrepancy between the unit prices and any extended prices, the unit prices will
prevail.The County reserves the right to allow for clarification of questionable entries and the
correction of obvious mistakes.
F. Any Proposalreceived after the designated receipt date will be considered late and will not be
considered for award.
COLLUSION
Where two (2) or more related parties each submit a Proposal for the same contract, such Proposals will
be presumed to be collusive. Furthermore, any prior understanding, agreement, or connection between
two (2) or more corporations, firms, or persons submitting a Proposal for the same materials, supplies,
services, or equipment will also be presumed to be collusive. Proposals found to be collusive will be
rejected. Vendors which have been found to have engaged in collusion may be considered non-
responsible and may be suspended or debarred. Any contract resulting from collusive bidding may be
terminated for default.
PROHIBITION AGAINST CONTINGENT FEES
The Vendor warrants that they have not employed or retained any company or person, other than a bona
fide employee working solely for the Vendor to solicit or secure the Contract and that they have not paid
or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee
working solely for the Vendor, any consideration contingent upon or resulting from the award or making
of the Contract.
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CONTRACTING WITH COUNTY EMPLOYEES
Any County employee or immediate family member seeking to contract with the County shall seek a
conflict of interest opinion from the County Attorney prior to submittal of a Proposal. The affected
employee shall disclose the employee’s assigned function within the County and interest or the interest
of his or her immediate family in the proposed contract and the nature of the intended contract.
INCURRED EXPENSES
Asolicitation does not commit the County to make an award nor will the County be responsible for any
cost or expense which may be incurred by any Vendor in preparing and submitting a Proposal, or any
cost or expense incurred by any Vendor prior to the execution of a purchase order or contract.
AWARD
A. The Contract resulting from a solicitation may be awarded to the responsible Vendor which submits
a Proposaldetermined to provide the best value to the County with price, technical, and other
applicable factors considered. The County reserves the right to reject any and all Proposals, to waive
irregularities or technicalities, and to re-advertise for all or any part of this solicitation as deemed in
its best interest. The County will be the sole judge of its best interest.
B. When there are multiple line items in a solicitation, the County reserves the right to award on an
individual item basis, any combination of items, total low bid,or in whichever manner deemed in
the best interest of the County. This provision specifically supersedes any method of award criteria
stated in the solicitation when such action is necessary to protect the best interests of the County.
C. The County reserves the right to reject any and all Proposals if it is determined that prices are
excessive or determined to be unreasonable, or it is otherwise determined to be in the County’s best
interest to do so.
D. The County reserves the right to reject offers containing terms or conditions contradictory to the
County’s.
E.Award of asolicitation will be made to firms satisfying all necessary legal requirements to do
business with the County. The County may conduct a pre-award inspection of the Vendor’s site or
hold a pre-award qualification hearing to determine if the Vendor can perform the requirements of a
solicitation.
F. The Vendor’s performance as a Contractor or subcontractor on previous County contracts will be
considered in evaluating the responsibility of the Vendor.
G. Any tie situations will be resolved in consonance with current written County procedure.
H. The County has imposed a reciprocal match local vendor preference practice to ensure an equal
procurement environment for all potential vendors unless prohibited by the funding source. More
information is available on Section 2-222, Local Vendor Preference.
I. Award of the contract resulting from this solicitation may be predicated on compliance with and
submittal of all required documents as stipulated in the solicitation.
J. A Vendor wishing to protest any award decision resulting from asolicitation may do so per the
Procurement Protest Procedures site.
GRANT FUNDING
In the event any part of a Contract is to be funded by federal, state, or other local agency monies, the
Vendor hereby agrees to comply with all requirements of the funding entity applicable to the use of the
monies, including full application of requirements involving the use of minority firms, women's business
enterprises, and labor surplus area firms. Contractors are advised that payments under the Contract may
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be withheld pending completion and submission of all required forms and documents required of the
Contractor pursuant to the grant funding requirements.
STATE REGISTRATION REQUIREMENTS
Any entity conducting business in Florida shall either be registered or have applied for registration with
the Florida Department of State in accordance with Florida law, unless exempt from registration. A copy
of the registration may be required prior to award of a Contract. Additional information is available by
visiting the Florida Department of State home page.
