12-Sample Agreement- RLI 26007KL Pre-Qualified List of IT Consultant Services.pdf

AGREEMENT

by and between

GREGORY TONY, AS SHERIFF OF BROWARD COUNTY FLORIDA ON BEHALF OF

THE BROWARD SHERIFF’S OFFICE

and

THIS AGREEMENT is made and entered this ____ day of _________, 2026 by and between Gregory Tony, as Sheriff of Broward County, Florida on behalf of the Broward Sheriff’s Office (hereinafter referred to as "SHERIFF") and _____________________________, (hereinafter referred to as "CONSULTANT").

WHEREAS, SHERIFF issued a RLI #26007KL for Pre-Qualified List of IT Consultant Services to establish a Library of Professional Information Technology Service Providers (“Solicitation”) attached hereto and marked as Exhibit A and incorporated by reference; and

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

WHEREAS, SHERIFF has selected CONSULTANT as one of the multiple successful bidders to be pre-qualified for various SHERIFF’S information technology projects (“IT Projects”) during the term of this Agreement; and

WHEREAS, SHERIFF will be assigning certain IT Projects to CONSULTANT and other successful bidders by way of either a direct offer to CONSULTANT and amendment to this Agreement or through task order submission process at the SHERIFF’S discretion;

and

IN CONSIDERATION of the mutual terms and conditions contained herein, SHERIFF and CONSULTANT covenant and agree as follows:

SECTION I

SCOPE OF SERVICES

1.1 CONSULTANT is hereby retained to perform specific projects utilizing its expertise in the area of information technology pursuant to the Solicitation and CONSULTANT’S response thereto, both of which are incorporated herein by reference. In the event CONSULTANT’S services are needed by SHERIFF, SHERIFF’S Director of Information Technology or his designee shall prepare and deliver to CONSULTANT a Task Order Form (as more fully described in Exhibit A and its sample task order exhibit). If CONSULTANT is in agreement with the terms and conditions of the Task Order, CONSULTANT will submit candidates that will work on the Task Order for the SHERIFF’S

Director of Information Technology’s approval. The SHERIFF’S Director of Information Technology or designee shall have the right to interview the candidates and perform background checks. If the candidates are not approved by SHERIFF, CONSULTANT will provide additional candidates until such time as a suitable candidate is approved or the SHERIFF’S Director of Information Technology or his designee decides, in their sole discretion, to seek such services from another vendor. Assignment of various task orders is at SHERIFF’S sole discretion in the manner in which they are offered via direct issuance or through an additional competitive bidding process that would pertain to a certain project.

1.2 If the SHERIFF’S Director of Information Technology approves the candidates submitted by CONSULTANT, the following conditions must be met prior to the commencement of any services contemplated within a Task Order:

a) The Task Order must be approved, in writing, by the SHERIFF’S Director of

Information Technology or Executive Director of Administration and an authorized representative of CONSULTANT; and

b) A Purchase Order must be issued; and

c) The individual(s) assigned to the task must execute a Confidentiality Statement, which is set forth in Exhibit C

The services shall be provided pursuant to the Task Order and subject to the terms and conditions of this Agreement. If there is a conflict between the terms and conditions of the Task Order and this Agreement, the terms and conditions most favorable to SHERIFF shall be controlling. In the event CONSULTANT performs services prior to meeting the above conditions, CONSULTANT waives any right to compensation for such services.

1.3 Each Task Order of Work shall be substantially similar to the sample Task

Order contained in Exhibit A hereto (and identified within such as “EXHIBIT “B” SAMPLE

TASK ORDER”)

1.4 This is a non-exclusive agreement. CONSULTANT understands and acknowledges that the SHERIFF will use multiple vendors to provide information technology services. SHERIFF reserves the right to engage and hire vendors and/or SHERIFF’S employees to perform IT Projects or any technology services by any means it desires. There are no assurances of any task order, work or solicitations for the same shall be made by SHERIFF to CONSULTANT. The use of CONSULTANT or any other vendor shall be in the sole discretion of the SHERIFF.

1.5 If there is a conflict between the terms contained in this document and any of its exhibits, then in order of preference, the terms of this document control and then Exhibit A shall control over all other exhibits.

SECTION II

MANNER OF PERFORMANCE

2.1 CONSULTANT shall perform all services to the utmost professional standards.

2.2 CONSULTANT 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.

2.3 All duties, obligations, and responsibilities of CONSULTANT required by this Agreement shall be completed no later than the dates identified in the Task Order. Time shall be deemed to be of the essence in performing the duties, obligations, and responsibilities required by this Agreement and each separately issued/executed Task Order.

