12-2026.08.03-RFP26009AG-SampleAgreement.pdf

SAMPLE

AGREEMENT

SAMPLE AGREEMENT-SUBJECT TO CHANGE

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SAMPLE AGREEMENT-SUBJECT TO CHANGE

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AGREEMENT

BY AND BETWEEN

GREGORY TONY, PH.D., AS SHERIFF OF BROWARD COUNTY, FLORIDA

AND

[CONTRACTOR’S NAME]

THIS AGREEMENT entered into this ________ day of ______________, 20___ by and between Gregory Tony, Ph.D., as Sheriff of Broward County, Florida (hereinafter referred to as "SHERIFF" or “BSO”) and [CONTRACTOR NAME] located at [ADDRESS 1], [ADDRESS 2], [CITY], [STATE] [ZIP CODE] (hereinafter referred to as "CONTRACTOR".

WHEREAS, the SHERIFF issued RFP #26009AG (“RFP”) Ordering System, attached hereto and incorporate herein by reference as Exhibit A; and

WHEREAS, CONTRACTOR submitted a proposal to said RFP; and

WHEREAS, CONTRACTOR was awarded the bid for said RFP and the parties are desirous of entering into an agreement for the services; and

In consideration of the terms and conditions contained herein, SHERIFF and CONTRACTOR covenant and agree as follows:

SECTION I

SCOPE OF SERVICES

1.1 CONTRACTOR shall provide services as identified in RLI/RFP under the terms, conditions, requirements, technical provisions, specifications and criteria itemized in the Scope of Services, contained within RLI/RFP as modified and detailed through the CONTRACTOR’S proposal to RLI/RFP (hereinafter referred to as the “Project”), and herein.

1.2 ONLINE WEB-BASED PROMOTIONAL PRODUCTS ORDERING SYSTEM

1.2.1 CONTRACTOR shall perform all work identified in this Agreement, RFP #26009AG and CONTRACTOR’s response to the RFP, which are incorporated herein by reference. CONTRACTOR’s services under this Agreement include but are not limited to the following:

a) Providing a web-based promotional products ordering system;

b) Customization of products for each BSO district; and

c) Variable ordering quantities.

1.2.2 This is an open-ended contract. There is no minimum number of products that will be ordered by SHERIFF.

SECTION II

MANNER OF PERFORMANCE

SAMPLE AGREEMENT

SAMPLE AGREEMENT-SUBJECT TO CHANGE

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2.1 CONTRACTOR shall perform all services in a sound and workmanlike manner. All services shall adhere to the professional standards exercised by fellow professionals for similar projects. CONTRACTOR agrees to complete work in a satisfactory, safe and timely manner as determined by SHERIFF in strict conformity with RLI/RFP.

2.2 CONTRACTOR shall determine the means and manner of performance for any and all services rendered pursuant to this Agreement. CONTRACTOR shall not be subject to the direction or control of SHERIFF, except as provided herein or required by applicable federal, state and local statutes, laws, rules, ordinances or regulations.

2.3 CONTRACTOR agrees to perform, at all times faithfully, industriously, and to the best of its ability, experience, and talent, all of the duties that may be required of and from it pursuant to the express and implicit terms of this Agreement.

2.4 CONTRACTOR and CONTRACTOR’S employees and agents and

subcontractors shall at all times keep their required state and local licensure active and in good standing as required by law when providing services under this Agreement.

CONTRACTOR will notify SHERIFF in writing if such licenses are revoked, voided, terminated or expired.

2.5 The parties agree that time is of the essence and that the CONTRACTOR will complete the evaluations, reports, plans, testing, designs, performances and other services related to the Project in a judicious and timely manner.

3.6 Unless otherwise agreed to, all CONTRACTOR’S work at a SHERIFF’S physical site or location shall be done during normal SHERIFF’S working hours (8:30 a.m. to 5:00 p.m.), or such other times mutually agreeable by and between the parties but shall not occur over holidays, past 5:00 p.m. or on the weekends.

SECTION III

TERM

3.1 This agreement is to commence on October 1, 2026, and shall remain in effect for a period of three (3) years through September 30, 2031, unless otherwise terminated or extended as provided herein.

3.2 SHERIFF, in his sole discretion, shall have the option to unilaterally renew this Agreement for up to two (2) additional one (1) year terms with thirty (30) days’ notice to

CONTRACTOR.

SECTION IV

CONSIDERATION

4.1 SHERIFF shall pay CONTRACTOR for promotional products received pursuant to the price list, attached hereto as Exhibit C and incorporated by reference. All costs for shipping the Merchandise to the Worksite and/or the Broward County District Sub- Stations Locations shall be burdened by CONTRACTOR. All costs for Merchandise returns

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brought by BSO to the Worksite shall be burdened by CONTRACTOR, provided that such returns are only of items that have not been modified or have been incorrectly modified by

CONTRACTOR.

4.2 Price Increase. The prices quoted in Exhibit C, attached hereto, may not be increased for the first ninety (90) days of the Term. Any proposed increases in charges for Merchandise are limited to increased costs from its suppliers, provided that charges shall not be increased beyond yearly CPI increases or 3% per year, whichever is lower. CONTRACTOR may request to increase price for particular items by providing BSO documentation of the increase from the manufacturer, or in the alternative, provide a replacement product of like kind and quality at the equivalent price. CONTRACTOR shall not make more than one request per month to increase costs for particular items. If increases are agreed to by BSO in writing, CONTRACTOR shall provide an updated Exhibit C at the beginning of the next month after approval was granted which such updated Exhibit C shall be approved in writing by BSO.

