25-0701-P-KF949_Agreeement_Sample.pdf

Agreement for Services - [Contracting Party]

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AGREEMENT FOR SERVICES

THIS AGREEMENT FOR SERVICES is made and entered into by and between [Contracting Party], a Florida Choose entity type. (“[Reference Name]”), and The School Board of Lake County, Florida, a political subdivision of the State of Florida (“School Board”). [Reference Name] and School Board may also be referred to herein each as a “Party” and collectively as the “Parties”.

WHEREAS, School Board is responsible for operating and controlling all public K-12 schools located in Lake County, Florida (collectively referred to herein as “Lake County Schools”) and is the statutory contracting agent for Lake County Schools.

WHEREAS, School Board is in need of General description of products/services. (the “Services”).

WHEREAS, because the total cost of the Services is reasonably expected to exceed $50,000, School Board issued Choose solicitation type. # [Solicitation identifier] (the “Solicitation”) seeking proposals from individuals or firms qualified to provide the Services.

WHEREAS, School Board desires to obtain the Services from [Reference Name] and believes doing so will serve a valid purpose and be to the economic advantage of School Board.

[OR (RFQ Specific)]WHEREAS, School Board desires to create a pre-qualified pool of vendors to provide the Services and believes doing so will serve a valid purpose and be to the economic advantage of School Board.

WHEREAS, [Reference Name] is willing and able to provide the Services to School Board under the terms and conditions provided for herein.

WHEREAS, Superintendent of Lake County Schools, Diane S. Kornegay, does not have any financial interest whatsoever in [Reference Name].

WHEREAS, no individual board member of School Board has any financial interest whatsoever in [Reference Name].

WHEREAS, School Board takes no position with regard to the mission statement, vision statement, values, policies, or other similar attributes of [Reference Name] and instead chooses to focus solely on [Reference Name]’s ability to provide the Services in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the mutual promises, covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, [Reference Name] and School Board hereby agree as follows:

1. Recitals. The above recitals are true and correct and fully incorporated herein.

2. Term; Termination; Extension. The term of this Agreement shall commence on Contract start date. and, unless earlier terminated in accordance herewith, shall end on Contract expiration date. (the “Expiration Date”). This Agreement may be earlier terminated (i) by [Reference Name] or School Board, without cause, by the terminating Party giving written notice to the non-terminating Party no less than thirty (30) days prior to the effective date of such termination, (ii) by written agreement of [Reference Name] and School Board,

(iii) immediately upon School Board giving notice to [Reference Name] that [Reference Name] has failed to perform any of [Reference Name]’s duties or obligations created hereunder, or (iv) immediately upon School Board receiving notice that [Reference Name] has violated any Florida or federal law that is directly or indirectly related to this Agreement. School Board shall have the option, but not the obligation, to extend this Agreement

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for # of terms. Choose item. of # of months/years. (each an “Additional Term”) by delivering to [Reference Name] written notice of School Board’s intent to extend no later than sixty (60) days prior to the Expiration Date. If School Board fails to timely exercise its right to extend this Agreement or if [Reference Name] and School Board desire to renew the term of this Agreement beyond the Additional Term but are unable, for whatever reason, to memorialize such desire in a separate written agreement signed by both parties on or before the end of the Additional Term, then the term of this Agreement shall automatically extend, under the same terms and conditions contained herein, for a period ending on the earlier of (i) six (6) months from the Expiration Date , or (ii) the effective date of a separate written agreement signed by both parties.

3. [OR (Professional Services Only)]Term; Termination. The term of this Agreement shall commence on Contract start date. and shall remain in effect as a Continuing Contract (as defined in Section 287.055(2)(g), Florida Statutes) unless and until terminated in accordance herewith. This Agreement may be terminated (i) by [Reference Name] or School Board, without cause, by the terminating Party giving written notice to the non-terminating Party no less than thirty (30) days prior to the effective date of such termination, (ii) by written agreement of [Reference Name] and School Board,(iii) immediately upon School Board giving notice to [Reference Name] that [Reference Name] has failed to perform any of [Reference Name]’s duties or obligations created hereunder, or (iv) immediately upon School Board receiving notice that [Reference Name] has violated any Florida or federal law that is directly or indirectly related to this Agreement.

4. Scope of Work. [Reference Name] shall provide the Services in accordance with the Solicitation and Exhibit “A” attached hereto. Nothing contained herein shall be construed as obligating School Board to obtain the Services from [Reference Name] or otherwise limiting School Board’s right to obtain the Services from other vendors.

