24250034B-AZ_Attachment_J_-_DRAFT_Service_Agreement.pdf

Page 1 of 11 Revised 9-26-23

Contract #: SA-####-###-XX (1)

Approval Date: ________________

SERVICES AGREEMENT

THIS AGREEMENT is made and entered into as of the date last signed below by and between THE SCHOOL BOARD OF SEMINOLE COUNTY, FLORIDA (hereinafter referred to as “SBSC”), a body corporate pursuant to s. 1001.40, Florida Statute, whose principal place of business is 400 East Lake Mary Boulevard, Sanford, Florida 32773-7127 and _______________________ (hereinafter referred to as “Contractor”), whose principal place of business is

WHEREAS, SBSC is interested in procuring the Contractor’s [XXXXXXXXXXX] services for the SBSC; and

WHEREAS, Florida Administrative Code 6A-1.012 authorizes district school boards to contract with the Contractor, as best fits the needs of the school district as determined by SBSC; and

WHEREAS, Contractor desires to provide their [XXXXXXXXXXXXXXX] services to the SBSC, NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1.0 SPECIAL CONDITIONS

1.1 Term of Agreement. The term of this Agreement shall commence on ____________ and continue until ____________________ . Notwithstanding any other termination referenced herein or attached hereto, SBSC reserves the right to terminate this agreement within 30 days prior to the start of each fiscal year (July 1) during the term of this agreement without cause or subject to any penalties or additional obligations.

1.2 Statement of Work.

1.2.1 The Contractor shall provide [XXXXXXXXXXXX], in accordance with Exhibit A, Statement of Work, [XXXXXXXXXXXX], which is incorporated in the Agreement by reference. In the event of a conflict of interest between the terms and conditions of this agreement and any exhibits or attachments, the terms and conditions of this agreement shall prevail and the following descending order of precedence shall be observed:

Services Agreement # SA-####-###-XX Exhibit A, Scope of Practice, [XXXXXXXXXXXXX] Exhibit B, Price Schedule Exhibit C,

1.2.2 Services shall be provided at the following location: ____________________________.

1.2.3 Services shall be considered complete upon contractor’s completion and SBSC acceptance of specific deliverables, as outlined in Exhibit [X].

1.3 Payment & Compensation. The Contractor shall provide services in accordance with Exhibit [X], Statement of Work or Proposal [#], [Title], at the rate of ______ (14) per hour/fixed fee/etc. The total compensation under this agreement shall not exceed [AMOUNT IN WORDS] AND 00/100 DOLLARS ($______.00). Payment will be made in accordance with Section 218.70, Florida Statutes, et. seq., the Local Government Prompt Payment Act.

1.4 SBSC Administrator. The SBSC Administrator assigned to act on behalf of SBSC in all matters pertaining to this Agreement and to authorize services, accept and approve all reports, drafts, products or invoices is ___________________________________________.

2.0 GENERAL CONDITIONS

2.1 Background Screening. In the event the requirements include the need for Contractor to visit schools with students present, Contractor agrees to comply with all requirements of Sections 1012.32 and 1012.465, Florida Statutes, and all of its personnel who (1) are to be permitted access to school grounds when students are present, (2) will have direct contact with students, or (3) have access or control of school funds, will successfully complete the background screening required by the referenced statutes and meet the standards established by the statutes. This background screening will be conducted by SBSC in advance of Contractor or its personnel providing any services under the conditions described in the previous sentence. Contractor shall bear the cost of acquiring the background screening required by Section 1012.32, Florida Statutes, and any fee imposed by the Florida Department of Law Enforcement to maintain the fingerprints provided with respect to Contractor and its personnel. The Parties agree that the failure of Contractor to perform any of the duties described in this section shall constitute a material breach of this Agreement entitling SBSC to terminate this Agreement immediately with no further responsibilities or duties to perform under this Agreement. Contractor agrees to indemnify and hold harmless SBSC, its officers and employees resulting from liability or claims made by any person who may suffer physical or mental injury, death or property damage resulting in the Contractor’s failure to comply with the requirements of this Section or with Sections 1012.32 and 1012.465, Florida Statutes.