SECTION V

REIMBURSABLE EXPENSES

5.1 The cost of any and all necessary permits for the project is included in the project price provided in Exhibit B. Any reimbursable expenses shall be included in the consideration payable to the CONTRACTOR as more fully described in this Section V of this Agreement.

5.2 Unless agreed otherwise in writing by SHERIFF, SHERIFF shall not be charged travel costs to/from any Project site or any office overhead expenses, supplies, copy charges, stamped plans/drawings, certification costs, telephone or telecommunication charges, postage or courier charges.

5.3 There shall be no travel expenses or costs passed on to SHERIFF, unless expressly agreed to by and between the parties and itemized within the CONTRACTOR’S proposal.

SECTION VI

EXPENSES

Unless otherwise agreed to herein, CONTRACTOR shall be fully and solely responsible for any and all expenses incurred by CONTRACTOR in the performance of this Agreement, including, but not limited to, costs of supplies, fees, permits, licenses, bonds or taxes, and all other costs of doing business. CONTRACTOR shall not, in any manner, incur indebtedness on behalf of SHERIFF.

SECTION VII

ORDER OF PREFERENCE AND EXPRESS LIMITATION OF CONTRACTOR’S

EXCEPTIONS TO RLI/RFP

7.1 The parties agree for purposes of this Agreement, the Agreement shall include

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this agreement, all of its exhibits and addendums, and subsequent amendments dully executed by the parties. The parties agree that should there be a conflict between the terms and conditions herein and the Agreement’s exhibits and addendums, the terms of this Agreement shall govern first, then Exhibit A, then by Exhibit B, and finally Exhibit C. The parties further agree, unless otherwise expressly addressed herein this Section, CONTRACTOR’s exceptions as listed in Exhibit B are not agreed to by the parties and shall not be construed to have been adopted.

7.2 [INSERT AGREED UPON CONTRACTOR’S EXCEPTIONS, IF ANY.]

SECTION VIII

RECORDS

8.1 Pursuant to Florida law (including but specifically but not limited to section

119.0701 of the Florida statutes), CONTRACTOR must comply with all applicable public records laws. Specifically, CONTRACTOR shall:

(a) Keep and maintain public records required by SHERIFF to perform the services contracted for in this Agreement.

(b) Upon request from SHERIFF, SHERIFF’S designee or SHERIFF’S custodian of public records, provide SHERIFF or designee with a copy of the requested records or allow the records to be inspected or copied, at SHERIFF or designee’s sole option, within a reasonable time at no cost to SHERIFF.

(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 of the contract if the contractor does not transfer the records to SHERIFF.

(d) Upon completion of the contract, transfer, at no cost, to SHERIFF all public records in possession of CONTRACTOR or keep and maintain public records required by SHERIFF to perform the services contracted for in this Agreement, at SHERIFF’S sole option. If the CONTRACTOR transfers all public records to SHERIFF upon completion 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 of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public records.

(e) All public records stored electronically by the CONTRACTOR pertaining to the services contracted for in this Agreement must be provided to SHERIFF, upon request from the SHERIFF, or SHERIFF’S designee or SHERIFF’S custodian of records, designee, in a format that is compatible with the information technology systems of

SHERIFF.

In the event CONTRACTOR receives a public records request related to this

Agreement and the services provided hereunder, CONTRACTOR shall promptly forward the same to SHERIFF for SHERIFF’S records.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE

PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF

PUBLIC RECORDS AT: ERIN FOLEY, DIRECTOR, RECORDS BUREAU, BROWARD

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SHERIFF’S OFFICE, 2601 WEST BROWARD BLVD., FORT LAUDERDALE, FLORIDA

33312; TELEPHONE: (954) 831-8745; Erin_Foley@Sheriff.org OR THE OFFICE OF THE

GENERAL COUNSEL, BROWARD SHERIFF’S OFFICE AT (954) 831-8920.

8.2 SHERIFF shall have the right to audit the books, records, and accounts of

CONTRACTOR that are related to this Agreement. CONTRACTOR shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Agreement. All books, records, and accounts of SHERIFF shall be kept in written form, or in a form capable of conversion into written form within a reasonable time and, upon request to do so, CONTRACTOR shall make same available at no cost to SHERIFF in written form.

8.3 CONTRACTOR shall preserve and make available, at reasonable times for examination and audit by SHERIFF, all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for the required retention period of the Florida Public Records Act (Chapter 119, Fla. Stat.), if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3) years after termination of this Agreement. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by SHERIFF to be applicable to CONTRACTOR's records, CONTRACTOR shall comply with all requirements thereof; however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by CONTRACTOR. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for SHERIFF’S disallowance and recovery of any payment upon such entry.

SECTION IX

EMPLOYMENT RESPONSIBILITY

9.1 Any employees utilized by CONTRACTOR to fulfill the terms and conditions of this Agreement shall be deemed employees of CONTRACTOR, not of SHERIFF.

9.2 Accordingly, CONTRACTOR shall be responsible for assuming the cost of contributions to pension funds, insurance premiums, workers compensation funds (Chapter 441, FSA), or other recognized employee fringe benefits.

