12-RLI-25004JD Sample Agreement FINAL.pdf

AGREEMENT

by and between

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

and

THIS AGREEMENT entered into this ____ day of _____, 2025, by and between Gregory

Tony, Ph.D., as Sheriff of Broward County, Florida (hereinafter referred to as "SHERIFF") and

WHEREAS, SHERIFF issued a RLI #25004JD for Pre-Employment Medical Testing, Random Drug Testing and Medical Certification Services (“Solicitation”), attached hereto and marked as Exhibit A, and incorporated by reference; and

WHEREAS, CONTRACTOR submitted its response to the Solicitation, attached hereto and marked as Exhibit B, and incorporated herein by reference; and

WHEREAS, SHERIFF has selected CONTRACTOR as one of the multiple successful bidders to be pre-qualified to provide Pre-Employment Medical Testing, Random Drug Testing and

Medical Certifications Services, on an as-needed basis, during the term of this AGREEMENT; and

WHEREAS, SHERIFF will request Pre-Employment Medical Testing, Random Drug

Testing and Medical Certifications Services from CONTRACTOR, and other successful bidders, on a case-by-case basis, at the SHERIFF’S discretion; and

IN CONSIDERATION of the mutual terms and conditions contained herein, SHERIFF and

CONTRACTOR covenant, and agree, as follows:

SECTION I

DEFINITIONS AND IDENTIFICATIONS

AGREEMENT. Means this document including the exhibits, schedules, and attachments attached hereto, and those documents that are set forth in this AGREEMENT, as being expressly incorporated herein by reference.

CONTRACT ADMINISTRATOR. The designee of the SHERIFF, whose primary responsibility is to coordinate and communicate with CONTRACTOR, and to manage and supervise performance and completion of this AGREEMENT, in accordance with the terms and conditions set forth herein.

In the administration of this AGREEMENT, as contrasted with matters of policy, all parties may rely on the instructions or determinations made by the Contract Administrator. The SHERIFF’S Contract

Administrator is Major Edward McCardle and/or his designee.

CONTRACTOR. Means _____________________________ and its successors and assigns.

SERVICES. Means the Pre-Employment Medical Testing, Random Drug Testing and Medical

Certifications Services and related functions set forth in the scope of services contained in section

3.6 (Scope of Services) of Exhibit A, which is attached hereto, and incorporated herein, and pursuant to the terms and conditions contained herein.

SHERIFF. Means the duly elected and qualified Sheriff of Broward County, Florida.

SECTION II

SCOPE OF SERVICES

2.1 CONTRACTOR is hereby retained to provide to the SHERIFF Pre-Employment

Medical Testing, Random Drug Testing and Medical Certifications Services as more specifically set forth in the scope of services contained in Section 3.6 (Scope of Services) of Exhibit A, which is attached hereto, and incorporated herein, and pursuant to the terms and conditions contained herein.

2.2 Only those CONTRACTOR exceptions found within CONTRACTOR’S proposal

(within Exhibit B) and specifically agreed to herein by the SHERIFF as itemized within this sub-section, shall be given force and effect as follows:

[TBD-Insert any agreed upon exceptions]

2.3 This is a Non-Exclusive agreement. CONTRACTOR, understands and acknowledges, that the SHERIFF will use multiple vendors to provide for the Services described herein. SHERIFF reserves the right to engage and hire vendors, and/or other law enforcement agencies, and/or SHERIFF’S employees, to perform any testing and evaluation services, by any means SHERIFF desires. There are no assurances, of any minimum or maximum orders or tests or requests for services, that will be requested, of the CONTRACTOR to perform. The use of

CONTRACTOR, or any other vendor, shall be in the SHERIFF’S sole discretion and on a case-by-case basis.

SECTION III

MANNER OF PERFORMANCE

3.1 CONTRACTOR shall perform all Services to the utmost professional standards and in accordance with the terms, conditions and requirements of the Solicitation.

3.2. 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. CONTRACTOR further agrees to perform all of its duties and obligations, under this AGREEMENT, in accordance with any and all applicable federal, state, and local statutes, laws, ordinances, regulations, rules, codes, and ethics.