PRIME CONTRACTOR
The Vendor awarded a Contract shall act as the Prime Contractor and will assume full responsibility for
the successful performance under the Contract. The Awarded Vendor (Contractor) will be considered
the sole point of contactregardingmeeting all requirements of the Contract. All subcontractors may be
subject to advance review by the County regarding competency and security concerns. No change in
subcontractors may be made without the consent of the County after the award of the Contract.
Contractor will be responsible for all insurance, permits, licenses, and related matters for any and all
subcontractors. County may require the Contractor to provide any insurance certificates required by the
work to be performed even if the subcontractor is self-insured.
SUBCONTRACTING
Unless otherwise stipulated in a solicitation, the Contractor shall not subcontract any portion of the work
without the prior written consent of the County. Subcontracting without the prior consent of the County
may result in termination of the Contract for default.
DISADVANTAGED BUSINESSES
The County has adopted policies which assure and encourage the full participation of Disadvantaged
Business Enterprises (DBE) in the provision of goods and services. The County encourages joint
ventures between majority-owned firms and qualified disadvantaged/minority/women-owned firms.
GENERAL CONTRACT CONDITIONS
The Contract will be binding upon and will inure to the benefit of each of the parties and respective
successors and permitted assigns. The Contract may not be amended, released, discharged, rescinded or
abandoned, except by a written instrument duly executed by the parties. The failure of any party at any
time to enforce any of the provisions of the Contract will in no way constitute or be construed as a waiver
of such provision or of any other provision of the Contract, nor in any way affect the validity of, or the
right to enforce, each and every provision of the Contract. Any dispute arising during Contract
performance that is not readily rectified by coordination between the Contractor and the County user
department will be referred to Procurement Services.
GOVERNING LAW
The interpretation, effect, and validity of any contract will be governed by the laws and regulations of
the State of Florida, and Lake County, Florida. Venue of any court action will be solely in Lake County,
Florida. The Contractor hereby waives its right to a jury trial.
COMPLIANCE OF LAWS, REGULATIONS, AND LICENSES
The Contractor shall comply with all federal, state, and local laws and regulations applicable to provision
of the goods or services specified in a solicitation. During the term of a Contract, the Contractor assures
that it is in compliance with Title VII of the 1964 Civil Rights Act, as amended, and the Florida Civil
Rights Act of 1992, in that the Contractor does not on the grounds of race, color, national origin, religion,
sex, age, disability or marital status, discriminate in any form or manner against its employees or
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applicants for employment. The Contractor understands that any Contract is conditioned upon the
veracity of this statement.
CONTRACT EXTENSION
The County has the unilateral option to extend a Contract for up to ninety (90) calendar days beyond the
current Contract period. In such event, the County will notify the Contractor in writing of such
extensions. The Contract may be extended beyond the initial ninety (90) day extension upon mutual
agreement between the County and the Contractor. Exercise of the above options requires the prior
approval of the Procurement Services Director.
MODIFICATION OF CONTRACT
Any Contract resulting from a solicitation may be modified by mutual consent of duly authorized parties,
in writing through the issuance of a modification to the Contract or purchase order as appropriate. This
presumes the modification itself complieswith allapplicable County procedures.
ASSIGNMENT
The Contractor shall not assign or transfer any Contract resulting from a solicitation, including any
rights, title or interest in the Contract, or its power to execute such Contract to any entity without the
prior written consent of the County. This provision includes any acquisition or hostile takeover of the
Contractor. Failure to comply may result in termination of the Contract for default.
NON-EXCLUSIVITY
It is the intent of the County to enter into an agreement that will satisfy its needs as described within a
solicitation. However, the County reserves the right to perform, or cause to be performed, all or any of
the work and services described in a solicitation in the manner deemed to represent its best interests. In
no case will the County be liable for billings in excess of the quantity of goods or services provided
under the Contract.
OTHER AGENCIES
Other governmental agencies may make purchases in accordance with the Contract with Contractor
consent. Purchases are governed by the Contract’s terms and conditions except for the change in agency
name. Each agency will be responsible and liable for its own purchases for materials or services received.
CONTINUATION OF WORK
Any work that commences prior to, and will extend, beyond the expiration date of any Contract period
must, unless terminated by mutual written agreement between the County and the Contractor, continue
until completion without change to the then current prices, terms and conditions.