2.4 CONSULTANT represents that all persons delivering the services required by this Agreement have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth herein, and to provide and perform such services to SHERIFF’s satisfaction for the agreed compensation. CONSULTANT shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of CONSULTANT’S performance and all interim and final product(s) provided to or on behalf of SHERIFF shall be comparable to the best local and national standards.

2.5 Time is of the essence in the CONSULTANT’S performance of this Agreement, all Task Orders and all Statements of Work applicable to CONSULTANT.

SECTION III

TERM

This Master Agreement shall commence on _________, 2026 and shall continue in full force and effect until __________, 2029 unless extended in writing by both parties upon mutually acceptable terms and conditions or unless otherwise extended by the parties, or terminated in accordance with Section XX of this Agreement. This Agreement may be renewed for two (2) one-year renewal periods at the option of the SHERIFF and upon the same terms and conditions herein.

SECTION IV

WORK SCHEDULE

CONSULTANT and SHERIFF shall perform their respective obligations under each

Task Order issued pursuant to this Agreement and if a physical presence is needed for CONSULTANT to be present at SHERIFF’S facilities, then the work hours shall be in accordance with the SHERIFF’S standard working hours (8;30 a.m. to 5:00 p.m. M-F) exclusive of nationally recognized holidays and weekends. Notwithstanding the forgoing, SHERIFF may require CONSULTANT to work holidays and weekends physically at the SEHRIFF’S facility if the involved tasks require such physical appearance and the time table needed for completion of the Task Order necessitates such work hours.

SECTION V

ADDITIONAL SERVICES OR CHANGES IN STATEMENT OF WORK

5.1 If, during the course of the performance of the services under this Agreement, CONSULTANT determines that additional work should be performed to complete the services or deliverables required under a Task Order’s statement of work (Statement of Work) which is, in CONSULTANT’S opinion, outside the level of effort originally anticipated in the Task Order, CONSULTANT shall notify the SHERIFF’s Director of Information Technology in writing in a timely manner. SHERIFF’S Director of Information Technology shall exercise his discretion if such additional work was not originally anticipated by both parties and the CONSULTANT should be compensated for the same at a certain rate or fee or the SHERIFF’S Director of Information Technology may terminate the Task Order and seek substitute performance from other vendors or SHERIFF’S own staff, in whole or part.

If SHERIFF’S Director of Information Technology determines that the additional work was reasonably foreseeable and contemplated by the parties when the Task Order was agreed to by the Parties and/or logically included in the Scope of Work within the Task Order, then CONSULTANT shall perform such additional work and not be compensated beyond what was originally agreed to as the consideration due the CONSULTANT within the Task Order.

5.2 SHERIFF or CONSULTANT may also request changes that would increase, decrease, or otherwise modify a Task Order Statement of Work. Task Orders or modifications thereto cannot modify the terms and conditions of this Master Agreement.

5.3 If either of the parties wish to alter a Task Order, including the Work Schedule, Statement of Work, or applicable acceptance test plan (ATP), the following procedures shall apply:

a) The person who requests the change (the “Originator”) shall forward to the other party (the “Recipient”) a Change Request which shall at a minimum include the following:

- Applicable Task Order number,

- Identification of the item(s) to be changed,

- Originator’s name and title,

- The date of the change Request,

- A description of the proposed change, and

- The reason for the proposed change.

b) CONSULTANT shall assign a number to and log each Change Request by Task Order.

c) The Change Request must be signed by the SHERIFF’S Director of

Information Technology or the Executive Director of Administration and an authorized representative of CONSULTANT.

5.4 If CONSULTANT proceeds with the additional work without an approved

Change Request, said Work shall be deemed to be within the original level of effort, whether or not specifically addressed in the Task Order Statement of Work.

SECTION VI

CONSIDERATION

6.1 CONSULTANT shall provide the services contemplated herein at the hourly rates specifically in Exhibit B, for the total consideration agreed to in the applicable Task Order unless the parties agree in writing to lower hourly rates, or flat fees.

6.2 SHERIFF shall pay CONSULTANT in accordance with the payment schedule set forth in the applicable Task Order. CONSULTANT shall submit all invoices to the SHERIFF’s Finance Department, 2601 W. Broward Boulevard, Fort Lauderdale, Florida 33312, and accounts_payable@sheriff.org identifying the Purchase Order Number, nature of the work performed, the total hours of work performed, and the associate employee category of the individuals performing same. Invoices shall itemize and summarize Reimbursables by category and identify same as to the personnel incurring the expense and the nature of the work with which such expense was associated. Where prior written approval by the SHERIFF’s Director of Information Technology is required for Reimbursables, a copy of said approval shall accompany the billing for such reimbursable.