5. Compensation. School Board shall compensate [Reference Name] for the Services in accordance with the Solicitation and Exhibit “B” attached hereto. Only costs incurred in providing the Services shall be billed to or paid by School Board.

A. [Reference Name] will be paid upon submission of properly certified invoice(s) to the School Board after delivery and acceptance of commodities or services is confirmed. Invoices shall contain detail sufficient for a proper pre-audit and post audit thereof and shall contain any Purchase Order and the Vendor’s Federal Employer Identification Number or Social Security Number.

B. No payment requirements shall start until a properly completed invoice is provided to the School Board, inspected, and approved. Invoices that must be returned to [Reference Name] due to preparation errors will result in a delay in payment.

C. The School Board does not pay Federal excise or sales taxes on direct purchases of tangible personal property. The School Board will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees’ wages. All taxes will be borne by the Contractor.

6. Use of Coercion for Labor and Services. Effective July 1, 2024, Florida Statute 787.06(13) requires all nongovernmental entities executing, renewing, or extending a contract with a governmental entity to provide an affidavit signed by an officer or representative of Contractor under penalty of perjury attesting that Contractor does not use coercion for labor or services as defined in Florida Statute 787.06 in accordance with Solicitation and Exhibit “C” attached hereto.

7. Insurance. [Reference Name] shall comply with the following insurance requirements during the term hereof.

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A. [Reference Name] shall have and continually maintain comprehensive general liability coverage with minimum limits of $1,000,000.00 USD per occurrence that lists School Board and its members, officers, and employees as an additional insured.

B. [Reference Name] shall have and continually maintain automobile liability coverage (covering all owned, non-owned, and hired vehicles used by [Reference Name] in connection with providing the Services) with minimum limits of $1,000,000.00 USD per occurrence that includes School Board and its members, officers, and employees as an additional insured.

C. [Reference Name] shall have and continually maintain workers compensation coverage (covering all employees of [Reference Name]) as required by Florida law that includes School Board and its members, officers, and employees as an additional insured and also includes a waiver of subrogation in favor of School Board and its members, officers, and employees.

D. All liability insurance policies obtained or maintained by [Reference Name] in accordance with this

Agreement shall (i) include those classifications, as listed in standard liability insurance manuals, that most accurately reflect [Reference Name]’s business operations, and (ii) be issued by insurers authorized and licensed to conduct business in the State of Florida and having an A.M. Best rating of “A” or higher.

E. All workers compensation insurance policies obtained or maintained by [Reference Name] in accordance with this Agreement shall be issued by insurers (i) authorized and licensed to conduct business in the State of Florida and having an A.M. Best rating of “A” or higher, or (2) who are classified either as a group self-insurer or a commercial self-insurance fund under Florida law.

F. Within ten (10) days of full execution of this Agreement, [Reference Name] shall deliver to School

Board a Certificate of Insurance for each policy required hereunder. Each such certificate shall name School Board as the certificate holder and be delivered to School Board’s Purchasing Department at 29529 County Road 561, Tavares, FL 32778.

G. If [Reference Name] receives notice that any insurance policy required to be carried hereunder will be canceled, terminated, or non-renewed during the term of this Agreement, then [Reference Name] shall (i) notify School Board within two (2) business days of receipt of said notice, (ii) promptly replace each canceled, terminated, or non-renewed insurance policy with an insurance policy that also complies with all requirements contained herein, and (iii) deliver a Certificate of Insurance for each new policy no later than the cancellation, termination, or non-renewal effective date of the insurance policy being replaced.

H. Notwithstanding anything to the contrary contained herein, [Reference Name]’s failure to fully comply with the insurance requirements contained herein shall constitute a material breach of this Agreement and shall give School Board the right, but not the obligation, to terminate this Agreement without further liability.

8. Indemnification. [Reference Name] hereby indemnifies and holds School Board harmless from and against all losses, liabilities, damages, claims, causes of action, and expenses, including, without limitation, reasonable attorneys' fees and court costs regardless of whether a lawsuit has been filed, arising out of or relating to (i) any breach of or default under this Agreement directly or indirectly caused by [Reference Name] or any of [Reference Name]’s members, officers, agents, employees, subcontractors, suppliers, or representatives, (ii) any unpaid costs or expenses related to any labor, services, or materials furnished by, to, or on behalf of [Reference Name] pursuant to this Agreement or (iii) any error, mistake, act, omission, or negligence on the part of [Reference Name] or any of [Reference Name]’s members, officers, agents, LCS-V091523 employees, subcontractors, suppliers, or representatives while performing the Services. The foregoing indemnity shall apply in all circumstances except where School Board is solely negligent. Within three (3) business days after receiving notice of any claim asserted against [Reference Name] and School Board, [Reference Name] shall deliver written notice to School Board and School Board shall have the right, but not the obligation, to participate in the defense of any such claim. Failure to provide timely notice of any claim asserted against [Reference Name] and School Board shall constitute a default by [Reference Name] hereunder. This paragraph shall survive the expiration or earlier termination of this Agreement.

