SUWANNEE COUNTY STANDARD TERMS

9.0 Standard of Care

9.1 CONTRACTOR represents to COUNTY that it has the personnel and experience necessary to perform all Services in a professional and workmanlike manner and specifically warrants that all Services shall be performed by skilled and competent personnel to the standards in the field.

9.2 The CONTRACTOR shall, at no additional cost to the COUNTY, re-perform all those Services which fail to satisfy the foregoing standard of care or which otherwise fail to meet the requirements of this Agreement.

10.0 Independent Contractor

10.1 The CONTRACTOR undertakes performance of the Services as an independent contractor and will be wholly responsible for the methods and manner of performance.

10.2 The COUNTY shall have no right to direct the methods the CONTRACTOR uses to perform the Services, but the COUNTY shall have the right to observe the CONTRACTOR's performance.

10.3 The CONTRACTOR shall work closely with the COUNTY in performing Services under this Agreement.

10.4 The CONTRACTOR shall not pledge the COUNTY's credit or make the COUNTY a guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. The CONTRACTOR shall have no right to speak for or bind the COUNTY in any manner.

10.5 Comprehensive General Liability Insurance. CONTRACTOR shall maintain limits of $1,000,000 per occurrence, exclusive of defense costs, combined single limit for bodily injury and property damage including premises and/or operations, independent contractors, products and/or completed operations, broad form property damage and contractual liability endorsement. Notwithstanding the foregoing requirement, the insurance requirements may vary depending on the Services the CONTRACTOR will provide for each project as determined by the County Administrator. Accordingly, the COUNTY may from time to time require the CONTRACTOR to provide a higher level of coverage for certain Services provided in support of a specific task order for certain projects and time periods.

10.6 Business Auto Liability: CONTRACTOR shall have liability insurance for each and every automobile used in the performance of this Agreement. Said automobile insurance shall be no less than limits of $1,000,000 per occurrence, exclusive of defense costs, with combined single limit for bodily injury and property damage. This shall include owned vehicles, hired and non-owner vehicles and employee vehicles used in the project.

10.6 Workers Compensation. CONTRACTOR shall provide, pay for and maintain workers compensation insurance on all CONTRACTOR’s employees, agents or subcontractors as may be required by applicable Florida law.

11.0 Compliance With Laws

11.1 In performance of the Services, the CONTRACTOR agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to the Project, including but not limited to those dealing with taxation, worker's compensation, equal employment and safety. If CONTRACTOR observes that the Agreement Documents for a particular project are at variance therewith, it shall promptly notify County in writing.

Compliance with the above laws shall include but is not limited to: (1) the Occupational Safety and Health Act, 29 CFR 1910 and 1926, respectively, General Industry Standards and Construction Industry Standards; (2) the Florida Workers' Compensation Law, Chapter 440, Florida Statutes; (3) Rules 38F and 381, Florida Administrative Code; and (4) Florida Department of Transportation Manual of Traffic Control and Safe Practices.

11.2 EMPLOYMENT ELIGIBILITY VERIFICATION (E-VERIFY): In

accordance with State of Florida, Office of the Governor, Executive Order 11-116 (superseding Executive Order 11-02; Verification of Employment Status), in the event performance of this Agreement is or will be funded using state or federal funds, the CONTRACTOR must comply with the Employment Eligibility Verification Program ("E-Verify Program") developed by the federal government to verify the eligibility of individuals to work in the United States and 48 CFR 52.222-54 (as amended) is incorporated herein by reference . If applicable, in accordance with Subpart 22.18 of the Federal Acquisition Register, the CONTRACTOR must (1) enroll in the E-Verify Program, (2) use E-Verify to verify the employment eligibility of all new hires working in the United States, except if the CONTRACTOR is a state or local government, the CONTRACTOR may choose to verify only new hires assigned to the Agreement; (3) use E-Verify to verify the employment eligibility of all employees assigned to the Agreement; and (4) include these requirement in certain subcontracts, such as construction or FOOT agreements, as required by COUNTY agreement for the same.