The statement shall show a summary of project fees and Reimbursables with accrual of the total and credits for portions paid previously. External reimbursables must be documented by copies of invoices or receipts which describe the nature of the expenses and contain a project number or other identifier which clearly indicates the expense identifiable to the project. Internal expenses must be documented by appropriate CONSULTANT’s cost accounting forms with a summary of charges by category. When requested, CONSULTANT shall provide backup for past and current invoices that records hours and project fees by associate category, Reimbursables by category, and total fees on a task basis, so that total hours and costs by task may be determined.

6.3 SHERIFF shall have the right to provide written objections to an invoice within seven (7) calendar days of SHERIFF’s receipt of such invoice. If no objection is made within such seven (7) calendar day period, payment shall be made within fifteen (15) calendar days thereafter.

6.4 Notwithstanding the forgoing or anything to the contrary within this Agreement or its exhibits or any Task Order or Statement of Work, SHERIFF shall not be obligated to pay for the first forty (40) hours of each of CONSULTANT’S resource personnel under any Task Order or Statement of Work if SHERIFF determines that the CONSULTANT’S resource personnel’s first forty (40) hours of work product delivered reflects that this certain resource personnel is not suited or skilled for the job duties outlined in the Task Order or Statement of Work.

6.5 CONSULTANT recognizes that funding for SHERIFF requirements, including the funding for monies to pay for Task orders issued hereunder, is done on a budget year basis, October 1 through September 30. CONSULTANT 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 or any effected Task Orders, and payment obligations may be terminated by SHERIFF without penalty or further payment to CONSULTANT 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 CONSULTANT with at least thirty (30) days prior written notice.

SECTION VII

REIMBURSABLES

7.1 The hourly fees found in Exhibit B INCLUDE ALL of CONSULTANT’S costs for travel. Unless otherwise agreed in writing or in the Task Order, the CONSULTANT shall not be entitled to travel reimbursement. If the parties agree in writing to such travel reimbursement to CONSULTANT that will be in addition to the hourly rates contained in Exhibit B, then all reimbursable expenses authorized herein shall be charged at no more than actual cost and subject to Section 112.061, Florida Statutes or at the per diem rate set forth in Section 112.061, Florida Statutes.

7.2 CONSULTANT may submit invoices for reimbursable expenses in accordance with paragraph 6.2 no more often than on a monthly basis, but only after such reimbursable expenses have been incurred by CONSULTANT.

7.3 Any request for reimbursement of expenses in excess of the amount designated in the applicable Task Order must be approved by SHERIFF’S Director of Information Technology or Executive Director of Administration in their sole discretion, and set forth in writing.

SECTION VIII

EXPENSES

Except as provided in Section VII, CONSULTANT shall be fully and solely responsible for any and all expenses incurred by CONSULTANT in the performance of this Agreement, including, but not limited to, costs of supplies, fees, licenses, bonds or taxes, and all other costs of doing business. CONSULTANT shall not, in any manner, incur indebtedness on behalf of SHERIFF.

SECTION IX

LIQUIDATED DAMAGES

All Task Orders may be modified prior to being offered to CONSULTANT for consideration to include provisions identifying liquidated damages against the CONSULTANT for untimely performance of the Task Order. If noted in the applicable Task Order, the following provision shall apply:

A. If the services and deliverables identified in the Task Order Statement of Work are not completed and ready for acceptance testing as of the date set forth in the applicable Work Schedule contained in the Statement of Work, CONSULTANT shall be subject to making the payments of liquidated damages to SHERIFF at the rates and amounts agreed to and set forth in the applicable Task Order by SHERIFF.

B. The agreed to rates shall apply per day not as penalty or forfeiture, but as liquidated damages to SHERIFF because of such default by CONSULTANT. The liquidated damages may be deducted from payments due or to become due to CONSULTANT under the applicable Task Order. In no event shall the Liquidated Damages exceed the Maximum Liquidated Damages agreed to and stated in the Task Order.

Notwithstanding the above, SHERIFF may, at its sole option, declare this Agreement in default and terminate this Agreement pursuant to Section XX.

SECTION X

ACCEPTANCE OR REJECTION OF SERVICES AND DELIVERABLES

10.1 Each Task Order shall stipulate whether a deliverable or work product is subject to testing, inspection or review prior to Final Acceptance by SHERIFF. Items requiring testing prior to acceptance will include the development and delivery of an Acceptance Test Plan (ATP), including the specific requirements for testing, in the Task Order Statement of Work. The time allotted for testing, inspection, review and acceptance shall be included in the Work Schedule. SHERIFF shall have the final discretion to include a ATP in each Task Order.