9.3 SHERIFF shall not be liable for and CONTRACTOR agrees to indemnify SHERIFF against any liability resulting from injury or illness, of any kind whatsoever, to CONTRACTOR’S employees, agents, or servants during the performance of the services, duties, and responsibilities contemplated herein.

9.4 SHERIFF reserves the right to approve all persons employed by or subcontracted by the CONTRACTOR on this Project at any time for security purposes. If requested by SHERIFF, persons working on the Project shall provide a copy of their Driver’s License and their Social Security number for security clearance to work on the project. Any person working on this Project without clearance may, at the SHERIFF’s sole discretion, cause immediate termination of the Contract.

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9.5 In accordance with, §448.095, Florida Statutes, CONTRACTOR shall register with and utilize the E-Verify System operated by the United States Department of Homeland Security to verify the employment eligibility of all new employees hired during the term of the Agreement and shall expressly require any subcontractors performing work or providing services pursuant to this Agreement to likewise utilize the E-Verify System to verify the employment eligibility of all new employees hired by the subcontractor during the term of this Agreement. If CONTRACTOR enters into a contract with a subcontractor performing work or providing services on its behalf, CONTRACTOR shall also require the subcontractor to provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Information on registration for and use of the E- Verify System can be obtained via the internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-Verify. Every Contractor shall, upon request, provide evidence of compliance with this provision to the SHERIFF. Failure to comply with this provision is a material breach of an Agreement, and the SHERIFF may choose to terminate the Agreement at its sole discretion. CONTRACTOR may be liable for all costs associated with SHERIFF securing the same services, inclusive, but not limited to, higher costs for the same services and rebidding costs (if necessary).

SECTION X

CRIMINAL HISTORY

10.1 CONTRACTOR represents that its principal owners, partners, corporate officers, and employees, do not have any past felony criminal convictions or any pending criminal charges. CONTRACTOR has disclosed all such convictions or pending criminal charges to the SHERIFF and further agrees to disclose any future convictions or pending criminal charges.

10.2 SHERIFF reserves the right to approve or reject, for any reason, CONTRACTOR’s staff and subcontractors assigned to this project at any time.

CONTRACTOR’s staff and subcontractors may be subject to a criminal background check prior entering into SHERIFF facilities if needed to provide services pursuant to this Agreement.

SECTION XI

INDEPENDENT CONTRACTOR

11.1 CONTRACTOR has the right to provide services to others or hold itself out to the public as available to engage in agreements with others.

11.2 CONTRACTOR shall at all times be an independent CONTRACTOR under this Agreement, rather than an employee, agents, or representative of SHERIFF, and no act, action, or omission to act by CONTRACTOR shall in any way obligate or bind SHERIFF.

CONTRACTOR covenants and agrees that he/she shall not represent to any third party that CONTRACTOR is a director, officer, agent, employee, or representative of SHERIFF.

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SECTION XII

PAYMENT OF TAXES

CONTRACTOR shall bear all responsibility for the payment of any federal, state or local taxes and fees, if applicable. It is understood by both parties that SHERIFF will not, in any manner, be responsible for the aforementioned taxes or fees.

SECTION XIII

DATA PROGRAMS, COMPUTER SERVICES, TELECOMMUNICATIONS AND

INTERNET APPLICATIONS

13.1 This Section shall apply if the CONTRACTOR is providing any data services, data programs, hosted solutions, cloud services, internet services, internet applications, telecommunications services or any data technology.

13.2 All data, internet, software systems and telecommunication systems related to the Project and supplied by CONTRACTOR shall not interfere with other telecommunication systems operated by SHERIFF. Any standalone data-circuit(s) or telecommunication line(s) not presently at any physical SHERIFF’S facility and which are needed to operate the systems related to the Project and are needed to avoid conflict with present operable systems at the facility, shall be paid for by CONTRACTOR.

13.3 Prior to performing any CONTRACTOR’S services, deliverables, software, formulas, calculations, work-flows, codes, scripts and data and processes, CONTRACTOR shall use commercially available industry acceptable anti-virus software to detect viruses in said deliverables/items or upon any media on which such deliverables/items is provided to

SHERIFF.

13.3 CONTRACTOR also represents and warrants that, CONTRACTOR’S telecommunications systems, cloud hosting environment, software, codes, scripts, formulas, calculations, work-flows, data and processes are delivered or provided to SHERIFF, are free from malicious software, including but not limited to computer viruses, malware, ransomware, spyware, etc. No portion of such telecommunications or the media upon which data is stored or transferred has any type of undocumented software routines or other elements which is intentionally designed to permit, allow or cause any of the following:

a. Unauthorized access to or intrusion upon;

b. Disabling of;

c. Erasure of; or

d. Interference with any hardware, software, data or peripheral equipment whether directly or by transference.

In the event of a breach of this representation and warranty, CONTRACTOR shall pay for, and/or remedy or correct any damages, harm or malfunctions caused by a breach of the above at no cost to SHERIFF.

13.4 Upon termination of this Agreement for any reason, CONTRACTOR shall provide SEHRIFF with all of SHERIFF’S data and documents stored on CONTACTOR’S systems and storage devices (and cloud hosting locations) in a commercially available

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downloadable and readable format such as WORD, PDF, Excel, etc. without any proprietary claims thereto or codes needed by SHERIFF to read and access for SHERIFF’S future use.