Information on registration for and use of the E-Verify Program can be obtained via the internet at the Department of Homeland Security Web site:

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

12.0 Public Entity Crimes

128.1 The CONTRACTOR understands and acknowledges that this Agreement http://www.dhs.gov/E-Verify http://www.dhs.gov/E-Verify will be void in the event the conditions stated in Section 287.133, Florida Statutes, relating to conviction for a public entity crime apply to the CONTRACTOR.

13.0 COUNTY’s Responsibilities

13.1 The COUNTY shall be responsible for providing access to all COUNTY project sites, and providing information in the COUNTY's possession that the CONTRACTOR may reasonably require to perform the Services including existing reports, studies, financial information, and other relevant data that are available in the files of the COUNTY.

14. TERMINATION OF AGREEMENT

14.1 The COUNTY may terminate this Agreement, in whole or in part, at any time, either due to the failure of the CONTRACTOR to fulfill its obligations under this Agreement or for the COUNTY's convenience. The COUNTY shall deliver written notice of such termination to the CONTRACTOR, and upon receipt thereof, the CONTRACTOR shall:

14.1(a) Immediately discontinue all affected Services unless the notice directs otherwise; and

14.1(b) Deliver to the COUNTY all data, reports, summaries, and all such other information and materials of whatever type or nature may have been generated, received or otherwise accumulated by the CONTRACTOR in performing this Agreement, whether completed or in process.

14.2 Unless in dispute or subject to the COUNTY's right of set-off or other remedy, the CONTRACTOR shall be paid for Services actually rendered through the date of termination.

14.3 The rights and remedies of the COUNTY provided for in this Section 10 are in addition and supplemental to any and all other rights and remedies provided bylaw or under this Agreement.

15.0 Governing Law and Venue

15.1 This Agreement shall be governed in all respects by the laws of the State of Florida. The exclusive venue for any disputes or litigation with respect to the obligations under this Agreement shall the state court of appropriate jurisdiction in Suwannee County, Florida.

16.0 Non-Discrimination

16.1 The CONTRACTOR warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, gender, age or national origin.

17.0 Waiver

17.1 A waiver by either the COUNTY or the CONTRACTOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing.

In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach of this Agreement. The making or acceptance of a payment by either party with the knowledge of the other party's existing default or breach of this Agreement shall not waive such default or breach, or any subsequent default or breach of this Agreement and shall not be construed as doing so.

18.0 Severability

18.1 The invalidity, illegality, or unenforceability of any provision of this Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void, shall in no way affect the validity or enforceability of any other portion or provision of this Agreement (this includes all Agreement Documents).

18.2 Any void provision shall be deemed severed from this Agreement and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the portion or provision held to be void.

18.3 The parties further agree to reform this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision.

18.4 The provisions of this Section 14 shall not prevent this Agreement from being void should a provision which is of the essence of this Agreement be determined to be void.

19.0 Entirety of Agreement

19.1 The COUNTY and the CONTRACTOR agree that this Agreement sets forth the entire Agreement between the parties with respect to its subject matter, and there are no promises or understandings other than those stated herein.

19.2 This Agreement supersedes all prior agreements, contracts, proposals, representations , negotiations, letters or other communications between the COUNTY and the CONTRACTOR pertaining to the Services, whether written or oral.

20.0 Modification

20.1 The provisions, terms and conditions stated in this Agreement may not be modified, superseded or otherwise altered unless by a written amendment executed by both the COUNTY and the CONTRACTOR.

21.0 Successors and Assigns

21.1 The COUNTY and the CONTRACTOR each binds itself and its officers, successors, assigns and legal representatives to the other party to this Agreement.

21.2 The CONTRACTOR shall not assign this Agreement without the express written approval of the COUNTY, which the COUNTY may unreasonably withhold in its sole discretion.

21.3 Any approved assignment shall not release CONTRACTOR from responsibility to COUNTY for performance of the Agreement.

22.0 Truth-In-Negotiation Certificate

22.1 The CONTRACTOR's execution of this Agreement serves as its execution of a Truth-in-Negotiation certificate certifying that the rates used to determine the compensation provided for in this Agreement are accurate, complete, and current as of the effective date of this Agreement.