10.2 Testing and Acceptance. The following provisions will apply to those items requiring testing prior to Final Acceptance by SHERIFF.

During the Final Acceptance testing period set forth in the Task Order Work Schedule, the applicable services and Deliverables shall be tested in accordance with the approved ATP to determine whether they met the requirements set forth in the ATP.

During the testing period, SHERIFF shall notify CONSULTANT in writing of any defect or malfunction and the nature thereof within the time period set forth in the Task Order after the time that the defect or malfunction is identified by SHERIFF. CONSULTANT then shall complete all necessary changes, modifications, adjustments or repairs, and SHERIFF shall retest the services and deliverables after the CONSULTANT notifies SHERIFF that all corrections have been made. All notifications under this subsection will be made in accordance with the problem reporting process set forth in the applicable ATP.

10.3 Remedies in the Event of Failure to Correct Malfunctions and Deviations. In the event SHERIFF rejects the services and deliverables and in the event CONSULTANT is unable to remedy the reason or reasons for SHERIFF’s rejection within a total of thirty (30) calendar days after CONSULTANT receives the initial notification of such rejection from SHERIFF, CONSULTANT may offer SHERIFF the services and deliverables as they exist and offer to refund or adjust CONSULTANT’s charges for the services and deliverables to reflect any reduction in functionality. SHERIFF may elect either to (i) accept the services and deliverables as tested and allow CONSULTANT to have additional time to remedy any reasons for rejection under the ATP; (ii) accept CONSULTANT’s offer of the services and deliverables as they exists and the refund or adjustment of CONSULTANT’s charges for the services and deliverables; (iii) declare CONSULTANT in default as to the services and deliverables and terminate the applicable Task Order; (iv) declare CONSULTANT in default as to the services and deliverables and proceed under the Performance and Payment Bonds, if applicable. If SHERIFF elects to terminate this Agreement, CONSULTANT shall refund to SHERIFF all monies paid to CONSULTANT by SHERIFF pursuant to the applicable Task Order. The refund shall be received by SHERIFF within ten (10) calendar days after termination.

SECTION XI

WARRANTIES AS TO THE GOODS

11.1 Unless specified otherwise in the Task Order, CONSULTANT warrants that the services and deliverables being performed under this Agreement by CONSULTANT which include, but not limited to software, codes, routines, interfaces, scripts, programs, processes and data (hereinafter referred to as “Goods” within this section) shall be free from defects in material and manufacturing which would prevent the Goods from operating or performing in accordance with the applicable documentation for a period of twelve (12) months from the date of Sheriff’s final acceptance of CONSULTANT’S final completed work product and deliverables. For purposes of this Agreement, Goods shall include all hardware, software, documentation and any other work product and deliverables provided by CONSULTANT pursuant to this Agreement.

11.2 All Goods or parts thereof shall be replaced free of charge during the warranty period and the labor to replace defective Goods or parts thereof shall be provided at no additional cost to SHERIFF. Maintenance services will be provided in accordance with the applicable Task Order. In the event of a defect, malfunction, or failure to conform to applicable documentation, CONSULTANT, at its sole option, shall either make repairs, replace parts or replace the Goods. In the event of repeated similar malfunctions to a component, CONSULTANT shall replace the item rather than effect further repair to the component. This warranty is void if:

a. Goods are used by SHERIFF in other than the manner specified in the applicable Documentation;

b. Malfunction is due to neglect or damage by SHERIFF; or

c. Unauthorized alterations or repairs have been made by SHERIFF.

If authorized by the third party manufacturers, CONSULTANT hereby assigns to

SHERIFF all third party manufacturers’ warranties with respect to the Goods copies of which have or shall be provided to SHERIFF. CONSULTANT represents and warrants that the foregoing manufacturers’ warranties are assignable to SHERIFF and such assignment shall not void such warranties.

11.3 CONSULTANT represents and warrants that, at the time of entering into this

Agreement, no claims have been asserted or action or proceeding brought against CONSULTANT which alleges that all or any part of the services, deliverables, software, scripts, codes, interfaces, processes, calculations, formulas, work-flows, data and alike provided under this Agreement (including any customization or interface) or use thereof by CONSULTANT, infringes or misappropriates any patent, copyright, mask copyright or any trade secret or other intellectual or proprietary right of a third party, nor is CONSULTANT aware of any such potential claim. CONSULTANT also represents and warrants that its services and deliverables to be provided pursuant to this Agreement will not infringe or misappropriate any patent, copyright, mask copyright or any trade secret or other intellectual or proprietary right of a third party. In the event of a breach of this representation and warranty, CONSULTANT shall be responsible for and pay SHERIFF for any and all actual harm, injury, damages, costs and expenses incurred by SHERIFF by reason of the breach including as provided in the indemnification provisions in the Agreement.