3.3 CONTRACTOR agrees that the Services provided under this AGREEMENT shall be provided by employees that are educated, trained, experienced, certified, and licensed in all areas encompassed within their designated duties. CONTRACTOR agrees to furnish SHERIFF with any and all documentation, certifications, authorizations, licenses, permits, and registrations currently required by applicable laws, codes, rules, and regulations. CONTRACTOR further certifies that its employees will keep all licenses, permits, registrations, authorizations, and certifications required by applicable laws, codes, rules, and regulations in full force and effect during the term of this

AGREEMENT. Failure of CONTRACTOR to comply with this paragraph shall constitute a material breach of this AGREEMENT.

3.4 Copies of all evaluations, test results, notes, data, medical evaluations, risk assessments, and/or reports of test subjects generated under this AGREEMENT shall be released to

SHERIFF after each test or evaluation is complete, and shall not contain, and must be free from, any copyright or other intellectual claim, and shall become the property of the SHERIFF, and easily digitally retrieved and read by SHERIFF, without any use of proprietary software or licenses.

Notwithstanding anything to the contrary herein, CONTRACTOR shall not claim copyright, or mark as copyrighted, any and/or all materials, documents, exhibits, videos, audio or visual work product delivered to SHERIFF. If any intellectual property is generated by CONTRACTOR under this

AGREEMENT, then this AGREEMENT shall be considered a “Work for Hire” and all intellectual property rights, if they exist, vest solely with SHERIFF. SHERIFF may reproduce, distribute, copy all deliverables, documents, voice files, audio files, video files, transcripts, exhibits and alike, without limitation, and without additional compensation, to the CONTRACTOR.

3.5 If requested by SHERIFF, CONTRACTOR will offer testimony, statements, or depositions in legal proceedings and arbitrations involving the Services rendered under this

AGREEMENT, at no additional cost, or expense, to SHERIFF on an as-needed basis, except for travel expenses under F.S. 112.061.

3.6 There are no computer software upgrades or installations needed for the

CONTRACTOR to deliver services to SHERIFF, or for SHERIFF to deliver the data or files to

CONTRACTOR, for test results or evaluations, and if there are, CONTRACTOR will provide the same to SHERIFF as a license at no additional compensation.

3.7 SHERIFF may cancel any testing or evaluation request prior to CONTRACTOR’S commencement of the same, without any charges, fees, cancelation penalties or alike, to SHERIFF.

If a testing or evaluation is in process, and SHERIFF cancels the same, then CONTRACTOR may only seek payment for that part of the test or evaluation performed prior to receiving SHERIFF’S cancellation request. SHERIFF will not be changed for any test subjects that fail to attend their appointment time.

3.8 CONTRACTOR shall release to SHERIFF the SHERIFF required results requested by SHERIFF of each test or evaluation. CONTRACTOR shall keep the identity of each test subject confidential to all other parties, unless expressly authorized to release said results or identifications of test subjects to third parties.

3.9 Time being of the essence, appointments for administration of the tests and evaluations in accordance with these Services and the Solicitation’s requirements.

3.10 Upon SHERIFF’S request, CONTRACTOR must provide documentation that assessment and testing (and test interpretation) methods produce no adverse impact on protected classes.

3.11 CONTRACTOR will notify the SHERIFF’S Human Resources, Selection and

Assessment Manager of any pending legislative or regulatory changes that would impact this

AGREEMENT or the services provided hereunder.

3.12 If any claim or action is brought against the SHERIFF, which challenges any of the tests or evaluations performed by CONTRACTOR, CONTRACTOR will, at the request of the

SHERIFF, serve as the SHERIFF’S expert or material witness. This requirement shall survive the termination or expiration of this AGREEMENT.

SECTION IV

CONFLICT OF INTEREST

CONTRACTOR assures the SHERIFF, that to the best of its knowledge, the signing of this AGREEMENT, does not create any conflict of interest between itself, its associates, any principal of its firm, or any member or employee of the SHERIFF.

SECTION V

TERM

This AGREEMENT, shall commence on ______________, 2025, and remain in full force and effect, for a three (3) year period through _____________, 2028, with two (2), one (1) year renewal periods upon election by SHERIFF, at the same consideration rates contained herein.