WARRANTY
All warranties express and implied, must be made available to the County for goods and services covered
by a solicitation. All goods furnished must be fully guaranteed by the Contractor against factory defects
and workmanship. They will be covered by the most favorable commercial warranty given for
comparable quantities of products or services and the rights and remedies provided in the Contract will
be in addition to the warranty and do not limit any right afforded to the County by any other provision
of a solicitation. Contractor shall correct any and all apparent and latent defects that may occur within
the manufacturer’s standard warranty period at no expense to the County. The special conditions of a
solicitation may supersede the manufacturer’s standard warranty.
DEFICIENCIES IN WORK TO BE CORRECTED BY THE CONTRACTOR
Contractor shall promptly correct all apparent and latent deficiencies or defects in work, or any work
that fails to conform to the Contract documents regardless of project completion status. All corrections
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must be made within seven (7) calendar days after such rejected defects, deficiencies, or non-
conformances are verbally reported to the Contractor by the County's project administrator. Contractor
must bear all costs of correcting such rejected work. If the Contractor fails to correct the work within the
period specified, the County may, at its discretion, notify the Contractor, in writing, that the Contractor
is subject to contractual default provisions if the corrections are not completed to the satisfaction of the
County within seven (7) calendar days of receipt of the notice. If the Contractor fails to correct the work
within the period specified in the notice, the County may place the Contractor in default, obtain the
services of another Contractor to correct the deficiencies, and charge the incumbent Contractor for these
costs, either through a deduction from the final payment owed to the Contractor or through invoicing. If
the Contractor fails to honor this invoice or credit memo, the County may terminate the contract for
default.
COUNTY IS TAX-EXEMPT
When purchasing on a direct basis, the County is generally exempt from Federal Excise Taxes and all
State of Florida sales and use taxes (85-8013874700C-1). Visit Lake County Tax Exemption Certificate
pageto print a copy of the certificate. Except for items specifically identified by the Contractor and
accepted by the County for direct County purchase under the Sales Tax Recovery Program, Contractors
doing business with the County are not exempt from paying sales tax to their suppliers for materials to
fulfill contractual obligations with the County, nor will any Contractor be authorized to use any of the
County’s Tax Exemptions in securing such materials.
SHIPPING TERMS, F.O.B. DESTINATION
The F.O.B. point for any product ordered will be F.O.B.: DESTINATION – Inside Delivery, FREIGHT
ALLOWED. The County will not consider any Proposal showing a F.O.B. point other than F.O.B.:
Destination – Inside Delivery.
ACCEPTANCE OF GOODS OR SERVICES
The products delivered as a result of a solicitation will remain the property of the Contractor, and services
rendered under the Contract will not be deemed complete, until a physical inspection and actual usage
of the products or services is accepted by the County and is in compliance with the terms in the contract.
Any goods or services purchased as a result of a solicitation or Contract may be tested/inspected for
compliance with specifications. In the event that any aspect of the goods or services provided is found
to be defective or does not conform to the specifications, the County reserves the right to terminate the
Contract or initiate corrective action on the part of the Contractor, to include return of any non-compliant
goods to the Contractor at the Contractor’s expense,requiring theContractor to either provide a direct
replacement for the item, or a full credit for the returned item. The Contractor shall not assess any
additional charges for any conforming action taken by the County under this clause. The County will not
be responsible to pay for any product or service that does not conform to the Contract specifications.
In addition, any defective product or service or any product or service not delivered or performed by the
date specified in a purchase order or Contract, may be procured by the County on the open market, and
any increase in cost may be charged against the Contractor. Any cost incurred by the County in any re-
procurement plus any increased product or service cost will be withheld from any monies owed to the
Contractor by the County for any Contract or financial obligation.
ESTIMATED QUANTITIES
Estimated quantities or dollars are for the Vendor’s guidance only and may be used in the award
evaluation process. No guarantee is expressed or implied as to quantities or dollar value that will be used
during the Contract period. The County is not obligated to place any order for a given amount subsequent
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to the award of a solicitation. In no event will the County be liable for payments in excess of the amount
due for quantities of goods or services actually ordered.