2.2 Child Neglect. The Contractor and its employees shall be subject to the requirements of §39.201 Florida

Statute that requires the reporting of child abuse or child neglect to the State of Florida, Department of Children and Families via the Florida Abuse Hotline 1-800-962-2873.

2.3 Indemnification. The Contractor agrees to indemnify, hold harmless and defend SBSC, its officers, employees, agents and representatives from any and all claims, judgments, costs, and expenses including, but not limited to, reasonable attorney’s fees, reasonable investigative and discovery costs, court costs and all other sums which SBSC, its officers, employees, agents and representatives may pay or become obligated to pay on account of any, all and every claim or demand, or assertion of liability, or any claim or action founded thereon, arising or alleged to have arisen out of the products, goods or services furnished by the Contractor, its agents, servants or employees; the equipment of the Contractor, its agents, servants or employees while such equipment is on premises owned or controlled by SBSC; or the negligence of the Contractor or the negligence of the Contractor’s agents when acting within the scope of their employment, whether such claims, judgments, costs and expenses be for damages, damage to property including SBSC’s property, and injury or death of any person whether employed by the Contractor, SBSC or otherwise.

SBSC agrees to be responsible for the acts of negligence by its officers, employees, agents or representatives when acting within the scope of their employment and agrees to be liable for any damages resulting from said negligence subject solely to the limitations as set forth in §768.28(5) Florida Statutes.

2.4 Insurance. Contractors and vendors will provide a certificate(s) evidencing such insurance coverage to the extent listed in Sections 1-5 below before commencement of work.

Insurance listed in Section1 below is required of all contractors and vendors: SBSC and its board members, officers, and employees shall be named as an additional insured to the Commercial General Liability insurance policy on a form no more restrictive than ISO form CG 20 10 (Additional Insured -– Owners, Lessees, or Contractor). If SBSC and its board members, officers, and employees are not named as additional insureds then SBSC reserves the right terminate this agreement.

Insurance listed in Section 2 below: All contractors engaging in construction-related activities, as defined by 440.02(8) Florida Statutes, on behalf of SBSC are required to carry this insurance to the limit listed below. All non-construction contractors whose work for SBSC includes products or services, and the value of these products or services are in excess of $25,000 are required to carry this insurance to the limit listed below.

Insurance listed in Section 3 below: Any contractor or vendor transporting district employees, delivering or transporting district owned equipment or property, or providing services or equipment where a reasonable person would believe SBSC is responsible for the work of the contractor from portal to portal is required to carry this insurance to the limit listed below.

Insurance as listed in Section 4 below: All non-construction contractors and vendors that have one or more employees or subcontracts any portion of their work to another individual or company are required to have workers’ compensation insurance. For contracts of $25,000 or more, no State of Florida, Division of Workers’ Compensation, Exemption forms will be accepted. All contractors engaging in construction-related activities, as defined by 440.02(8) Florida Statutes, on behalf of SBSC are required to have workers’ compensation insurance. All entities and individuals required to have workers compensation insurance must purchase a commercial workers’ compensation insurance policy to the limits listed below.

The Workers’ Compensation policy must be endorsed to waive the insurer’s right to subrogate against SBSC, and its board members, officers and employees in the manner which would result from the attachment of the NCCI Waiver Of Our Right To Recover From Others Endorsement (Advisory Form WC 00 03 13).

Insurance as listed in Section 5 below: All contractors providing professional services including but not limited to architects, engineers, attorneys, auditors, accountants, etc. are required to have this insurance to the limits listed below.

All Contractors will carry and maintain policies as described in Sections 1 to 5 above and as checked off in the box to the left of each Section 1 to 5 below. All required insurance must be from insurance carriers that have a rating of “A” or better and a financial size category of “VII” or higher according to the A. M.