SECTION VI

CONSIDERATION

6.1 CONTRACTOR shall provide the Services contemplated herein for a sum of

___________________________________ ($__________) Dollars per _____________________

[to reference CONTRACTOR’S response to the Solicitation]

6.2 CONTRACTOR shall submit all invoices to the SHERIFF’S Finance Department, 2601 W. Broward Boulevard, Fort Lauderdale, Florida 33312, identifying the nature of the work performed, the kinds and nature of the testing or evaluation, the test subject’s identity, date/time of the intake of the sample or start of the evaluation, and any discounts, any credits, and any other codes, categories and any other information requested by SHERIFF or descriptions of charges requested by SHERIFF, to accurately allocate the expenditure to the SHERIFF’S applicable division’s budget.

6.3 SHERIFF shall have the right to provide written objections to an invoice within fifteen (15) calendar days of SHERIFF’S receipt of such invoice. If no objection is made within such fifteen (15) business day period, payment shall be made within fifteen (15) calendar days thereafter.

6.4 CONTRACTOR recognizes that funding for SHERIFF requirements, including the funding for monies to pay for the services delivered hereunder, is done on a budget year basis

(October 1 through September 30). CONTRACTOR further recognizes that the Broward County

Commission is the authority which establishes, allocates, or otherwise provides for SHERIFF’S budget year funding. If in any budget year, funding, for any reason, is not provided for the monetary obligations of SHERIFF under this AGREEMENT, then this AGREEMENT, and payment obligations, may be terminated by SHERIFF, without penalty or further payment to CONTRACTOR therefore, except SHERIFF shall pay for work and services performed, and expenses and other charges incurred prior to termination. In the event of non-appropriation, the SHERIFF will provide

CONTRACTOR with at least thirty (30) days prior written notice.

SECTION VII

EXPENSES

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, licenses, bonds, taxes, and all other costs of doing business. CONTRACTOR shall not, in any manner, incur indebtedness on behalf of SHERIFF. The fees quoted in Section 6.1 herein include all CONTRACTOR’S costs and expenses, including, but not limited to, cost and expenses related to travel (if any).

SECTION VIII

RECORDS

8.1 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 and/or digital form.

8.2 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 Contract. 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.

8.3 Pursuant to Florida law (including, but specifically but not limited to, Section

119.0701, 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; and

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, RECORDS MANAGEMENT LIAISON OFFICER,

ADMINISTRATIVE SUPPORT BUREAU, BROWARD SHERIFF’S OFFICE,

2601 WEST BROWARD BLVD., FORT LAUDERDALE, FLORIDA 33312

(954) 831-8745 Erin_Foley@sheriff.org OR THE OFFICE OF GENERAL

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

SECTION IX

CRIMINAL HISTORY

9.1 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.

9.2 CONTRACTOR’S employees, agents, servants, or representatives directly performing

Services for CONTRACTOR, pursuant to this AGREEMENT, may be subject to a background screening conducted by the SHERIFF, prior to performing such Services. Such screening shall be at the expense of SHERIFF.

SECTION X

EMPLOYMENT RESPONSIBILITY

10.1 Any of CONTRACTOR’S employees, subcontractors, and any other person(s) performing Services pursuant to this AGREEMENT (hereinafter referred to collectively as “Staff”) shall be deemed as employed by CONTRACTOR, not the SHERIFF.

10.2 Accordingly, the SHERIFF shall not be responsible for, or assume any liability for, any salaries, wages, or other compensation, contributions to pension funds, insurance premiums, workers compensation funds, vacation, compensatory time, sick leave benefits, or any other amenities of employment to any of CONTRACTOR’S Staff.

10.3 CONTRACTOR shall have and maintain, sole responsibility and control, over the rendition of services, training, standards of performance, discipline of personnel, and other matters incident to the performance of its Services, duties, and responsibilities described and contemplated herein.

10.4 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

Staff during the performance of the Services, duties, and responsibilities contemplated herein.

mailto:Erin_Foley@sheriff.org

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

10.6 CONTRACTOR will be responsible for having its Staff complete and submit data forms, required to obtain clearance, prior to entering any of SHERIFF’S facilities. Such forms shall be provided by SHERIFF. CONTRACTOR agrees to abide by all of the security policies, procedures, rules, and regulations promulgated by the SHERIFF, when physically at any of the

SHERIFF’S facilities.