PURCHASE OF OTHER ITEMS
While the County has listed all major items within a solicitation, there may be ancillary or similar items
purchased by the County during the term of a Contract. The Contractor will provide a price quote for the
ancillary items. The County may request price quotes from all Contractorsunder Contract if there are
multiple Contracts. The County reserves the right to award these ancillary items to the primary
Contractor, another Contract Contractor based on the lowest price quoted, or to acquire the items through
a separate solicitation.
Although a Contract may identify specific locations to be serviced, it is hereby agreed and understood
that any County department or facility may be added or deleted to the Contract at the option of the
County. The location change will be addressed by formal Contract modification. The County may obtain
price quotes for the additional facilities from other Vendors if fair and reasonable pricing isnot obtained
from the Contractor, or for other reasons at the County’s discretion. It is hereby agreed and understood
that the County may delete service locations when such service is no longer required, upon fourteen (14)
calendar days’ written notice to the Contractor.
SAFETY
The Contractor will be responsible for initiating, maintaining, and supervising all safety precautions and
programs in connection with the work and for complying with all requirements of the Occupational
Safety and Health Administration Act (OSHA). The Contractor shall take all necessary precautions for
the safety of and shall provide the necessary protection to prevent damage, injury, or loss to persons or
property.
The Contractor shall provide all standard equipment, work operations, safety equipment, personal
protective equipment, and lighting required or mandated by State, Federal, OSHA, or Americans with
Disabilities Act of 1990 (ADA) regulations.
The Contractor shall designate a competent person of its organization whose duty will be the prevention
of accidents at the site. This person must be literate and able to communicate fully in the English
language because of the necessity to read job instructions and signs, as well as the need for conversing
with County personnel. This person must be the Contractor’s superintendent unless otherwise designated
in writing by theContractor to the Contract Manager.
MATERIAL SAFETY DATA SHEET (MSDS)
The Contractor is responsible to ensure the County has received the latest version of any MSDS required
by 29 C.F.R. Section 1910.1200 with the first shipment of any hazardous material. The Contractor shall
promptly provide a new MSDS to the County with the new information relevant to the specific material
at any time the content of an MSDS is revised.
TOBACCO PRODUCTS
Tobacco use, including both smoke and smokeless tobacco, is prohibited on County owned property.
CLEAN-UP
If applicable, all unusable materials and debris must be removed from the premises at the end of each
workday and disposed of in an appropriate manner. The Contractor shall thoroughly clean up all areas
where work has been involved as mutually agreed with the associated user department’s project manager
upon final completion.
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PROTECTION OF PROPERTY
All existing structures, utilities, services, roads, trees, shrubbery, and property in which the County has
an interest must always be protected against damage or interrupted services by the Contractor during the
term of a Contract. The Contractor will be held responsible for repairing or replacing property to the
satisfaction of the County which is damaged by reason of the Contractor’s operation on the property. In
the event the Contractor fails to comply with these requirements, the County reserves the right to secure
the required services and charge the costs of such services back to the Contractor.
CERTIFICATE OF COMPETENCY/LICENSURE, PERMITS, AND FEES
Any Vendor that submits an offer in response to a County solicitation shall, at the time of such offer if
required, hold a valid Certificate of Competency or appropriate current license issued by the State or
County Examining Board qualifying the Vendor to perform the work proposed. If work for other trades
is required in conjunction with a solicitation, and such work will be performed by subcontractors hired
by the Vendor, an applicable Certificate of Competency/license issued to the subcontractors must be
submitted with the Vendor’s offer. The County may at its option and in its best interest, allow the Vendor
to supply the subcontractors certificate/license to the County during the offer evaluation period. The
Contractor is responsible to ensure that all required licenses, permits, and fees (to include any inspection
fees) required for a project are obtained and paid for, and shall comply with all laws, ordinances,
regulations, and building or other code requirements applicable to the work contemplated in a
solicitation. Damages, penalties, or fines imposed on the County or the Contractor for failure to obtain
required licenses, permits, inspection or other fees, or inspections will be borne by the Contractor.