Best Company. All required insurance policies must be endorsed to provide for notification to SBSC thirty

(30) days in advance of any material change in coverage or cancellation. This is applicable to the procurement and delivery of products, goods, or services furnished to the School Board of Seminole County, Florida.

The Contractor shall, within thirty (30) days after receipt of a written request from SBSC, provide SBSC with a certified copy or certified copies of the policy or policies providing the coverage required by this Section 2.4. The Contractor may redact or omit, or cause to be redacted or omitted, those provisions of the policy or policies which are not relevant to the insurance required by Section 2.4.

All insurance provided by the Contractor shall apply on a primary basis to and shall not require contribution from, any other insurance or self-insurance maintained by SBSC. Any insurance, or self-insurance, maintained by SBSC shall be in excess of, and shall not contribute with, Contractor-provided insurance.

1. Commercial General Liability Insurance:

Bodily Injury and Property Damage Per Occurrence - $1,000,000 General Aggregate - $2,000,000

2. Product Liability and/or Completed Operations Insurance:

Bodily Injury and Property Damage Per Occurrence - $1,000,000 Products – Completed Operations Aggregate - $2,000,000

3. Automobile Liability:

Bodily Injury and Property Damage:

Combined Single Limit (each accident) - $1,000,000

4. Workers’ Compensation/Employer’s Liability:

W.C. Limit Required* - Statutory Limits E.L. Each Accident - $ 500,000 E.L. Disease – Each Employee $ 500,000 E.L. Disease – Policy Limit $ 500,000

5. Professional Liability Insurance (Errors and Omissions):

For services, goods or projects that will exceed $1,000,000 in values over a year.

Each Claim - $1,000,000 Annual Aggregate - $2,000,000

For services, goods or projects that will not exceed $1,000,000 in values over a year.

Annual Aggregate - $1,000,000

Except as otherwise specifically authorized in this Agreement, no deductible or self-insured retention for any required insurance provided by the Contractor pursuant to this Agreement will be allowed. To the extent any required insurance is subject to any deductible or self-insured retention (whether with or without approval of SBSC), the Contractor shall be responsible for paying on behalf of SBSC (and any other person or organization that the Contractor has, in this Agreement, agreed to include as an insured for the required insurance) any such deductible or self-insured retention.

The Contractor shall continue to maintain products/completed operations coverage in the amounts stated above for a period of three (3) years after the final completion of the Work.

Professional Liability coverage must be maintained in the amounts stated above for a two-year period following completion of the contract.

Compliance with these insurance requirements shall not limit the liability of the Contractor, its subcontractors, sub-subcontractors, employees or agents. Any remedy provided to SBSC or SBSC’s board members, officers or employees by the insurance provided by the Contractor shall be in addition to and not in lieu of any other remedy (including, but not limited to, as an indemnitee of the Contractor) available to SBSC under this Agreement or otherwise.

Neither approval nor failure to disapprove insurance furnished by the Contractor shall relieve the Contractor from the responsibility to provide insurance as required by this Agreement.

*Required liability insurance limits may be satisfied by a single primary limit or by a combination of separate primary and umbrella or excess liability policies, provided that coverage under the latter shall be at least as broad as that afforded under the primary policy and satisfy all other requirements applicable to liability insurance including but not limited to additional insured status for SBSC with the use of an umbrella or excess liability policy which is at least as broad as the underlying policy.

2.5 No Waiver of Sovereign Immunity. Nothing herein is intended to serve as a waiver of sovereign immunity by any agency or political subdivision to which sovereign immunity may be applicable.

2.6 No Third Party Beneficiaries. The parties expressly acknowledge that it is not their intent to create or confer any rights to or obligations upon any third person or entity under this Agreement. None of the parties intend to directly or substantially benefit a third party by this Agreement. 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 any of the parties based upon this Agreement. Nothing herein shall be construed as consent by an agency or political subdivision of the State of Florida to be sued by third parties for any matter arising out of this or any other contract.