SECTION XII

WARRANTY REGARDING VIRUSES

12.1 Prior to performing any CONSULTANT’S services, deliverables, software, formulas, calculations, work-flows, codes, scripts and data and processes, CONSULTANT 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.

12.2 CONSULTANT also represents and warrants that, at the time CONSULTANT’S software, codes, interfaces, scripts, formulas, calculations, work-flows, data and processes are delivered to SHERIFF, no portion of such or the media upon which it is stored 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, CONSULTANT 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.

SECTION XIII

MAINTENANCE OF GOODS

If SHERIFF elects to acquire maintenance and support after the warranty period for any deliverables, software, systems, codes or processes, CONSULTANT shall maintain and support the deliverables, calculations, interfaces, formulas, work-flows software, systems, codes or processes supplied by CONSULTANT as set forth and described in Task Order and/or Statement of Work. SHERIFF shall notify CONSULTANT in writing of SHERIFF’s election to have CONSULTANT provide maintenance and support within thirty

(30) days prior to the expiration of the applicable warranty period for any of the deliverables, interfaces, calculations, formulas, work-flows, systems, software, codes or processes, as the case may be. The cost to SHERIFF for such maintenance and support and manner of payment by SHERIFF for such services shall be as described in the Task

Order.

SECTION XIV

WORK FOR HIRE

14.1 Ownership of Custom Work Products. “Custom Work Products” means all finished or unfinished documents, data, scripts, codes, formulas, data, calculations, programs, software, processes, configuration files, processes, work-flows, templates, studies, maps, models, photographs, reports, other work products, or any portions or derivatives thereof, (including all information, ideas, results, data, improvements, developments, functional and technical designs, routines, subroutines, data diagrams and other work products) created by CONSULTANT after the date of complete execution of this Agreement which are the result of, or derived from, any of the services provided by CONSULTANT in furtherance of the work performed under any Task Order or Statement of Work, or other services rendered to SHERIFF hereunder. “Custom Work Products” also means application software or computer programs, documentation and technical information or any portions thereof, finished or unfinished, (including any project specific information, ideas, results, data, improvements, developments, functional and technical designs, routines, subroutines, modules, flowcharts, data diagrams, and documentation), created by CONSULTANT after the date of complete execution of this Agreement which are the result of the Services provided by CONSULTANT in furtherance of any Task Order or Statement of Work performed for SHERIFF, or services rendered to SHERIFF hereunder. For the purposes of this Agreement, SHERIFF shall own all right, title, and interest to all Custom Work Products which are clearly identified as deliverables in a task Order and/or Statement of Work. CONSULTANT expressly acknowledges and agrees that the Custom Work Products shall be deemed to constitute “work made for hire” under the Federal copyright laws (17 U.S.C. Sec. 101) and, alternatively, CONSULTANT hereby exclusively and irrevocably assigns all ownership or other rights CONSULTANT might have in Custom Work Products to SHERIFF. Without limiting the foregoing, CONSULTANT hereby: (a) assigns and transmits all Custom Work Products only to SHERIFF; (b) regard the Custom Work Products as SHERIFF’S exclusive property; and (c) maintain the Custom Work Products as confidential and shall not disclose the same to any other person or entity without SHERIFF’S Contract Administrator’s prior written consent. Without limiting the foregoing, it is understood and agreed that SHERIFF’S representatives may assign, transfer or otherwise convey the Custom Work Products to others without restriction.

Where applicable, CONSULTANT will provide SHERIFF with the source code and object code for Custom Work Products upon final acceptance of the completed Task Order or resulting system or within thirty (30) calendar days after receipt of a written request by the SHERIFF, whichever date is earlier.

14.2 If any services or deliverables contain third party licenses not directly obtained by SHERIFF, those licenses shall be assigned to SHERIFF by CONSULTANT upon completion of the IT Project, at no additional cost above that which is represented in the Task Order or Statement of Work.

14.3 To the extent that this Agreement should be deemed to not be a work for hire agreement, CONSULTANT agrees to, and hereby does, assign to SHERIFF all ownership and all other proprietary rights, including intellectual property rights, in and in all work product, deliverables and/or Custom Work Products. CONSULTANT agrees to execute any documents necessary to document such assignment. Additionally, CONSULTANT shall acquire no rights in any property or information of SHERIFF or licensors of SHERIFF.