SECTION XI

CONTRACTOR’S STAFF

11.1 SHERIFF reserves the right to approve or reject, for any reason, CONTRACTOR’S

Staff providing services pursuant to this AGREEMENT at any time.

11.2 CONTRACTOR will maintain the continuity of the Staff assigned to provide

Services pursuant to this AGREEMENT throughout the term of this AGREEMENT.

11.3 CONTRACTOR agrees to defend, hold harmless, and indemnify the SHERIFF, and shall be liable and responsible, for any and all claims, suits, actions, damages, and costs (including attorney’s fees and court costs) made against the SHERIFF, occurring on account of, arising from, or in connection with the removal, and replacement of any Staff performing Services hereunder, at the request of the SHERIFF. Removal and replacement of any Staff shall not require the termination and/or demotion of such Staff.

11.4 CONTRACTOR agrees that CONTRACTOR will at all times employ, maintain and assign, to the performance of the work required hereunder, a sufficient number of competent, licensed, certified and qualified professionals and other personnel to meet the needs of the

SHERIFF.

SECTION XII

PAYMENT OF TAXES

CONTRACTOR shall bear all responsibility for the payment of any federal, state or local taxes and fees, if applicable, related to the business of CONTRACTOR and the payments to

CONTRACTOR’s Staff. It is understood by both parties, that SHERIFF will not, in any manner, be responsible for the aforementioned taxes or fees. It is further understood and agreed, that the

SHERIFF will not withhold any payroll taxes (i.e. federal withholdings, FICA) from the payments to

CONTRACTOR or its Staff.

SECTION XIII

CIVIL RIGHTS REQUIREMENTS

13.1 CONTRACTOR shall comply with all applicable sections of the Americans with

Disabilities Act.

13.2 CONTRACTOR’s shall not discriminate on the basis of race, age, religion, color, gender, national origin, marital status, sexual orientation or sexual identity, physical or mental disability, or political affiliation.

13.3 CONTRACTOR agrees that compliance with this Section constitutes a condition to this AGREEMENT, and that it is binding upon the CONTRACTOR, its successors, transferees, and assignees. CONTRACTOR will ensure that all subcontractors are not in violation of the terms of this

Section.

SECTION XIV

INDEMNIFICATION

14.1 CONTRACTOR shall indemnify, hold harmless and defend, the SHERIFF, his officers, employees, agents, servants, designees, attorneys, and legal representatives, against any claims, demands, causes of action, lawsuits, liabilities, costs, and expenditures of any kind, including attorneys’ fees, resulting, either directly or indirectly, from the acts, actions, omissions, negligence, or willful misconduct, of CONTRACTOR or its Staff and/or relating to the CONTRACTOR’S performance of this AGREEMENT or Services. The SHERIFF reserves the right to select defense counsel.

14.2 Nothing in this AGREEMENT is intended, nor shall it be construed or interpreted, to waive or modify, the SHERIFF’s immunities and limitations on liability provided for in Florida

Statutes section 768.28, as now worded, or as may hereafter be amended.

14.3 The above indemnification provisions shall survive the expiration or termination of the AGREEMENT.

SECTION XV

INSURANCE

15.1 Throughout the term of this AGREEMENT and for all applicable statutes of limitation periods, CONTRACTOR shall maintain, in full force and effect, the insurance coverage set forth in this section.

15.2 All Insurance Policies shall be issued by companies that:(a) are authorized to transact business in the State of Florida, (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.

15.3 All Insurance Policies shall name and endorse the following as additional insureds:

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 with a CG026 Additional Insured – Designated Person or Organization endorsement, or similar endorsement to the liability policies. Additional insured is defended and indemnified, for claims to the extent caused by the acts, actions, omissions, or negligence of CONTRACTOR, its employees, agents, subcontractors, and representatives; but is not defended or indemnified, for the additional insured’s own acts, actions, omissions, negligence.

15.4 All Insurance Policies shall be endorsed to provide that (a) CONTRACTOR’S insurance is primary to any other Insurance available to the additional insureds with respect to claims covered under the policy and (b) CONTRACTOR’S insurance applies separately to each insured against who claims are made, or suit is brought, and that the inclusion of more than one insured, shall not operate to increase the insurer’s limit of liability. Self-insurance shall not be acceptable.