2.7 Access to and Retention of Documentation. The SBSC, the United States Department of Education, the Comptroller General of the United States, the Florida Department of Education or any of their duly authorized representatives shall have access to any books, documents, papers, and records of the Contractor which are directly pertinent to work and services to be performed under this agreement for the purpose of audit, examination, excerpting and transcribing. The parties will retain all such required records, and records required under any state or federal rules, regulations or laws respecting audit, for a period of four years after the SBSC has made final payment and all services have been performed under this agreement.

2.8 Contractor’s Public Records. Public Records Act/Chapter 119 Requirements. Contractor agrees to comply with the Florida Public Records Act (Chapter 119, Florida Statutes) to the fullest extent applicable, and shall, if this engagement is one for which services are provided, by doing the following:

2.8.1 Contractor and its subcontractors shall keep and maintain public records required by the SBSC to perform the service.

2.8.2 Contractor and its subcontractors shall upon request from the SBSC's custodian of public records, provide the SBSC 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 that provided in chapter 119, Florida Statutes or as otherwise provided by law;

2.8.3 Contractor and its subcontractors shall ensure that public records that are exempt or that are confidential and exempt from the 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 the SBSC; and

2.8.4 Contractor and its subcontractors upon completion of the contract shall transfer to the SBSC, at no cost, all public records in possession of the Contractor and its subcontractors or keep and maintain the public records required by the SBSC to perform the service. If the Contractor and its subcontractors transfer all public records to the SBSC upon completion of the contract, the Contractor and its subcontractors shall destroy any duplicate public records that are exempt or that are confidential and exempt from the public records disclosure requirements. If the Contractor and its subcontractors keep and maintain public records, upon completion of the contract, the Contractor and its subcontractors shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the SBSC, upon request from the SBSC's custodian of public records, in a format that is compatible with the information technology systems of the SBSC.

2.8.5 The parties agree that if the Contractor and its subcontractors fail to comply with a public records request, then the SBSC must enforce the Agreement provisions in accordance with the Agreement and as required by Section 119.0701, Florida Statutes.

2.8.6 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, CAROLYN BEDSOLE, MANAGER, INFORMATION SERVICES PROJECT

MANAGEMENT AT 407-320-0466, CAROLYN_BEDSOLE@SCPS.K12.FL.US, THE

SCHOOL BOARD OF SEMINOLE COUNTY, FLORIDA, 400 EAST LAKE MARY

BOULEVARD, SANFORD, FLORIDA 32773.

2.9 Non-Discrimination. The parties shall not discriminate against any employee or participant in the performance of the duties, responsibilities and obligations under this Agreement because of race, age, religion, color, gender, national origin, marital status, disability or sexual orientation.

2.10 Termination. This Agreement may be canceled with or without cause by SBSC during the term hereof upon thirty (30) days written notice to the other party of its desire to terminate this Agreement.

2.11 Records. Each party shall maintain its own respective records and documents associated with this Agreement in accordance with the records retention requirements applicable to public records. Each party shall be responsible for compliance with any public documents request served upon it pursuant to Section 119.07, Florida Statutes, and any resultant award of attorney’s fees for non-compliance with that law.

2.12 Entire Agreement. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written.

2.13 Amendments. No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by each party hereto.

2.14 Preparation of Agreement. The parties acknowledge that they have sought and obtained competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to herein express their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.

2.15 Waiver. The parties agree that each requirement, duty and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term herein. Any party’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement.

2.16 Compliance with Laws. Each party shall comply with all applicable federal and state laws, codes, rules and regulations in performing its duties, responsibilities and obligations pursuant to this Agreement.

2.17 Governing Law & Venue. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any controversies or legal problems arising out of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the State courts of Seminole County, Florida.