9. [OR (Professional Services Only – See FS 725.06 & 725.08)] Indemnification. [Reference Name] hereby indemnifies and holds School Board harmless from and against all liabilities, damages, losses, and costs, including, without limitation, reasonable attorneys' fees and court costs regardless of whether a lawsuit has been filed, (i) arising out of or relating to any breach of or default under this Agreement directly caused by [Reference Name] or any of [Reference Name]’s members, officers, agents, employees, subcontractors, suppliers, or representatives, (ii) arising out of or relating to any unpaid costs or expenses related to any labor, services, or materials furnished by, to, or on behalf of [Reference Name] pursuant to this Agreement, or (iii) to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of [Reference Name] or any other persons or entities employed or utilized by [Reference Name] in the performance of this Agreement. This indemnification shall not be construed to negate, abridge, or reduce any other rights or remedies that may otherwise be available to School Board. Notwithstanding anything contained herein to the contrary, [Reference Name] shall not be obligated to indemnify School Board for the negligent acts or omissions of School Board or of any other person or entity not employed or utilized by [Reference Name] in the performance of this Agreement. Within three (3) business days after receiving notice of any claim asserted against [Reference Name] and School Board, [Reference Name] shall deliver written notice to School Board and School Board shall have the right, but not the obligation, to participate in the defense of any such claim.

Failure to provide timely notice of any claim asserted against Professional and School Board shall constitute a default by [Reference Name] hereunder. This paragraph shall survive the expiration or earlier termination of this Agreement.

10. Sovereign Immunity. Notwithstanding anything contained herein to the contrary, nothing herein shall be construed as a waiver by School Board of sovereign immunity or of any rights, privileges, or limits to liability existing under Section 768.28, Florida Statutes. Any liability on the part of School Board hereunder shall be subject to School Board’s right to sovereign immunity and any other limitations provided to School Board as a political subdivision of the State of Florida under applicable law. This paragraph shall survive the expiration or earlier termination of this Agreement.

11. Laws and Regulations. [Reference Name] shall be solely responsible for obtaining all permits and licenses necessary to provide the Services and for complying with all federal, state, and local laws, codes, rules, regulations, ordinances, and orders of any public, quasi-public, or other governmental entity concerning performance of the Services. Notwithstanding anything contained herein to the contrary, failure to obtain or maintain all such required permits and licenses shall constitute a material breach of this Agreement by [Reference Name] and shall give School Board the option, but not the obligation, to immediately terminate this Agreement no earlier than three (3) business days after School Board notifies [Reference Name] of such issue in writing.

12. Bonding Requirements. (When applicable) In accordance with the provisions of Section 255.05, Florida

Statutes, for projects costing $200,000 or more, [Reference Name] shall provide to School Board a 100% Performance Bond and a 100% Labor and Material Payment Bond, each in an amount not less than the total construction cost and inclusive of the construction fee. Bonds must be submitted and approved prior to commencement of the project. The bond form shall be AIA A-311. To be acceptable to the School Board as Surety for Performance Bonds and Labor and Material Payment Bonds, a Surety Company shall comply with the following provisions:

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A. The Surety Company shall have a currently valid Certificate of Authority, issued by the State of

Florida, Department of Insurance, authorizing it to write Surety bonds in the State of Florida.

B. The Surety Company shall have a currently valid Certificate of Authority, issued by the United States Department of Treasury under Sections 9304 and 9308 of Title 31 of the United States Codes.

C. The Surety Company shall be in full compliance with the provisions of the Florida Insurance Code.

D. Bond Conflicts. If the Surety for any bond furnished by [Reference Name] is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by this Agreement, [Reference Name] shall, within thirty (30) calendar days, substitute another bond and surety, both of which shall be subject to the School Board’s approval.

13. Access to Financial Records. [Reference Name] shall maintain accounting records in accordance with generally accepted accounting principles and practices to substantiate all invoiced amounts. [Reference Name] shall ensure that such records are available for examination by School Board during [Reference Name]’s normal business hours. [Reference Name] shall maintain such records for a period of three (3) years after the date of each invoice. This paragraph shall survive the expiration or earlier termination of this Agreement.