23.0 Ownership of Documents

23.1 The CONTRACTOR shall be required to cooperate with other COUNTY employees or contractors and shall timely provide those employees or contractors any information requested in the specified format. Any and all documents, records, disks, original drawings, or other information shall become the property of the COUNTY for its use and/or distribution as the COUNTY may determine in its sole discretion. The CONTRACTOR is not liable for any damages, injury or costs associated with the COUNTY's use or distribution of these documents for purposes other than those originally intended by the CONTRACTOR.

24.0 Contingent Fees

24.1 The CONTRACTOR warrants that (i) it has not employed or retained any company or person, other than a bona fide employee working solely for the CONTRACTOR to solicit or secure this Agreement; and (ii) it has not paid or agreed to pay any person, company, corporation, individual or firm, other than bona fide employee working solely for the CONTRACTOR, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement.

25.0 Assets and Audits

25.1 The CONTRACTOR shall maintain adequate records to justify all charges and costs incurred in performing the Services for at least three (3) years after completion of this Agreement. The COUNTY shall have access to all books, records, and documents that the CONTRACTOR must maintain in accordance with this Section 21 for the purpose of inspection or audit during the CONTRACTOR's normal business hours at its usual place of business.

25.2 All invoices submitted to the COUNTY pursuant to this Agreement are subject to audit and demand for refund of overpayment for a time period extending three (3) years beyond the expiration or earlier termination of this Agreement.

26.0 Notice

26.1 Any notice, demand, communication, or request that is required to be delivered to a Party hereunder shall be in writing, addressed to the party for whom it is intended, and delivered at the place last specified by such party: (i) in person, (ii) via nationally recognized overnight delivery service, (iii) via Certified United States Mail, postage prepaid with return receipt requested, or (iv) via email, with confirmation from the recipient acknowledging receipt thereof within 72 hours (and if there is no receipt within such time period, one of the other methods described in this Section 22.1 must be utilized). The parties initially designate the following as their respective places for delivery of notice:

As to COUNTY Suwannee County Attn: County Administrator 13150 80th Terrace Live Oak, Florida 32060 Email: gregs@suwcountyfl.gov

As to CONTRACTOR XXXX

26.2 Nothing contained in this Section shall be construed to restrict the transmission of routine communications between representatives of the CONTRACTOR and the COUNTY.

27.0 Contract Administration

23.1 The CONTRACTOR shall deliver the Services under the general direction of the Suwannee County Administrator. The County Administrator may designate an agent for administration of performance of individual task orders or his designee shall act as the COUNTY'S representative during the term of this Agreement.

28.0 Limitation of Liability

28.1 IN NO EVENT SHALL THE COUNTY BE LIABLE TO THE

CONTRACTOR FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,

EXEMPLARY, OR PUNITVE DAMAGES OF ANY KIND OR NATURE,

INCLUDING LOSS OF PROFIT, WHETHER FORESEEABLE OR NOT,

ARISING OUT OF OR RESULTING FROM THE NONPERFORMANCE OR

BREACH OF THIS AGREEMENT BY THE COUNTY WHETHER BASED IN

CONTRACT, COMMON LAW, WARRANTY, TORT, STRICT LIABILITY,

CONTRIBUTION, INDEMNITY OR OTHERWISE.

mailto:gregs@suwcountyfl.gov

29. Non-Waiver of Sovereign Immunity

Other than the express obligations of the COUNTY as set forth in this Agreement, nothing about this Agreement shall be construed as a waiver of the COUNTY’s Sovereign Immunity.

30. Public Records Law

30.1 The CONTRACTOR acknowledges the COUNTY's obligations under Article I, Section 24, of the Florida Constitution and under Chapter 119, Florida Statutes, to release public records to members of the public upon request. The CONTRACTOR acknowledges that the COUNTY is required to comply with Article I, Section 24, of the Florida Constitution and Chapter 119, Florida Statutes, in the handling of the materials created under this Agreement and that said statute and constitutional provisions control over the terms of this Agreement.