TRUTH IN NEGOTIATION CERTIFICATE
Any organization awarded a Contract must execute a truth-in-negotiation certificate stating that the wage
rates and other factual unit costs are accurate, complete, and current, at the time of contracting for each
Contract that exceeds $195,000.00. Any Contract requiring this certificate will contain a provision that
the original Contract price and any additions will be adjusted to exclude any significant sums by which
the County determines the Contract price was increased due to inaccurate, incomplete, or non-current
wage rates and other factual unit costs. All such Contract adjustments will be made within one (1) year
following the end of the Contract.
COMPETENCY OF VENDORS AND ASSOCIATED SUBCONTRACTORS
Proposals will be considered fromfirms which are regularly engaged in the business of providing or
distributing the goods or services described in the solicitation, and who can produce evidence of a
consistent satisfactory record of performance. The County may consider any evidence available to it of
the financial, technical, and other qualifications and abilities of any Vendor responding under a
solicitation, including past performance with the County. Vendors must have sufficient financial support
and organization to ensure satisfactory delivery under the stated solicitation terms and conditions of any
Contract awarded. In the event the Vendor intends to subcontract any part of its work or will obtain the
goods specifically offered under the Contract from another source of supply, the Vendor may be required
to verify the competency of its subcontractor or supplier. The County reserves the right, before awarding
the Contract, to require a Vendor to submit such evidence of its or its subcontractor’s qualifications.
RESPONSIBILITY AS EMPLOYER
The employees of the Contractor will always be considered its employees, and not an employees or
agents of the County. The Contractor shall provide employees capable of performing the work as
required. The County may require the Contractor to remove any employee it deems unacceptable. All
employees of the Contractor may be required to wear appropriate identification.
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MINIMUM WAGES
Under the Contract, the wage rate paid to all laborers, mechanics and apprentices employed by the
Contractor for the work under the Contract, must not be less than the prevailing wage rates for similar
classifications of work as established by the Federal Government and enforced by the U.S. Department
of Labor, Wages and Hours Division, and Florida’s Minimum Wage requirements in Article X, Section
24 (f) of the Florida Constitution and enforced by the Florida Legislature by statute or the State Agency
for Workforce Innovation by rule, whichever is higher.
PRICE REDETERMINATIONS
Contractor may petition for a price redetermination with documented increases in the cost of wages, fuel,
or materials within 30 calendar days of the anniversary date of the Contract.Price redeterminations will
be based upon changes documented by the applicable Employment Cost Index (ECI) or Producer Price
Index (PPI) as published on the Bureau of Labor Statistics site here. Contractor may petition for price
redetermination for Contractor’s minimum wage employees should the minimum wage increase during
the Contract. Upon verification, the Countymaygrant an increase matching the minimum wage increase.
INDEMNIFICATION
To the extent permitted by law, the Contractor shall indemnify and hold harmless the County and its
officers, employees, agents and instrumentalities from any and all liability, losses or damages, including
attorneys’ fees and costs of defense, which the County or its officers, employees, agents or
instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any
kind or nature arising out of, relating to or resulting from the performance of the Contract by the
Contractor or its employees, agents, servants, partners, principals or subcontractors. The Contractor shall
pay all claims and losses in connection with those claims and losses, and shall investigate and defend all
claims, suits or actions of any kind or nature in the name of the County, where applicable, including
appellate proceedings, and shall pay all costs, judgments, and attorneys’ fees which may be incurred.
The Contractor expressly understands and agrees that any insurance protection required by the Contract
or otherwise provided by the Contractor will in no way limit the responsibility to indemnify, keep and
hold harmless and defendthe County or its officers, employees, agents and instrumentalities as provided
in a solicitation or any Contract arising from a solicitation.
TERMINATION FOR CONVENIENCE
The County, at its sole discretion, reserves the right to terminate the Contract upon thirty (30) days’
written notice. Upon receipt of such notice, the Contractorshall not incur any additional costs under the
Contract. The County will be liable only for reasonable costs incurred by the Contractor prior to notice
of termination. The County will be the sole judge of “reasonable costs.”
TERMINATION DUE TO UNAVAILABILITY OF CONTINUING FUNDING
When funds are not appropriated or otherwise made available to support continuation of performance in
a current or subsequent fiscal year, the Contract will be cancelled, and the Contractor will be reimbursed
for the reasonable value of any non-recurring costs incurred amortized in the price of the supplies or
services/tasks delivered under the contract.