2.18 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

2.19 Assignment. Neither this Agreement nor any interest herein may be assigned, transferred or encumbered by any party without the prior written consent of the other party. There shall be no partial assignments of this Agreement including, without limitation, the partial assignment of any right to receive payments from SBSC. This contract may not be assigned by the Contractor in any fashion, whether by operation of law, or by conveyance of any type, including without limitation, transfer of stock in Contractor, without the prior written consent of the SBSC which consent the SBSC may withhold in its sole discretion.

2.20 Force Majeure. Neither party shall be obligated to perform any duty, requirement or obligation under this

Agreement if such performance is prevented by fire, hurricane, earthquake, explosion, wars, sabotage, accident, flood, acts of God, strikes, or other labor disputes, riot or civil commotions, or by reason of any other matter or condition beyond the control of either party, and which cannot be overcome by reasonable diligence and without unusual expense (“Force Majeure”). In no event shall a lack of funds on the part of either party be deemed Force Majeure.

2.21 Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, unlawful, unenforceable or void in any respect, the invalidity, illegality, unenforceability or unlawful or void nature of that provision shall not affect any other provision and this Agreement shall be considered as if such invalid, illegal, unlawful, unenforceable or void provision had never been included herein.

2.22 Notice. When any of the parties desire to give notice to the other, such notice must be in writing, sent by

U.S. Mail, postage prepaid, addressed to the party for whom it is intended at the place last specified; the place for giving notice shall remain such until it is changed by written notice in compliance with the provisions of this paragraph. For the present, the Parties designate the following as the respective places for giving notice:

To SBSC: Superintendent of Schools

The School Board of Seminole County, Florida 400 East Lake Mary Boulevard Sanford, FL 32773-7127

With a Copy to: Director of Purchasing and Distribution Services The School Board of Seminole County, Florida 400 East Lake Mary Boulevard Sanford, FL 32773-7127

To: _______________________

2.23 Captions. The captions, section numbers, article numbers, title and headings appearing in this

Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such articles or sections of this Agreement, nor in any way effect this Agreement and shall not be construed to create a conflict with the provisions of this Agreement.

2.24 Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal authority to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement.

2.25 Excess Funds. Any party receiving funds paid by SBSC under this Agreement agrees to promptly notify SBSC of any funds erroneously received from SBSC upon the discovery of such erroneous payment or overpayment. Any such excess funds shall be refunded to SBSC with interest calculated from the date of the erroneous payment or overpayment. Interest shall be calculated using the interest rate for judgments under Section 55.03, Florida Statutes, applicable at the time the erroneous payment or overpayment was made by SBSC.

2.26 Independent Contractor. The Contractor certifies that it is an independent Contractor and shall not employ, contract with, or otherwise use the services of any officer or employee of SBSC. The Contractor certifies that its owner(s), officers, directors or agents, or members of their immediate family, do not have an employee relationship or other material interest with the SBSC.

2.27 Conduct While on School Property. The Contractor acknowledges that its employees and agents will behave in an appropriate manner while on the premises of any school facility and shall at all times conduct themselves in a manner consistent with SBSC policies and within the discretion of the premises administrator (or designee). It is a breach of this agreement for any agent or employee of the Contractor to behave in a manner which is inconsistent with good conduct or decorum or to behave in any manner that will disrupt the educational program or constitute any level of threat to the safety, health, and well-being of any student or employee of the SBSC. The Contractor agrees to immediately remove any agent or employee if directed to do so by the premises administrator or designee.

2.28 Copyrights. The Contractor is hereby notified that the federal awarding agency reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government purposes: the copyright in any work developed under a grant, sub grant, or contract under a grant or sub grant; and, any rights of copyright to which a grantee, sub grantee or a Contractor purchases ownership with grant support. Furthermore, the parties agree that the SBSC has the right to make copies of any materials, whether in tangible or electronic means or media, that are delivered under the provisions of this agreement for use within the School District for purposes related to SBSC business, operations, the delivery of the educational program or to comply with the requirements of law, rule, policy or regulation. Any material not designated as reproducible by Contractor may not be copied by the SBSC provided that such material was copyrighted by Contractor before performance under this agreement and was not developed specifically for SBSC under this Agreement.