SECTION XV

RECORDS

15.1 CONSULTANT shall keep such records and accounts as may be necessary in order to record complete and correct entries for charges and any expenses for which CONSULTANT expects to be paid. All books and records relative to services under this Agreement will be available at all reasonable times for examination and audit by SHERIFF and shall be kept for a period of three (3) years after the completion of all work to be performed pursuant to this Agreement. All books and records which are considered public records shall, pursuant to Chapter 119, Florida Statutes, be kept by CONSULTANT in accordance with such statutes.

15.2 Pursuant to Florida law (including but specifically but not limited to Section

119.0701, Florida Statutes), CONSULTANT must comply with all applicable public records laws. Specifically, CONSULTANT shall:

(a) Keep and maintain public records required by the public agency to perform the service.

(b) Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Florida Chapter 119 or as otherwise provided by law.

(c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONSULTANT does not transfer the records to the public agency.

(d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of CONSULTANT or keep and maintain public records required by the public agency to perform the service. If the CONSULTANT transfers all public records to the public agency upon completion of the contract, the CONSULTANT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONSULTANT keeps and maintains public records upon completion of the contract, the CONSULTANT shall meet all applicable requirements for retaining public records.

(e) All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency.

In the event CONSULTANT receives a public records request related to this agreement and the services provided hereunder, CONSULTANT shall promptly forward the same to SHERIFF for SHERIFF’S records. For purposes of this section, SHERIFF is considered the “public agency”.

IF THE CONSULTANT HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO

THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS

AT: ERIN FOLEY, DIRECTOR OF THE PUBLIC RECORDS UNIT,

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, (954) 831-8920.

SECTION XVI

SUBCONTRACTORS

CONSULTANT shall not be entitled to subcontract the performance obligations provided herein to any other party without the prior written consent of SHERIFF, such approval not to be unreasonably withheld, nor shall CONSULTANT be allowed to assign any rights, except monies which may become due under this Agreement, without the prior written approval of SHERIFF.

SECTION XVII

CRIMINAL HISTORY

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

17.2 CONSULTANT’s employees, agents, servants or representatives directly performing services for CONSULTANT 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 XVIII

EMPLOYMENT RESPONSIBILITY

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

18.2 Accordingly, CONSULTANT shall be responsible for assuming the cost of contributions to pension funds, insurance premiums, workers compensation funds (Chapter 440, FSA), or other recognized employee fringe benefits.

18.3 SHERIFF shall not be liable for and CONSULTANT agrees to indemnify SHERIFF against a liability resulting from injury or illness, of any kind whatsoever, to CONSULTANT’s employees, agents, representative, designee, or servants during the performance of the services, duties, and responsibilities contemplated herein.

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

18.5 CONSULTANT shall at all times be an independent contractor under this agreement, rather than an employee, agent, or representative of SHERIFF, and no act, action, or omission to act by CONSULTANT shall in any way obligate or bind SHERIFF.

18.6 CONSULTANT will be responsible for having its employees complete and submit data forms required to obtain clearance prior to entering any of SHERIFF’S facilities. Such forms shall be provided by SHERIFF.

18.7 CONSULTANT agrees to abide by all of the security policies, rules, and regulations promulgated by the SHERIFF, and provided in writing to CONSULTANT.

18.8 All of CONSULTANT’s employees, contractors, agents and representatives that are performing services under this Agreement or any Task Order, shall be properly trained and certified pursuant to the Federal Bureau of Investigation Criminal Justice Information System should said training and certification be necessary due to handling or accessing SHERIFF’S data, systems, containing or transmitting Criminal Justice Information (CJI) as defined by the Federal Bureau of Investigation Criminal Justice Information System. Said training and/or certification shall be paid by CONSULTANT and proof of such training shall be provided by CONSULTANT to SHERIFF upon request.

CONTRACTORS shall not “offshore” its workforce providing services under this Agreement or any Task Order that involves SHERIFF CJI or allows access to SHERIFF’S CJI.

SECTION XIX

PAYMENT OF TAXES

CONSULTANT 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. It is further understood and agreed that the SHERIFF will not withhold any payroll taxes (i.e. federal withholdings, FICA) from the payments to CONSULTANT or its employees, agents, or servants.

SECTION XX

TERMINATION

20.1 The Contract may be terminated upon the following events:

Termination by Mutual Agreement. In the event the parties mutually agree in writing, this Agreement or a specific Task Order may be terminated on the terms and dates stipulated therein.