TERMINATION FOR DEFAULT
The County reserves the right to terminate any Contract arising from a solicitation, in part or in whole,
or affect other appropriate remedy in the event the Contractor fails to perform in accordance with the
terms and conditions stated in the Contract. The County further reserves the right to suspend or debar
the Contractor in accordance with the County’s ordinances, resolutions and administrative orders. The
Contractor will be notified by letter of the County’s intent to terminate and the Contractor will be given
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ten (10) calendar days to cure the breach. In the event of termination for default, the County may procure
the required goods and services from any source and use any method deemed in its best interest. All re-
procurement costs will be borne by the Contractor.
FRAUD AND MISREPRESENTATION
Any individual, corporation or other entity that attempts to meet its contractual obligations through fraud,
misrepresentation or other material misstatement, may be debarred for up to five (5) years. The County
as a further sanction may terminate or cancel any other Contracts with such individual, corporation or
entity with such Contractor held responsible for all direct or indirect costs associated with termination
or cancellation, including attorneys’ fees.
RIGHT TO AUDIT
The County reserves the right to require the Contractor to submit to an audit, by any auditor of the
County’s choosing. The Contractor shall provide access to all of its records, which relate directly or
indirectly to the contract at its place of business during regular business hours. The Contractor shall
retain all records pertaining to the contract and upon request make them available to the County for three
(3) complete calendar years following expiration of the contract. The 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 the Contractor provides technology services, the Contractor must provide Statement of Standards for
Attestations Engagements (SSAE) 16 or 18 and System and Service Organization Control (SOC) reports
upon request by the County. The SOC reports must be full Type II reports that include the Contractor’s
description of control processes, and the independent auditor’s evaluation of the design and operating
effectiveness of controls. The cost of the reports will be paid by the Contractor.
If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any
nature by the Contractor to the County in excess of one percent (1%) of the total contract billings, in
addition to making adjustments for the overcharges, the reasonable actual cost of the County’s audit
must be reimbursed to the County by the Contractor. 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 within a
reasonable amount of time, but in no event may the time exceed ninety (90) calendar days, from
presentation of the County’s audit findings to the Contractor.
This provision is hereby considered to be included within, and applicable to, any subcontractor
agreement entered into by the Contractor in performance of any work under the contract.
PROPRIETARY/CONFIDENTIAL INFORMATION
Vendors are hereby notified that all information submitted as part of a Proposal will be available for
public inspection in compliance with Chapter 119 of the Florida Statutes (the “Public Record Act”). The
Vendor should not submit any information in response to a solicitation which the Vendor considers
proprietary or confidential. The submission of any information to the County in connection with a
solicitation will be deemed a waiver from release of the submitted information unless such information
is exempt or confidential under the Public Records Act.
PUBLIC RECORDS LAW
Pursuant to section 119.0701(2)(a), Florida Statutes, the County is required to provide Contractor with
this statement and establish the following requirements as contractual obligations pursuant to the
contract:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY
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TO PROVIDE PUBLIC RECORDS RELATING TO THIS SOLICITATION,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 352-343-9839,
PURCHASING@LAKECOUNTYFL.GOV, BY MAIL, OFFICE OF
PROCUREMENT SERVICES, ATTN: RON FALANGA, P.O. BOX 7800
TAVARES, FL 32778.
By entering into the Contract, Contractor acknowledges and agrees that any records maintained,
generated, received, or kept in connection with, or related to the performance of services provided under,
the Contract are public records subject to the public records disclosure requirements of section 119.07(1),
Florida Statutes, and Article I, section 24 of the Florida Constitution. Pursuant to section 119.0701,
Florida Statutes, any Contractor entering into a contract for services with the County is required to:
A.Keep and maintain public records required by the County to perform the services and work provided
pursuant to the Contract.
B. Upon request from the County’s custodian of public records, provide the County with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost
that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by
law.
C. Ensure that public records that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law for the duration of the Contract term and
following completion or termination of the Contract if the Contractor does not transfer the records
to the County.