2.29 Debarment. By signing this Agreement, Contractor certifies, to the best of its knowledge and belief, that it and its principals:

a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by a federal department or agency.

b) Have not, within the preceding five-year period, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property.

c) Are not presently indicted or otherwise criminally charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated in the preceding paragraph (b).

d) Have not within the preceding five-year period had one or more public transactions (federal, state or local) terminated for cause or default.

Contractor agrees to notify SBSC within 30 days after the occurrence of any of the events, actions, debarments, proposals, declarations, exclusions, convictions, judgments, indictments, informations, or terminations as described in paragraphs (a) – (d) above, with respect to Contractor or its principals.

2.30 Confidential Student Information. Notwithstanding any provision to the contrary contained in this agreement between the Contractor and SBSC; Contractor and its officers, employees, agents, representatives, contractors, and sub-contractors shall fully comply with the requirements of Section

1002.22 and Section 1002.221, Florida Statutes, or any other law or regulation, either federal or State of Florida, regarding confidentiality of student information and records. Further, Contractor for itself and its officers, employees, agents, representatives, contractors, or sub-contractors, shall fully indemnify and hold the SBSC and its officers and employees harmless for any violation of this covenant, including but not limited to defending the SBSC and its officers and employees against any complaint, administrative or judicial proceeding, payment of any penalty imposed upon the SBSC or payment of any and all costs(s), damages (s), judgment(s), or loss(es) incurred by or imposed upon the SBSC arising out of the breach of this covenant by the vendor, or an officer, employee, agent, representative, contractor, or sub-contractor of the vendor to the extent and only to the extent that the vendor or an officer, employee, agent, representative, contractor, or sub-contractors of the vendor shall either intentionally or negligently violate the provisions of this covenant, or Sections 1002.22 or 1002.221, Florida Statutes. This provision shall survive the termination of or completion of all performance or obligations under this agreement and shall be fully binding upon Contractor until such time as any proceeding brought on account of this covenant is barred by any applicable statute of limitations.

2.31 Confidentiality of Data/Information Provided. SBSC will allow the Contractor access to limited data/information as identified in the Statement of Work as necessary to perform the Services and pursuant to the terms of this Agreement in compliance with FERPA, COPPA, PPRA, 34 CFR 99.31(b) and Florida Statutes sections 1001.41 and 1002.22 all other privacy statutes as it relates to data privacy and security.

The Contractor shall only use the data and information provided by SBSC for the purpose specified in the Statement of Work, and shall not disclose, copy, reproduce or transmit such data/information obtained under this Agreement and/or any portion thereof, except as necessary to fulfill the Agreement or as may be required by law.

2.32 Illegal Alien Labor. The parties shall each comply with all federal and state laws, including but not limited to section 448.095, Florida Statues, prohibiting the hiring and continued employment of aliens not authorized to work in the United States. The parties must not knowingly employ unauthorized aliens working under this agreement and should such violation occur shall be cause for termination of the Agreement. The parties will utilize the E-verify system established by the U.S. Department of Homeland Security to verify the employment eligibility of its new employees working under this agreement hired during the contract term, and will further include in all subcontracts for subcontractors performing work or providing services pursuant to this Agreement an express written requirement that the subcontractor utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor to work under this agreement during the contract term. The Contractor shall receive and retain an affidavit from the subcontractor stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien to work under this agreement. Contractor’s knowing failure to comply with this subsection may result in termination of the Agreement and debarment of the Contractor from all public contracts for a period of no less than one (1) year.

FEDERAL GRANTS TERMS AND CONDITIONS. For any agreement that involves, receives or utilizes Federal Grants funding, the following terms and conditions shall be considered a part of the agreement and the Contractor accepts and acknowledges that it is and will continue to be in compliance with said terms and conditions for the term of the award:

2.33 Recovered Materials (2 CFR §200.322) applies to all contracts greater than $10,000. Contractor must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

2.34 Federal Drug Free Workplace. Contractor agrees to comply with the drug-free workplace requirements for federal contractors pursuant to 41 U.S.C.A. § 8102.