13.5 If it is determined by SHERIFF that CONTRACTOR’S services provided under this Agreement require compliance with Criminal Justice Information Systems security protocols and training, as required by the Federal Bureau of Investigations or the Florida Department of Law Enforcement, then all such governmental protocols shall be followed, including but not limited to security components, training, screening, access procedures, etc.

SECTION XIV

TERMINATION

14.1 The failure of either party to perform under the terms and conditions of this Agreement for a period of fifteen (15) calendar days after written notice by the other party shall constitute a breach of this Agreement; provided, however, that if the nature of the breach is such that more than fifteen (15) calendar days are reasonably required for its cure then the breaching party shall not be deemed to be in breach if the breaching party commences to cure within said fifteen (15) day period and thereafter diligently prosecutes such cure to completion. In the event the breaching party does not cure within the time period provided herein, the non-breaching party may immediately terminate this Agreement upon written notice to the breaching party.

14.2 SHERIFF reserves the right to terminate this Agreement, or may terminate any individual Phase of the Project, for convenience upon providing the CONTRACTOR with a thirty (30) day advance written notice of such termination. In the event the SHERIFF terminates this agreement pursuant to this paragraph CONTRACTOR shall be paid for all the actual goods and services provided to the SHERIFF prior to the date of termination.

14.3 In the event the parties mutually agree in writing, the Agreement may be terminated on the terms and dates stipulate herein.

14.4 SHERIFF, in his sole discretion, may terminate the Agreement immediately upon the occurrence of any of the following events:

14.4.1 CONTRACTOR’S violation of the Florida Public Records Act

14.4.2 CONTRACTOR’S violation of the E-Verify Provision within this

Agreement

14.4.3 CONTRACTOR’S insolvency, bankruptcy, receivership, assignment of rights or assets

14.4.4 CONTRACTOR’S violation or non-compliance with the non-discrimination provisions of this Agreement

14.4.5 CONTRACTOR’S failure to maintain insurance in accordance with the insurance provisions within this Agreement

14.4.6 CONTRACTOR’S conduct or non-performance that amounts to a public safety hazard to the public or SHERIFF’S staff

14.4.7 Any of CONTRACTOR’S staff, agents, employees or subcontractors working on this project without proper security clearances

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14.5 This Agreement and/or the future construction it contemplates is subject to funding and appropriations from the Broward County. If such funding or appropriations are not allocated at the discretion of Broward County, then this agreement and/or the future construction that it contemplates shall terminate and SHERIFF shall not be responsible for any further obligations or payments to CONTRACTOR. In no way shall this provision be interpreted to limit or condition or affect SHERIFF’S right to terminate this Agreement pursuant to Section 14.2.

SECTION XV

CIVIL RIGHTS REQUIREMENTS

15.1 CONTRACTOR shall comply with all applicable sections of the Americans with Disabilities Act.

15.2 CONTRACTOR shall not discriminate against any client, employee or applicant for employment on the basis of race, age, religion, color, gender, sex, national origin, marital status, sexual orientation or physical or mental disability.

SECTION XVI

CONFIDENTIALITY

16.1 To the extent permitted by law, CONTRACTOR shall not at any time, in any manner, either directly or indirectly, communicate to any person, firm, corporation or other entity any information of any kind concerning any matter affecting or relating to the business of SHERIFF, including, but not limited to, its manner of operation, its plans, facility structures, facility blue prints or site plans, systems, security components, computer systems, criminal justice information, criminal justice activities, processes or other data of any kind, nature or description. Under no circumstances shall the plans or specifications for this project be transmitted or shared in part or in whole without the expressed written permission of the SHERIFF. The parties stipulating that as between them, the aforementioned matters are important, material and confidential and gravely affect the effective and successful conduct of the business of SHERIFF, and its goodwill, and that any breach of the terms of this paragraph is a material breach of this Agreement. CONTRACTOR acknowledges that a breach of this confidentiality during or following this period of this contract will cause irreparable injury to SHERIFF, that the remedy at law for any such violation or threatened violation will not be adequate and that SHERIFF shall be entitled to temporary and permanent injunctive relief.

16.2 Unless approved by the SHERIFF, CONTRACTOR shall not disclose, in any manner, either directly or indirectly, any information obtained by CONTRACTOR through its performance of this Agreement. CONTRACTOR shall have each employee, subcontractor, material man, agent, representative, and volunteer providing services pursuant to this Agreement and any party in which CONTRACTOR discloses information related to ANY Project, sign the Confidentiality Agreement attached hereto as Exhibit D.

SECTION XVII

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INDEMNIFICATION & SOVEREIGN IMMUNITY

CONTRACTOR shall indemnify and hold harmless the SHERIFF, and his officers and employees, from any claims, liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONTRACTOR and other persons employed or utilized by CONTRACTOR in the performance of this Agreement. CONTRACTOR shall further indemnify and hold harmless the SHERIFF, and his officers and employees, from any claims, liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys’ fees, related to CONTRACTOR’S performance of this Agreement and other persons employed or utilized by CONTRACTOR in the performance of this Agreement SHERIFF is a state agency or political subdivision as defined in Chapter 768.28, Florida Statutes, and nothing herein is intended to serve as a waiver of sovereign immunity nor shall anything included herein be construed as a consent to be sued by third parties in any matter arising out of this Agreement or any other contract.