D. Upon completion or termination of the Contract, transfer, at no cost, to the County all public records
in the possession of the Contractor or keep and maintain public records required by the County to
perform the service. If the Contractor transfers all public records to the County upon completion or
termination of the Contract, the Contractor shall destroy any duplicate public records that are exempt
or confidential and exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion or termination of the Contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored electronically must be
provided to the County, upon request from the County’s custodian of public records, in a format that
is compatible with the information technology systems of the County.
Requests to inspect or copy public records relating to the County’s Contract for services must be made
directly to the County. If Contractor receives any such request, Contractor shall instruct the requestor to
contact the County. If the County does not possess the records requested, the County shall immediately
notify the Contractor of such request, and the Contractor must provide the records to the County or
otherwise allow the records to be inspected or copied within a reasonable time.
Contractor acknowledges that failure to provide the public records to the County within a reasonable
time may be subject to penalties under section 119.10, Florida Statutes. Contractor further agrees not to
release any records that are statutorily confidential or otherwise exempt from disclosure without first
receiving prior written authorization from the County. Contractor shall indemnify, defend, and hold the
County harmless for and against any and all claims, damage awards, and causes of action arising from
the Contractor’s failure to comply with the public records disclosure requirements of section 119.07(1),
Florida Statutes, or by Contractor’s failure to maintain public records that are exempt or confidential and
exempt from the public records disclosure requirements, including, but not limited to, any third party
claims or awards for attorney’s fees and costs arising therefrom. Contractor authorizes County to seek
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declaratory, injunctive, or other appropriate relief against Contractor from a Circuit Court in Lake
County on an expedited basis to enforce the requirements of this section.
COPYRIGHTS
Any copyright derived from a Contract will belong to the author. The author and the Contractor shall
expressly assign to the County nonexclusive, royalty free rights to use any and all information provided
by the Contractor in any deliverable or report for the County’s use which may include publishing in
County documents and distribution as the County deems to be in its best interests. If anything included
in any deliverable limits the rights of the County to use the information, the deliverable will be
considered defective and not acceptable and the Contractor will not be eligible for any compensation.
The County owns and retains all proprietary rights in its logos, trademarks, trade names, and copyrighted
images (Intellectual Property). As such, nothing in any solicitation permits or shall be construed as
authorizing Vendor or Contractor to use or display County's Intellectual Property. The County has the
right to redact the County Logo displayed on any submission.
SOVEREIGN IMMUNITY
County expressly retains all rights, benefits and immunities of sovereign immunity in accordance with
Section 768.28, Florida Statutes. Nothing will be deemed as a waiver of immunity or the limitations of
liability of County beyond any statutory limited waiver of immunity or limits of liability. Nothing will
inure to the benefit of any third party for the purpose of allowing any claim against County, which would
otherwise be barred under the law.
COMPLIANCE WITH FEDERAL STANDARDS
All items to be purchased under a Contract must be in accordance with all governmental standards to
include, but not be limited to, those issued by the Occupational Safety and Health Administration
(OSHA), the National Institute of Occupational Safety Hazards (NIOSH), and the National Fire
Protection Association (NFPA).
E-VERIFY
Upon award of a Contract, the Contractor shall utilize the U.S. Department of Homeland Security’s E-
Verify system in accordance with the terms governing use of the system to confirm the employment
eligibility of all new persons hired by the Contractor during the term of the Contract.
The Contractor shall include in all contracts with subcontractors performing work pursuant to any
Contract, an express requirement that subcontractors utilize the U.S. Department of Homeland Security’s
E-Verify system in accordance with the terms governing use of the system to confirm the employment
eligibility of all new employees hired by subcontractors during the term of the subcontract.
HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA)
The Contractor may be required to execute aBusiness Associate Agreement, pursuant to the Health
Insurance Portability and Accountability Act of 1996 (P.L. 104-191) (codified at 42 U.S.C. Section
1320d, et. seq.), and regulations contained in 45 C.F.R. Parts 160 and 164.
If the Contractor obtains any information governed by 42 U.S.C. Section 290dd-2 and the regulations
implemented by the Substance Abuse and Mental Health Services Administration at 42 C.F.R. Part 2
(collectively referred to as the “SAMHSA regulations”), whether from the County or another source,
while providing services to the County under the contract, the Contractor shall only use or disclose that
information pursuant to the SAMHSA regulations.