15.5 If the CONTRACTOR fails to submit the required Certificate of Insurance in the manner prescribed with the executed AGREEMENT submitted to BSO and if not submitted with the executed AGREEMENT in no event to exceed three (3) calendar days, after request to submit

Certificate of Insurance, the CONTRACTOR shall be in default, and the contract shall be rescinded.

Under such circumstances, the Proposer may be prohibited from submitting future solicitations to

SHERIFF.

15.6 CONTRACTOR shall carry the following minimum types of Insurance (Commercial

General Liability is to be carried by all Contractors):

a. WORKER'S COMPENSATION: is to be maintained 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); and

b. BUSINESS AUTOMOBILE LIABILITY INSURANCE: with minimum limits of

One Million Dollars ($1,000,000.00) 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;

• Employees' non-ownership;

If CONTRACTOR does not maintain Business Automobile Liability coverage and its employees use a personal vehicle or a rental vehicle in the course and scope of providing Services under this Agreement, CONTRACTOR will provide proof of liability coverage with minimum limits of $1,000,000 per occurrence, combined single limits for Bodily Injury and Property Damage. Prior to providing the Services described herein, CONTRACTOR must provide BSO with documentation showing coverage for the minimum limits set forth above. The documentation should be the

(1) Declaration Sheet for the employee’s personal auto policy showing rental vehicle coverage and its limits, (2) a copy of the executed auto rental agreement showing the purchased coverage and its limits, or (3) a combination of both; and

c. COMMERCIAL GENERAL LIABILITY: CONTRACTOR shall carry

Commercial General Liability Insurance with limits of not less than one million dollars ($1,000,000) per occurrence combined single limit for Bodily Injury and

Property Damage. The insurance policy must include coverage that is not more restrictive than the latest edition of the Commercial General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office, and the policy must include the following coverages: Premises and/or operations, independent contractor, products and/or completed operations for contracts, contractual liability, broad form contractual coverage, broad form property damage, products, completed operations, personal injury and cross liability. Personal injury coverage shall include coverage that has the Employee and Contractual Exclusions removed; and

d. PROFESSIONAL LIABILITY (ERRORS AND OMISSIONS) INSURANCE:

CONTRACTOR shall carry Professional Liability coverage that has a per occurrence limit of not less than One Million ($1,000,000) dollars per claim, and an annual aggregate limit of not less than Two Million ($2,000,000) dollars.

CONTRACTOR shall require its subcontractors and independent contractors to carry these same levels of professional liability insurance; and

e. CYBER LIABILITY INSURANCE: If cyber liability insurance coverage is not included within the General Liability or Professional Liability policies, then

CONTRACT shall carry cyber liability coverage, 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 BSO’s or a third party’s computer, computer system, network, or similar computer related property and data, software and computers 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. UMBRELLA OR EXCESS LIABILITY INSURANCE: CONTRACTOR may satisfy the minimum liability limits required above by providing proof of 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. Additional insured is defended and indemnified for claims to the extent caused by the acts, actions, omissions or negligence of CONTRACTOR, its employees, agents, subcontractors, and representatives; but is not defended or indemnified, for the additional insured’s own acts, actions, omissions, negligence.

15.7 CONTRACTOR shall provide Sheriff’s Director of Risk Management and Sheriff’s

Contract Manager with a copy of the Certificate of Insurance and endorsements evidencing the types of insurance and coverage required by this article within three (3) calendar days of

CONTRACTOR’s receipt of Notice of Intent to Award the contract and, at any time thereafter, upon request by the Sheriff. It is the CONTRACTOR’S responsibility to ensure that the Director of Risk

Management and the Contract Manager both have a current Certificate of Insurance and endorsements at all times.

CONTRACTOR'S Insurance Policies shall be endorsed to 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

Attn: Contracts Manager AND Attn: Director, Risk Management

2601 W. Broward Blvd. 2601 W. Broward Blvd.

Ft. Lauderdale, Florida 33312 Ft. Lauderdale, Florida 33312

15.8 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 coverage may be met by keeping the policies in force, or by obtaining an extension of coverage commonly known as a Reporting Endorsement of Tail Coverage.

15.9 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 more than five (5) times the occurrence limits specified above in this article.