Termination Without Cause. SHERIFF shall have the right to terminate this Agreement or a specific Task Order for convenience by providing CONSULTANT with thirty (30) calendar days written notice via certified mail, return receipt requested or via hand delivery with proof of delivery.

Termination for Cause. In the event any regulatory or accrediting organization finds a deficiency, then SHERIFF may, in its sole discretion, send CONSULTANT written notice of deficiency. If CONSULTANT fails to rectify the deficiency within thirty (30) calendar days from the date of the receipt of notice of the deficiency, then SHERIFF, in its sole discretion, may terminate this Agreement or a specific Task Order.

In the event of a material breach, either party may provide the other party with written notice of the 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 or specific Task Order 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, or the terms and conditions of this Agreement.

Termination for Lack of Funds. In the event the funds to finance this Agreement become unavailable or are not allocated by Broward County, BSO may provide CONSULTANT with thirty (30) calendar days written notice of termination of this Agreement or a specific Task Order. Nothing in this Agreement shall be deemed or construed to prevent the parties from negotiating a new agreement or Task Order in this event.

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) CONSULTANT’s violation of the Public Records Act;

b) The insolvency, bankruptcy or receivership of CONSULTANT;

c) CONSULTANT’s violation or non-compliance with Nondiscrimination Section of this Proposal;

d) CONSUTLANT’S conduct or work product is deemed by SHERIFF to be a threat or security concern to SHERIFF’S data systems or telecommunications systems;

e) CONSUTLANT’S violation of the e-verify provisions within this Agreement;

or

f) CONSULTANT fails to maintain insurance in accordance with the Insurance Section of this Proposal.

20.2 Upon termination of this Agreement or any specific Task Order for any reason, including expiration, CONSULTANT shall place no further orders nor enter into subcontracts for materials or services unless it is necessary. Copies of any orders or subcontracts shall be given to the Contract Administrator. CONSULTANT shall satisfy all of its debts and obligations incurred at all of the Facilities arising under this Agreement or applicable Task Order or during the term of this Agreement or applicable Task Order.

20.3 Neither the expected termination nor the expiration of this Agreement or Task Order shall relieve CONSULTANT, its employees and independent contractors from their contractual duty and ethical obligation to provide or arrange for services under this Agreement or Task Order until the date of termination.

20.4 The parties understand and acknowledge that the termination of any Task Order shall not terminate this Master Agreement or any other Task Order, unless set forth therein.

20.5 Notwithstanding any other provisions of this Agreement, the insurance, indemnification, confidentiality provision as set forth in this proposal shall survive the termination or expiration of this Agreement.

SECTION XXI

CIVIL RIGHTS REQUIREMENTS

CONSULTANT shall not discriminate against any client, employee or applicant for employment because of race, age, color, religion, sex, national origin, physical or mental disability, sexual orientation, sexual preference, gender expression, marital status or medical status. CONSULTANT shall take affirmative action to ensure that BSO families and their families, applicants, subcontractors, independent contractors, and employees are treated without discrimination in regard to their race, age, color, religion, sex, national origin, mental or physical disability, sexual orientation, sexual preference, gender expression marital status or medical status. CONSULTANT shall comply with all applicable sections of the Americans with Disabilities Act. The CONSULTANT agrees that compliance with this Section constitutes a material condition to this Agreement, and that it is binding upon the CONSULTANT, its successors, transferees, and assignees for the period during which services are provided. The CONSULTANT further assures that all subcontractors and Independent Contractors are not in violation of the terms of this Section.

SECTION XXII

CONFIDENTIALITY

22.1 To the extent permitted by law, CONSULTANT or its employees 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, computer systems, telecommunication systems, data and physical security systems, processes or other data of any kind, nature or description. 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. CONSULTANT acknowledges that a breach of this confidentiality 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.

22.2 CONSULTANT shall not disclose, in any manner, either directly or indirectly, any information obtained by CONSULTANT through its performance of this Agreement and Task Order and shall have each and every employee, agent, representative, student and volunteer providing services pursuant to this Agreement, sign the Confidentiality Statement attached hereto as Exhibit C.

SECTION XXIII

INDEMNIFICATION

23.1 CONSULTANT 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 or otherwise of CONSULTANT or its employees, staff, representatives and/or agents arising out of the performance of the services contemplated in this Agreement or under any Task Order awarded to CONSULTANT. The SHERIFF reserves the right to select defense counsel

23.2 SHERIFF shall not be liable for and CONSULTANT agrees to indemnify

SHERIFF against any liability resulting from injury or illness, of any kind whatsoever, to CONSULTANT’s employees, agents, representatives, designees, or servants during the performance of the services, duties, and responsibilities contemplated herein.