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The Contractor will also comply with any and all laws under the State of Florida governing the
confidentiality of health information, including but not limited to records or other documents containing
medical, mental health, or substance abuse information.
FORCE MAJEURE
The parties will exercise every reasonable effort to meet respective obligations under the Contract but
will not be liable for delayed performance or nonperformance resulting from a force majeure. A party
that becomes aware of a force majeure that will significantly delay performance will notify the other
party promptly, within 15 calendar days, after if discovers the force majeure. If a force majeure occurs,
the parties may execute a contract modification or change order to extend the performance schedule or
make accommodations that are reasonable under the circumstances.
NO CLAIM FOR DAMAGES
No claim for damages or any claim other than for an extension of time may be made or asserted against
the County because of any delays. No interruption, interference, inefficiency, suspension, or delay in the
commencement or progress of the work will relieve the Contractor of duty to perform or give rise to any
right to damages or additional compensation from the County. The Contractor’s sole remedy will be the
right to seek an extension to the Contract time. However, this provision will not preclude recovery of
damages by the Contractor for hindrances or delays due solely to fraud, bad faith, or active interference
on the part of the County.
CERTIFICATION REGARDING SCRUTINIZED COMPANIES
The Contractor hereby certifies that, pursuant to Section 287.135, Florida Statutes, it is not listed on the
Scrutinized Companies that Boycott Israel and is not participating in a boycott of Israel. The Contractor
understands that pursuant to Section 287.135, Florida Statutes, the submission of a false certification
may subject it to civil penalties, attorneys’ fees, and costs. The Contractor further understands that any
contract with the County for goods or services may be terminated at the option of the County if the
Contractor is found to have submitted a false certification or has been listed on the Scrutinized
Companies that Boycott Israel list or is participating in a boycott of Israel.
For purchases of $1 million or more:
By submitting a response to any solicitation, the Contractor hereby certifies that, pursuant to Section
287.135, Florida Statutes, it is not listed on the Scrutinized Companies with activities in the Iran
Petroleum Energy Sector List, or the Scrutinized Companies with Activities in Sudan List, is not listed
on the Scrutinized Companies that Boycott Israel and is not participating in a boycott of Israel, and is
not engaged in business operations in Cuba or Syria. The Contractor understands that pursuant to Section
287.135, Florida Statutes, the submission of a false certification may subject it to civil penalties,
attorneys’ fees, and costs. The Contractor further understands that any contract with the County for goods
or services of $1 million or more may be terminated at the option of the County if the Contractor is found
to have submitted a false certification or has been listed on the Scrutinized Companies with activities in
the Iran Petroleum Energy Sector List or the Scrutinized Companies with Activities in Sudan List, is
listed on the Scrutinized Companies that Boycott Israel list or is participating in a boycott of Israel, or is
engaged in business operations in Cuba or Syria.
ANTI-TRAFFICKING RELATED ACTIVITIES
The U.S. Government has adopted a policy prohibiting trafficking in persons including the trafficking-
related activities listed below. These prohibitions specifically apply to come federally funded contracts
and prohibit contractors, contractor employees, and their agents from:
A. Engaging in severe forms of trafficking in persons during the period of performance of the contract;
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B.Procuring commercial sex actsduring the period of performance of the contract;
C. Using forced labor in the performance of the contract;
D. Destroying, concealing, confiscating, or otherwise denying access by an employee to the employee's
identity or immigration documents, such as passports or drivers' licenses, regardless of issuing
authority;
E.Using misleading or fraudulent practices during the recruitment of employees;
F. Charging employees or potential employees recruitment fees;
G. Failing to provide return transportation or paying for the cost of return transportation upon the end
of employment for certain employees;
H. Providing or arrange housing that fails to meet the host country housing and safety standards; or
I. Failing to provide an employment contract, recruitment agreement, or other required work
documents in writing, as required by law or contract.
NOTICES
All notices given by one party to the other party under a contract must be delivered to the receiving
party’s address set forth on the Contract either by hand, qualified courier, or e-mail and will be deemed
received the day after it is transmitted. For County, it must be addressed to the Office of Procurement
Services, Post Office Box 7800, 315 West Main Street, Suite 441, Tavares, Florida, 32778 or emailed to
purchasing@lakecountyfl.gov.
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