15.10 The provisions of this article shall survive the expiration or termination of this agreement.

15.11 COMMENCEMENT OF OPERATION: The CONTRACTOR shall not

commence operations, and/or labor, to complete this project, pursuant to the terms of this

AGREEMENT until certification or proof of insurance, issued directly by the insurance company underwriting department, detailing terms and provisions of coverage, has been received and approved by the BSO Director of Risk Management.

15.12 PAYMENT: If any of the insurance policies required within 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 the 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. The SHERIFF, in his sole discretion, may terminate the

AGREEMENT immediately and no further payments shall be due to CONTRACTOR.

15.13 RENEWAL OF INSURANCE: CONTRACTOR shall be responsible for assuring that the insurance certificate/endorsements required in conjunction with this section remains in force for the duration of the contractual period. If the insurance certificate/endorsements are scheduled to expire during this period, CONTRACTOR shall be responsible for submitting a new or renewed insurance certificate/endorsements to BSO at a minimum of sixty (60) calendar days in advance of such expiration. In the event that expired certificate/endorsements are not replaced, with a new or renewed certificate, which covers the contractual period, BSO shall suspend this AGREEMENT, until such time as the new or renewed certificate/endorsements are received by BSO.

15.4 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.

SECTION XVI

PUBLIC ENTITY CRIMES ACT

16.1 In accordance with the Public Entity Crimes Act (Section 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. CONTRACTOR’S execution of this AGREEMENT acknowledges CONTRACTOR’S representation that it has not been placed on the Convicted Vendor

List. Violation of this Article by CONTRACTOR shall result in termination of this AGREEMENT and may cause CONTRACTOR debarment.

16.2 By signing this AGREEMENT and the attached certification marked as Exhibit E, 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 ($1,000,000.00) or more, that it is not on the

Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector 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 Two Million

($2,000,000.00) Dollars 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 the date SHERIFF determined that

CONTRACTOR submitted a false certification, pursuant §287.135(5)(a) Florida Statutes.

SECTION XVII

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, 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 F upon signing of this Agreement.

SECTION XVIII

DRUG-FREE WORKPLACE

CONTRACTOR shall provide a drug-free workplace program in accordance with the Drug Free

Workplace Certification attached as Exhibit C and incorporated herein.

SECTION XIX

NOTICE

Any notice, hereunder, by one party to the other party, shall be given in writing by personal delivery, facsimile, regular mail, or certified mail with proper postage, to the party at the addresses designated in the AGREEMENT. Any notice, shall be effective, on the date it is received by the addressee.

Either party may change its address, for notice purposes, by giving the other party notice, of such change, in accordance with this paragraph.

Notices shall be addressed as follows:

TO CONTRACTOR:

Attn: _________________

TO SHERIFF:

Colonel Andrew Dunbar

Executive Director of Department of Human Resources, Communications & Records/Warrants

Sheriff's Office of Broward County

2601 W. Broward Boulevard

Fort Lauderdale, FL 33312

With copy to:

Office of the General Counsel

Sheriff’s Office of Broward County

2601 W. Broward Boulevard

Fort Lauderdale, FL 33312

SECTION XX

AGREEMENT TERMS TO BE EXCLUSIVE

This written AGREEMENT, including any exhibits, attachments, and schedules referred to herein, contains the sole and entire AGREEMENT between the parties. The parties, acknowledge and agree, that neither of them has made any representation with respect to the subject matter of this

AGREEMENT, or any representations, inducing its execution and delivery, except such representations as are specifically set forth in this writing, and the parties acknowledge that they have relied on their own judgment in entering into the same. The parties further acknowledge, that any statements or representations that may have been made by either of them to the other, are void and of no effect, and that neither of them has relied on such statements or representations in connection with its dealings with the other. This AGREEMENT replaces in full, any other agreements, by and between the parties, pertaining to employment testing and evaluation services upon its full execution.

SECTION XXI

WAIVER OR MODIFICATION OF AGREEMENT

No waiver or modification of this AGREEMENT, or of any covenant, condition, or limitation contained herein, shall be valid unless it is reduced to written form and duly executed by the parties.

No evidence of any waiver or modification, of the terms herein, shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising, in any manner, out of this AGREEMENT, unless such waiver or modification is in writing and duly executed by the parties.