SECTION XVIII

INSURANCE

18.1 Throughout the term of this Agreement and for all applicable statutes of limitation periods, CONTRACTOR shall maintain in full force and affect the insurance coverage set forth in this Section. The provisions within this Section shall survive the expiration or termination of this Agreement. Furthermore, CONTRACTOR will ensure that its subcontracts maintain the insurance coverage set forth in this Section and provide the Certificate of Insurance to BSO listing the additional insureds as set forth in Section 18.1(b) below.

a. All Insurance Policies shall be issued by companies that (A) are authorized to transact business in the State of Florida; and (B) have agents upon whom service of process may be made in Broward County, Florida; and (C) have a Best's rating of A-VI or better.

b. Broward County Sheriff's Office, BSO, the Sheriff, Broward County, the Board of Commissioners of Broward County and their officers, agents, employees and commission members shall be named as an Additional Insureds with a CG026 Additional Insured – Designated Person or Organization endorsement, or similar endorsement to the liability policies (on all of the below required policies except Workers Compensation) and are defended and indemnified for claims to the extent caused by the negligent acts, errors or omissions or negligence of CONTRACTOR, its employees, agents, sub-contractors, and representatives; but is not defended or indemnified for the additional insured’s own acts, actions, omissions, negligence. This should be evidenced by a copy of the Additional Insured Endorsement attached to the Certificate of Insurance on such insurance policies.

c. All insurance policies shall be endorsed to provide that (A) CONTRACTOR’s insurance is primary to any other insurance available to the additional insured

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with respect to claims covered under the policy; and (B) CONTRACTOR’s insurance policy includes a “severability of interest” clause; and (C) the CONTRACTOR’s insurance policy provides a waiver of subrogation in favor of the SHERIFF and Broward County. Self-insurance shall not be acceptable.

d. CONTRACTOR shall provide Sheriff’s Director of Risk Management and SHERIFF’S Contracts Manager with a copy of the Certificate of Insurance or endorsements evidencing the types of insurance and coverages required by this Section within three (3) calendar days of SHERIFF’S request, and, at any time thereafter, upon request by the SHERIFF. If the CONTRACTOR fails to submit the required insurance certificate in the manner prescribed, the CONTRACTOR shall be in default, and the Agreement may be rescinded at the SHERIFF’S sole discretion. Further, CONTRACTOR shall provide, within thirty (30) days after receipt of a written request from the SHERIFF, a copy of the policies providing the coverage required by this Agreement.

CONTRACTOR may redact provisions of the policies that are not relevant to the insurance required by this Agreement

e. CONTRACTOR shall carry the following minimum types of Insurance when rendering the services under this Agreement:

1. WORKER'S COMPENSATION:

Worker’s Compensation Insurance is to apply to all employees in compliance with the “Workers’ Compensation Law” of the State of Florida for statutory obligations imposed by Workers Compensation or Occupational Disease Laws, including where applicable, the United States Longshoreman’s and Harbor Workers Act, the Federal Employers Liability Act and the Jones Act which includes Employers’ Liability insurance and all applicable federal laws. In addition, the policy(ies) must include Employer's Liability with the following minimum limits: Employer’s Liability for each accident – Five Hundred Thousand Dollars ($500,000.00) Employer’s Liability for each disease – Five Hundred Thousand Dollars ($500,000.00).

2. BUSINESS AUTOMOBILE LIABILITY INSURANCE:

CONTRACTOR shall carry business automobile liability insurance with minimum limits of One Million ($1,000,000) dollars per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include:

Owned vehicles; Hired and non-owned vehicles; Leased; and Employees' non-ownership.

3. COMMERCIAL GENERAL LIABILITY:

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CONTRACTOR shall carry Commercial General Liability Insurance with minimum limits of not less than One Million Dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Any aggregate limit must be approved by SHERIFF’S Risk Management and apply on a project basis. Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial General Liability Policy, without restrictive endorsements as filed by the Insurance Services Office and must include: (A) Premises and/or Operations; (B) Products and/or Completed Operations Extension providing that loss occurring or discovered within three (3) years after date of Final Acceptance of the Project or CONTRACTOR’S work by SHERIFF shall be deemed to be an occurrence within the policy period; (C) Independent Contractors;

(D) Broad Form Property Damage; (E ) Broad Form Contractual Coverage applicable to this specific Agreement, including any hold harmless and/or indemnification Agreement; and (F) Personal Injury Coverage with Employee and Contractual Exclusions removed with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability.

4. EMPLOYEE FIDELITY INSURANCE:

CONTRACTOR shall carry Employee Fidelity Insurance with minimum limit of One Million Dollars ($1,000,000).

5. PROPERTY INSURANCE, BUILDER’S RISK OR INSTALLATION

FLOATER:

If CONTRACTOR supplies construction supplies and materials or services for real property modification/repair/construction (“Project”) to a Project site, then CONTRACTOR shall provide insurance coverages as set forth within this subsection and evidenced to SHERIFF as a condition precedent to the Notice to Proceed for said modifications/repairs/construction. Coverage shall be "All Risks" Completed Value form to provide coverage at least equal to the full contract value of the project when complete with a deductible not to exceed Ten Thousand Dollars ($10,000) each claim for all perils except wind and flood. For the perils of wind and flood, CONTRACTOR shall maintain a deductible that is commercially feasible which does not exceed five (5%) of the "values at risk at the time of loss" unless otherwise approved by the SHERIFF's Risk Management Division. The Builder’s Risk policy shall include coverage for any damage to property resulting from faulty workmanship. Any sublimit for wind or flood must be approved by the SHERIFF's Risk Management Division.