23.3 Nothing in the resulting 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 from time to time.

23.4 The above indemnification provisions shall survive the expiration or termination of this Agreement.

SECTION XXIV

INSURANCE

24.1 Throughout the term of this Agreement and for all applicable statutes of limitations periods, CONSULTANT shall maintain in full force and effect the insurance coverages set forth in this Section.

24.2 All insurance policies shall be issued by companies that (a) are authorized to do 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.

24.3 All Insurance Policies shall name and endorse the following as additional insureds: The Broward County Sheriff's Office; the Sheriff; Broward County; and 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 CONSULTANT, its employees, agents, subcontractors, and representatives; but is not defended or indemnified for the additional insured’s own acts, actions, omissions, negligence.

24.4 All Insurance Policies shall be endorsed to provide that (a) CONSULTANT’S

Insurance is primary to any other Insurance available to the additional insureds with respect to claims covered under the policy and (b) CONSULTANT’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.

24.5 If the CONSULTANT fails to submit the required insurance certificate in the manner prescribed with the executed agreement to SHERIFF and if not submitted with the executed agreement, in no event exceed three (3) calendar days after request to submit certificate of insurance, the CONSULTANT shall be in default, and the Agreement shall be rescinded. Under such circumstances, the CONSULTANT may be prohibited from submitting future solicitations to SHERIFF.

24.6 Contractor shall carry the following minimum types of Insurance when services are being provided, installation/labor are being provided and any instance where your firm will be on SHERIFF’S premises (Commercial General Liability is to be carried by all Contractors):

A. Workers’ Compensation. CONSULTANT shall carry Worker’s

Compensation insurance with the statutory limits, which shall include Employers’ Liability insurance with a limit of not less than $1,000,000 for each accident, $1,000,000 for each disease, and $1,000,000 for aggregate disease. Policy(ies) must be endorsed with waiver of subrogation against SHERIFF and Broward County.

B. Commercial General Liability Insurance. CONSULTANT shall carry

Commercial General Liability Insurance with limits of not less than Two Million ($2,000,000) dollars 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 Offices, and the policy must include coverages for premises and/or operations, independent contractors, products and/or completed operations for contracts, contractual liability, broad form contractual coverage, broad form property damage, cyber liability, products, completed operations, personal injury and cross liability. Personal injury coverage shall include coverage that has the Employee and Contractual Exclusions removed.

C. Professional Liability (Errors and Omissions) Insurance.

CONSULTANT shall carry Professional Liability coverage for it and its employees that has a per occurrence limit of not less than Two Million Dollars ($2,000,000). If the CONSULTANT has coverage in greater amounts or if the nature of the agreement requires additional insurance, then the limits will be increased.

D. Business Automobile Liability Insurance. CONSULTANT shall carry

Business Automobile Liability insurance with minimum limits of One million ($1,000,000) Dollars per occurrence, combined single limit Bodily Injury Liability and Property Damage. The policy must be 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 and hired and non-owned vehicles.

E. Employee Fidelity Insurance. CONSULTANT shall carry Employee

Fidelity Insurance with minimum limit of Two Million ($2,000,000) Dollars.

F. Umbrella or Excess Liability Insurance. CONSULTANT 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. CONSULTANT agrees to name and endorse the Broward County Sheriff’s Office, the Sheriff, Broward County, the Board of Commissioners of Broward County and their officers, agents, employees and commission members as additional insureds.

24.7 CONSULTANT shall provide SHERIFF’s Director of Risk Management and

SHERIFF’s Contracts Manager with a copy of the Certificate of Insurance and endorsements evidencing the types of insurance and coverages required by this Article prior to award of the contract, and, at any time thereafter, upon request by the SHERIFF.

24.8 CONSULTANT’s insurance policies shall be endorsed to provide SHERIFF with at least thirty (30) days prior written notice of cancellation, non-renewal, restrictions, or reduction in coverages or limits. Notice shall be sent to:

Broward Sheriff’s Office Attn.: Contracts Manager 2601 West Broward Boulevard Fort Lauderdale, Florida 33312

AND

Broward Sheriff’s Office Attn: Director of Risk Management 2601 West Broward Boulevard Fort Lauderdale, Florida 33312

24.9 If CONSULTANT’s insurance policy is a claims made policy, then CONSULTANT shall maintain such insurance coverage for a period of five 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.

24.10 If any of CONSULTANT’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.

24.9 The provisions…