SECTION XXII

PERFORMANCE MEASURES AND LIQUIDATED DAMAGES

22.1 The parties recognize and agree that certain events may cause SHERIFF to suffer losses or damages that are by their nature uncertain and difficult to prove. Accordingly, the parties agree that certain breaches of the Agreement will cause the CONTRACTOR to pay liquidated, stated or stipulated damages without any proof of the actual damage resulting from the breach. In no event shall these liquidated, stated or stipulated damages be construed or deemed to constitute penalties.

22.2 The parties agree that liquidated damages will be calculated annually (unless expressly stated otherwise otherwise) and subtracted from the total monthly compensation due for the next available month’s CONTRACTOR’S invoice. A failure by SHERIFF to calculate or assess or deduct liquidated damages for any period should not preclude the SHERIFF from later deducting the liquidated damages from a subsequent quarter’s invoice. The last payment due to

CONTRACTOR under this AGREEMENT shall be withheld until CONTRACTOR and SHERIFF determine the final reconciliation.

22.3 SHERIFF will evaluate the CONTRACTOR’S compliance with these standards in accordance with the RLI’s “Exhibit B- Performance Measures and Liquidated Damages” section, by way of: (i) conducting its own auditing with its own personnel; or (ii) an independent claim reviewer/performance auditor contracted with/by the SHERIFF. The cost for each annual audit, if elected by the SHERIFF, will be paid equally by both parties.

22.4 CONTRACTOR will provide access to, and copies of, all documents, data, filings, records, forms and claims related information (in all forms kept) free of charge to SHERIFF or the outside auditor selected by SHERIFF to enable the accurate auditing of the performance measures.

CONTRACTOR will make available its staff and representatives to answer SHERIFF’S questions or outside auditor’s questions upon request and as frequently necessary as determined by SHERIFF or the outside auditor. Failure to do so, will be considered a material breach of this AGREEMENT and SHERIFF may withhold future payments to CONTRACTOR, along with SHERIFF seeking any and all available legal remedies against the CONTRACTOR.

22.5 The performance measures and liquidated damages applicable to the

CONTRACTOR’S services under this AGREEMENT are found under the RLI’s “Exhibit B-

Performance Measures and Liquidated Damages” section.

E-VERIFY OBLIGATIONS

SECTION XXIII

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 this 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 XXIV

THIRD PARTY BENEFICIARIES

Neither CONTRACTOR nor SHERIFF intends to directly or substantially benefit a third party by this AGREEMENT. Therefore, the parties agree that there are no third party beneficiaries to this

AGREEMENT and that no third party shall be entitled to assert a claim against either of them based upon this AGREEMENT.

SECTION XXV

LOCATION AND OFFICE HOURS

CONTRACTOR shall have staffing in accordance with the requirements contained within the

Solicitation, including but not limited to section 3.6 of the Solicitation when providing Services under this AGREEMENT.

http://www.dhs.gov/E-Verify

SECTION XXVI

CONFLICTING TERMS

If there is a conflict between this document and any exhibit, then Sections 1-35 within this document controls, then Exhibit A and then Exhibit B, unless specific exceptions against Exhibit A have been taken out by CONTRACTOR and agreed to by the SHERIFF as identified in Section 22 and then the remaining exhibits in that order of preference.

SECTION XXVII

FORCE MAJEURE

Neither party shall be liable to the other for any failure or delay in performance hereunder due to circumstances beyond its reasonable control including, without limitation, Acts of God and governmental and judicial action not the fault of the party causing such failure or delay in performance.

SECTION XXVIII

TERMINATION

28.1 The AGREEMENT may be terminated upon the following events:

28.1.1. Termination by Mutual Agreement. In the event the parties mutually agree in writing, this AGREEMENT may be terminated on the terms and dates stipulated therein.

28.1.2 Termination Without Cause. SHERIFF shall have the right to terminate this

AGREEMENT without cause by providing CONTRACTOR with thirty (30) calendar day’s written notice via certified mail, return receipt requested or via hand delivery with proof of delivery.

28.1.3 Termination for Cause. In the event of a material breach, either party may provide the other party with written notice of the material breach. The notice should provide the other with such sufficient detail so it can readily understand the claim for material breach. The other party shall have thirty (30) calendar days from the date of its receipt of such notification to cure such material breach. If the material breach is not cured within that time period, the non-breaching party may terminate this AGREEMENT immediately. Material breaches shall include but are not limited to, violations of Governing Standards, local, state or federal laws, the SHERIFF’S policies and procedures concerning which CONTRACTOR was given prior written notice clearly labeled as important or the terms and conditions of this

AGREEMENT.