Waiver of Occupancy Clause or Warranty-Policy must be specifically endorsed to eliminate any "Occupancy Clause" or similar warranty or representation that the building(s), addition(s) or structure(s) in the course of construction shall not be occupied without specific endorsement of the policy. The Policy must be endorsed to provide that

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the Builder's Risk coverage will continue to apply until final acceptance of the building(s), addition(s) or structure(s) by SHERIFF. The Builder's Risk policy shall reflect BSO, the Broward Sheriff’s Office, the Sheriff, Broward County, the Board of County Commissioners, its officers, agents, employees and Commission Members as an "Additional Insured" and as a loss payee. The Builder's Risk policy(ies) shall be endorsed to waive the insurer's rights of subrogation against BSO, the Broward Sheriff’s Office, the Sheriff, Broward County, the Board of County Commissioners, its officers, agents, employees and Commission Members. The Builder’s Risk Insurance shall include interests of the Broward Sheriff’s Office, the CONTRACTOR and subcontractors of the Project. The CONTRACTOR shall include a separate line item for all costs associated with the Builder’s Risk Insurance Coverage for the project. Broward Sheriff’s Office reserves the right, at its sole discretion, to utilize the CONTRACTOR’s Builder’s Risk Insurance or for the Sheriff’s Office to purchase its own Builder’s Risk Insurance for the Project. Prior to the CONTRACTOR purchasing the Builder’s Risk insurance for the Project, the CONTRACTOR shall allow the SHERIFF the opportunity to analyze the CONTRACTOR’s coverage and determine who shall purchase the coverage. Should SHERIFF utilize the CONTRACTOR’s Builder’s Risk Insurance, the CONTRACTOR shall be responsible for all deductibles. If SHERIFF chooses to purchase the Builder’s Risk Coverage on the Project, the CONTRACTOR shall provide the SHERIFF with a change order deduct for all premiums and costs associated with the Builder’s Risk insurance in their schedule.

6. UMBRELLA OR EXCESS LIABILITY INSURANCE. CONTRACTOR

may satisfy the minimum liability limits required above under an Umbrella or Excess Liability policy. There is no minimum Per Occurrence limit of liability under the Umbrella or Excess Liability;

however the Annual Aggregate limit shall not be less than the highest “Each Occurrence” limit for any of the policies noted above.

CONTRACTOR agrees to name and endorse the Broward County Sheriff’s Office, BSO, the Sheriff, Broward County, the Board of Commissioners of Broward County and their officers, agents, employees and commission members as additional insured.

7. CYBER LIABILITY INSURANCE. CONTRACTOR shall carry cyber liability insurance in limits of not less than One Million ($1,000,000) dollars for each wrongful act, and Three Million ($3,000,000) dollars in the aggregate that provides coverage for: Liability for security or privacy breaches, including loss or unauthorized access to, use of, or tampering with computer systems, including hacker attacks and the introduction of a computer virus into, or otherwise causing damage to SHERIFF’S or a third party’s computer, computer system, network, or similar computer related property and data, software and computers

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thereon; costs associated with a privacy breach, including consumer notification, customer support and crisis management, and costs of providing credit monitoring services; Expenses related to regulatory compliance, government investigations, fines, fees assessments and penalties; Costs of restoring, updating or replacing data; Privacy liability losses connected to network security, privacy, and media liability; “Insured versus insured” exclusion prohibited.

f. CONTRACTOR'S insurance policies shall provide SHERIFF with at least sixty

(60) calendar days prior written notice of cancellation, non-renewal, restrictions, or reduction in coverage or limits. Notice shall be sent to:

Broward Sheriff's Office Broward Sheriff's Office Contracts Manager AND Director, Risk Management 2601 W. Broward Blvd. 2601 W. Broward Blvd.

Ft. Lauderdale, FL 33312 Ft. Lauderdale, FL 33312

g. If CONTRACTOR’s insurance policy is a claims made policy, then

CONTRACTOR shall maintain such insurance coverage for a period of five (5) years after the expiration or termination of the Agreement or any extensions or renewals of the Agreement. Applicable coverages may be met by keeping the policies in force, or by obtaining an extension of coverage commonly known as a reporting endorsement or tail coverage.

h. If any of CONTRACTOR’s insurance policies includes a general aggregate limit and provides that claims investigation or legal defense costs are included in the general aggregate limit, the general aggregate limit that is required shall be no less than five (5) times the occurrence limits specified above in this Section.

18.2 COMMENCEMENT OF OPERATION: CONTRACTOR may commence

operations, pursuant to the terms of this Agreement, but must provide a certification of insurance coverage set forth in this Section 18, to SHERIFF’S Director of Risk Management, with the executed Agreement.

18.3 PAYMENT: If any of the insurance policies required under this Section above lapse during the term of this Agreement or any extension or renewal of the same, CONTRACTOR shall not receive payment from the SHERIFF until such time that SHERIFF has received satisfactory evidence of reinstated coverage of the types and coverage specified in this Section that is effective as of the lapse date. SHERIFF, in his sole discretion, may terminate the Agreement immediately and no further payments shall be due to

CONTRACTOR.