2.35 Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) applies if contract is greater than or equal to $100,000. Contractor certifies that it has filed the required certification and that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of an agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Contractor must disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.

2.36 Energy Efficiency / Conservation (42 U.S.C. 6201). Contractor agrees to comply with the mandatory standards and policies relating to energy efficiency contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201).

2.37 Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended applies to contracts and subgrants in excess of $150,000. Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).

Contractor shall report any and all violations to the Federal awarding agency and the Regional Office of the EPA, and notify SBSC concurrently within 30 days of notice of the violation.

2.38 Remedies For Violation or Breach of Contract. Failure of the vendor to provide products within the time specified in the ITB shall result in the following: The Buyer shall notify vendor in writing within five

(5) calendar days via the Vendor Performance Form and provide five (5) calendar days to cure. If awarded vendor cannot provide product, SBSC reserves the right to purchase product from the next lowest responsive and responsible bidder. The defaulting vendor may be responsible for reimbursing SBSC for the price differences.

2.39 Debarment and Suspension. Contractor certifies that it complies fully with the Federal Debarment

Certification regarding debarment suspension, ineligibility and voluntary exclusion. In accordance with 2 CFR part 180 that implement Executive Orders 12549 and 12689. Furthermore, Contractor certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency.

2.40 Equal Employment Opportunity. During the performance of this contract, Contractor agrees as follows:

a) Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.

b) Contractor will, in all solicitations or advancements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

c) Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee’s essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor’s legal duty to furnish information.

d) Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a Record Retention and access requirements to all records. Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers’ representative of the contractor’s commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

e) Contractor will comply with all provisions of Executive Order No. 11246 of Sept. 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

f) Contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

g) In the event of the Contractor’s noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of Sept. 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No.

11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

h) Contractor will include the provisions of paragraphs (a) through (h) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

2.41 Copeland “Anti-Kickback” Act (18 U.S.C. 874 And 40 U.S.C. 276c). Contractor certifies that it is, and will continue to be, for the term of this contract in for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and

Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or sub recipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

2.42 Davis-Bacon Act, as Amended (40 U.S.C. 276A TO A-7). Contractor, certifies that it is, and will continue for the term of this contract, to be in compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, the Contractor is herein required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, Contractor agrees to pay wages not less than once a week. Contractor must provide a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation.

Contractor acknowledge that the decision to award this contract or subcontract is conditioned upon the acceptance of the wage determination which the Contractor accepts. Contractor agrees to report all suspected or reported violations to the Federal awarding agency and to notify SBSC concurrently.

Contractor certifies that it is, and will continue to be, for the term of this contract in full compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or sub recipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

2.43 Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333). Contractor, certifies that it is, and will continue for the term of this contract, to be in compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

2.44 Health And Safety Standards in Building Trades and Construction Industry (40 U.S.C. 3704). No laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous.

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Page 11 of 11 Revised 9-26-23

IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement on the date first above written.

THE SCHOOL BOARD OF SEMINOLE CONTRACTOR’S LEGAL NAME (From Sunbiz)

COUNTY, FLORIDA

By________________________________ By____________________________________

Signature Signature

Amy Pennock, Chairman ______________________________________ Printed Name / Title Printed Name / Title

Date Approved: _____________________ Date Approved: _________________________

ATTEST: ATTEST:

By__________________________________ By ____________________________________ Signature Signature

Serita D. Beamon, Superintendent ______________________________________ Printed Name / Title Printed Name / Title

Attachments: (list all attachments with the exact title of the document)

Exhibit A, Scope of Practice Exhibit B, Price Schedule

Contractor Contact Name: ________________________________ Phone Number: ________________________________________ Email Address: ________________________________________