28.1.4 Termination for Lack of Funds. In the event the funds to finance this AGREEMENT become unavailable or are not allocated by Broward County, Board of County

Commissioners, SHERIFF may provide CONTRACTOR with thirty (30) calendar days written notice of termination. Nothing in this AGREEMENT shall be deemed or construed to prevent the parties from negotiating a new AGREEMENT in this event.

28.1.5 Immediate Termination by SHERIFF.

SHERIFF, in the SHERIFF’s sole discretion, may terminate this AGREEMENT immediately upon the occurrence of any of the following events:

a) CONTRACTOR’S violation of the Public Records Act;

b) The insolvency, bankruptcy or receivership of CONTRACTOR;

c) CONTRACTOR’S violation or non-compliance with Nondiscrimination

Article of this AGREEMENT;

d) CONTRACTOR’S failure to meet the required timelines related to administering the tests or evaluations as described within the Solicitation; or

e) CONTRACTOR fails to maintain insurance in accordance with the Insurance

Article of this AGREEMENT; or

f) CONTRACTOR’S performance under this AGREEMENT constitutes a public safety risk, in the judgment of the SHERIFF.

28.2 Neither the expected termination nor the expiration of this AGREEMENT shall relieve CONTRACTOR, its employees and independent contractors from their contractual duty and obligation to provide or arrange for Services under this AGREEMENT until the date of termination.

If for any reason the AGREEMENT expires or is terminated, regardless of the basis of the expiration or termination, the parties agree that, if deemed necessary by SHERIFF to assist in mitigating any disruption of the Services to SHERIFF and its employees and retirees, the parties shall continue to provide their respective duties and Services upon the same terms and conditions as set forth in this

AGREEMENT for an additional period of time, not to exceed 365 days beyond the aforementioned expiration or termination, as may be requested in writing by the SHERIFF. The obligations of this

Section shall survive any expiration or termination of this AGREEMENT.

SECTION XXIX

SUBCONTRACTORS

29.1 CONTRACTOR may not subcontract the performance of its obligations set forth herein without the prior written approval of SHERIFF.

29.2 Prior to entering into any subcontract, CONTRACTOR will provide written notice to the SHERIFF identifying the name of the proposed subcontractor, the portion of the work which the subcontractor is to do, the place of business of such subcontractor, and such other information as may be required by the SHERIFF.

29.3 CONTRACTOR shall be fully responsible for all acts and omissions of its subcontractors and of persons directly or indirectly employed by its subcontractors to the same extent that CONTRACTOR is responsible for the acts and omissions of persons directly employed by it. Nothing in this AGREEMENT shall create any contractual relationship between any subcontractor and SHERIFF or any obligation on the part of SHERIFF to pay or to see the payment of any monies due any subcontractor.

29.4 The provisions of this AGREEMENT will apply to any subcontractors and their officers, agents and employees performing services pursuant to this AGREEMENT as if it and they were employees of CONTRACTOR; and CONTRACTOR will not be in any manner thereby discharged from its obligations and liabilities hereunder, but will be liable hereunder for all acts and omissions of any subcontractor, its officers, agents, and employees, as if they were employees of

CONTRACTOR.

29.5 CONTRACTOR will obligate its subcontractors to the same terms and conditions as set forth herein including but not limited to the insurance provisions.

29.6 The SHERIFF shall have the right to withdraw its consent of any subcontract if it appears to the SHERIFF that the subcontract will delay, prevent, or otherwise impair the performance of CONTRACTOR's obligations under this AGREEMENT. All subcontractors are required to abide by the non-disclosure provisions set forth herein. CONTRACTOR shall furnish to the SHERIFF copies of all subcontracts. Notwithstanding, the foregoing shall neither convey nor imply any obligation or liability on the part of the SHERIFF to any subcontractor hereunder.

SECTION XXX

INDEPENDENT CONTRACTOR

The parties acknowledge that CONTRACTOR is an independent contractor, and nothing in this

AGREEMENT is intended nor shall be construed to create an agency relationship, an employer/employee relationship, a joint venture…