18.4 RENEWAL OF INSURANCE: CONTRACTOR shall be responsible for assuring that the insurance certificate required in conjunction with this Section remains in force for the duration of the contractual period. If the insurance certificate is scheduled to expire during this period, CONTRACTOR shall be responsible for submitting a new or

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renewed insurance certificate to SHERIFF at a minimum of sixty (60) calendar days in advance of such expiration. In the event that expired certificate is not replaced with a new or renewed certificate which covers the contractual period, SHERIFF may suspend this Agreement until such time as the new or renewed certificate is received by SHERIFF.

18.5 MINIMUM COVERAGE: Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve CONTRACTOR of liability in excess of such coverage, nor shall it preclude SHERIFF from taking such other actions as is available to him under any other provisions of this Agreement or otherwise in law or equity.

18.6 SHERIFF is a state agency or political subdivision as defined in Chapter 768.28, Florida Statutes, and nothing herein is intended to serve as a waiver of sovereign immunity, nor shall anything include herein be construed as a consent to be sued by third parties in any matter arising out of this Agreement or any other contract.

SECTION XIX

PUBLIC ENTITY CRIMES ACT, SCRUTINIZED COMPANIES LIST

& FOREIGN COUNTRIES OF CONCERN

In accordance with the Public Entity Crimes Act (§287.133, Florida Statutes) a person or affiliate who has been placed on the convicted vendor list maintained by the State of Florida Department of General Services following a conviction for a public entity crime may not submit a bid on a contract with the SHERIFF, may not be awarded or perform work as a CONTRACTOR, supplier, or subcontractors, under a contract with the SHERIFF, and may not conduct business with the SHERIFF for a period of thirty six (36) months from the date of being placed on the convicted vendor list. Violation of this Section by CONTRACTOR shall result in termination of this Agreement and may cause CONTRACTOR debarment.

By signing this agreement and the attached certification marked as Exhibit F, CONTRACTOR certifies that it is not on the Scrutinized Companies that Boycott Israel List, created pursuant to §215.4725, Florida Statutes, or engaged in a boycott of Israel; and, for bids, proposals or contracts for goods or services of one million dollars or more, that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in Iran Terrorism Sectors List, or engaged in business operations in Cuba or Syria, per §287.135, Florida Statutes. If SHERIFF determines, using credible information available to the public, that CONTRACTOR has submitted a false certification, SHERIFF shall provide CONTRACTOR with written notice of its determination. CONTRACTOR shall have 90 days following receipt of the notice to respond in writing and to demonstrate that the determination of false certification was made in error. If CONTRACTOR does not make such demonstration within 90 days after receipt of the notice, SHERIFF shall bring a civil action against the CONTRACTOR. If a civil action is brought and the court determines that the CONTRACTOR has submitted a false certification, CONTRACTOR shall pay a civil penalty equal to the greater of $2 million or twice the amount of the contract for which the false certification was submitted, and all reasonable attorney fees and costs, including any costs for investigations that led to the finding of false certification; and, CONTRACTOR will be ineligible to bid on any contract with an agency or local governmental entity for 3 years after

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the date SHERIFF determined that CONTRACTOR submitted a false certification, pursuant §287.135(5)(a) Florida Statutes.

Pursuant to section 287.138 of the Florida statutes, governmental entities within the

State of Florida, including the SHERIFF are prohibited from entering into certain contracts with entities where a foreign country of concern, as defined in section 287.138(1)(c) of the Florida statutes, possesses a controlling interest in the entity. By signing this Agreement, CONTRACTOR represents and warrants that: it is not owned or controlled by a foreign country of concern nor a foreign principal, as defined by sections 287.138(1)(c), 288.0071 and

692.01 of the Florida statutes; no foreign country of concern has a controlling interest in CONTRACTOR’S business entity, as defined by section 287.138(1)(a) of the Florida statutes;

and CONTRACTOR is not organized under the laws of or has its principal place of business in a foreign country of concern as defined by section 287.138(2)(c) of the Florida statutes.

Misrepresentation by CONTRACTOR of the forgoing to SHERIFF will cause this Agreement to be voided, at SHERIFF’S discretion, and no further payment will be due by SHERIFF to CONTRACTOR. Upon SHERIFF’S’s request, the CONTRACTOR will complete and submit an affidavit signed by an officer or authorized representative of the contractor under penalty of perjury that that their company is not an entity the SHERIFF is prohibited from contracting with pursuant to section 287.138 of the Florida statutes.

SECTION XX

FLORIDA ANTI-HUMAN TRAFFICKING LAWS

By execution of this Agreement by the undersigned authorized representative of CONTRACTOR, CONTRACTOR hereby attests under penalty of perjury that CONTRACTOR does not use coercion for labor or services, as such terms are defined in section 787.06 of the Florida statutes. The undersigned authorized representative of CONTRACTOR declares that they have read the foregoing statement and that the facts stated in it are true. CONTRACTOR agrees to provide SHERIFF the attached Certification of Compliance with Florida Anti-Human Trafficking Laws marked as Exhibit G upon signing of this Agreement.

SECTION XXI

PERFORMANCE AND PAYMENT BONDS

21.1 If the [RLI/RFP] requires CONTRACTOR to secure payment and/or performance bonds, then this section shall apply.

21.2 CONTRACTOR shall provide to SHERIFF a payment and performance bond at an amount of One Hundred Percent (100%) of the Agreement’s price Upon execution of this Agreement, CONTRACTOR shall, within five (5) working days, provide SHERIFF ‘s Purchasing Department with a Common Law Performance Bond and a Statutory Payment Bond that meets the approval of SHERIFF’S Risk Management Department. The Payment and Performance bond shall be in CONTRACTOR’s name and shall be in the full amount (100%) of CONTRACTOR’s total proposed price. The Payment and Performance Bond must be executed by a surety company of recognized standing and licensed to conduct business in the State of Florida and have a registered agent with the Secretary of State for The State of

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Florida. The surety company must have a best rating of A-VI or better. The amount of the required bond shall not exceed five percent (5%) of the reported policy holder’s surplus as reported in the latest (1989 or later) edition of Best's Day rating Guide, published by Alfred M. Best Company, Inc. Failure to provide the Payment and Performance bond within the five

(5) working day period shall be sufficient cause for SHERIFF’S Contract Administrator to deem the CONTRACTOR nonresponsive and mollify the contract award. This bond shall be kept in full force and effect throughout the life of the project quotation awarded that the bond was issued for.

21.3 Each of the forgoing bond(s) shall continue in effect for the duration of any warranty period after final completion and acceptance of the work with liability equal to one hundred percent (100%) of the contract price stated herein, or an additional bond shall be conditioned that CONTRACTOR will, upon notification by SHERIFF, correct any defective or faulty work or materials which appear within two (2) year after final completion of this Agreement.

SECTION XXII

DRUG-FREE WORKPLACE

CONTRACTOR shall provide a drug-free workplace program in accordance with applicable laws and in accordance with the Drug Free Workplace Certification attached as Exhibit E and incorporated herein.

SECTION XXIII

CJIS REQUIREMENTS

23.1 CONTRACTOR’S services provided under this Agreement and/or the performance of the Services identified in Exhibit A require compliance with Criminal Justice Information Systems (CJIS) security protocols and training, as required by the Federal Bureau of Investigations and/or the Florida Department of Law Enforcement, then all such governmental protocols shall be followed, including but not limited to security components, training, screening, access procedures, etc. CONTRACTOR burdens all costs and expense with such training and certifications and conforming its systems and services to CJIS compliance standards at all times.

23.2 CONTRACTOR shall comply with the FBI CJIS Security policy screening requirements for all staff, employees, subcontractors, Key Personnel (as more fully identified in Exhibit A), agents and/or vendors that will have unescorted physical or logical access to criminal justice information and/or access to any Broward Sheriff’s Office facility that is deemed a physically secure location. The screening consists of a state/national fingerprint-based background check and online Security Awareness training that is renewed every year.

CONTRACTOR may not fingerprint its own employees, subcontractors or agents and fingerprinting must be taken/rolled/printed by a recognized law enforcement agency or an FDLE-approved third-party vendor.

23.3 All of CONTRACTOR’s staff, employees, Key Personnel (as more fully identified within Exhibit A), subcontractors, agents and/or vendors who access or handle in any way, DO NOT COMPLETE

SHERIFF’S CJIS or CJI the appropriate security awareness training via the CJIS online application and update and maintain the same throughout the duration of this Agreement at CONTRACTOR’S sole cost and expense. CONTRACTOR shall maintain the Security Addendum Certification form mandated by CSP and provided by SHERIFF’S CJIS Compliance unit to CONTRACTOR for each of CONTRACTOR’S staff, employees, Key Employees (as more fully identified within Exhibit A), subcontractors, agents and/or vendors with access to SHERIFF’S CJI or CJIS.

23.4 If the services rendered by CONTRACTOR under this Agreement is in noncompliance with any FBI or FDLE regulations pertaining to the accessing, storing, transmitting or handling CJI, as updated and modified from time to time by FBI and/or FDLE, then CONTRACTOR shall take all necessary action to bring its services into compliance as soon as possible. SHERIFF reserves the right to deny physical and/or logical access to a contractor that is deemed to be in noncompliance with these provisions. This is a material term of the Agreement and if such noncompliance is not timely remedied by CONTRACTOR, SHERIFF may terminate the Agreement and CONTRACTOR shall allow SHERIFF the ability to recapture SHERIFF’S data as more fully described herein and CONTRACTOR shall facilitate SHERIFF’S efforts in recovering said data from CONTRACTOR’S systems.

SECTION XXIV

CRIMINAL HISTORY

24.1 CONTRACTOR represents that its principal owners, partners, corporate officers, and employees, do not have any past felony criminal convictions or any pending criminal charges. CONTRACTOR has disclosed all such convictions or pending criminal charges to the SHERIFF and further agrees to disclose any future convictions or pending criminal charges.

24.2 CONTRACTOR’S staff may be subject to a criminal background check prior to providing services pursuant to this Agreement. CONTRACTOR’S staff or subcontractors will provide personal identification as requested by SHERIFF so that SHERIFF may conduct said background checks.

SECTION XXV

ASSIGNMENT

This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered by CONTRACTOR, under any circumstances, without the prior written consent of SHERIFF, and said consent may be withheld for any reason or no reason whatsoever by the SHERIFF.

SECTION XXVI

NOTICE

Any notice hereunder by one party to the other party…