14. Non-Appropriation. Notwithstanding anything contained herein to the contrary, School Board’s obligation to purchase and pay for goods and services under this Agreement is contingent on the annual appropriation and availability of sufficient funds, as determined in School Board’s sole and absolute discretion, to pay for such goods and services. If School Board determines the annual appropriation and availability of funds is insufficient to allow School Board to fulfill its obligations hereunder, then (a) School Board shall give written notice to [Reference Name], (b) [Reference Name] shall have the option to terminate this Agreement within fifteen (15) days after receipt of said notice, (c) School Board shall remain obligated to pay for all previously requested or ordered goods and services that are actually delivered or provided to School Board prior to [Reference Name]’s receipt of said notice, and (d) in no event shall School Board’s failure to fully perform, if caused by insufficient annual appropriation or availability of funds, constitute a breach of this Agreement or an event of default hereunder, or otherwise trigger any late charges or similar penalties.

15. Independent Contractor. [Reference Name] acknowledges and agrees that it is an independent contractor for the limited purpose of providing the Services, and nothing in this Agreement shall be construed as creating any other type of relationship, including, without limitation, partnership, joint venture, or agency, between [Reference Name] and School Board. Neither [Reference Name] nor any of [Reference Name]’s members, officers, agents, representatives, employees, subcontractors, suppliers, or independent contractors shall be deemed to be employed by School Board or eligible to receive insurance or other employment benefits provided by School Board to its employees, including, without limitation, workers’ compensation insurance, unemployment insurance, or retirement benefits. Further, [Reference Name] will be responsible for paying its own Federal income tax and self-employment tax, or any other taxes applicable to the compensation paid under this Agreement. Notwithstanding anything contained herein to the contrary, in no event shall School Board be liable or otherwise responsible for the acts or omissions of [Reference Name] under the doctrine of respondent superior or any similar legal theory. This paragraph shall survive the expiration or earlier termination of this Agreement.

16. Approval of Personnel. School Board reserves the right to approve the contact person and the persons actually performing the Services on behalf of [Reference Name] pursuant to this Agreement. If School Board, in its sole discretion, is dissatisfied with the contact person or the person or persons actually performing the Services on behalf of [Reference Name] pursuant to this Agreement, then School Board may require that

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[Reference Name] assign a different person or persons to be the contact person or to perform the Services hereunder.

17. Background Investigations. [Reference Name] hereby represents and warrants that [Reference Name] has read and is familiar with Sections 1012.315, 1012.32, 1012.465, 1012.467, and 1012.468 of the Florida Statutes and their requirements concerning background investigations. [Reference Name] shall comply with all such requirements and shall provide School Board with proof of such compliance upon request. [Reference Name]’s failure to fully comply with the requirements of this paragraph or Sections 1012.315, 1012.32, 1012.465, 1012.467 and 1012.468, Florida Statutes, shall constitute a material default by [Reference Name] hereunder and shall give School Board the option, but not the obligation, to immediately terminate this Agreement without penalty. If School Board elects to terminate this Agreement, then [Reference Name] shall be liable for all costs associated with School Board securing the same services or products, including without limitation any increase in costs for the same services and products and the cost to solicit additional bids.

18. Confidential Information. All education records, personally identifiable information (“PII”), data, metadata, personnel records, and other confidential information (collectively referred to herein as “Confidential Information”) that comes within [Reference Name]’s possession in the course of providing the Services to School Board shall be held in confidence by [Reference Name] in strict compliance with all confidentiality and disclosure provisions of all applicable federal, state, and local laws, rules, and regulations, including, without limitation, the Family Educational Rights and Privacy Act and its implementing rules and regulations (collectively “FERPA”), the Children’s Online Privacy Protection Act and its implementing rules and regulations, Chapter 1002 of the Florida Statutes, Rule 6A-1.0955 of the Florida Administrative Code, and all relevant policies of School Board (collectively referred to herein as “Privacy Laws”). [Reference Name] expressly acknowledges and understands that Confidential Information may only be used by [Reference Name] in connection with performing its duties and obligations under the Agreement and for the limited purposes for which the information was disclosed to [Reference Name] by School Board. [Reference Name] further understands and acknowledges that disclosure of a student’s PII to [Reference Name] will only be made in accordance with FERPA (including its implementing rules and regulations), School Board policies, or with the prior written consent of the applicable parent or eligible student and, therefore, [Reference Name] may only re-disclose such PII under similar circumstances and after obtaining School Board’s prior written consent. [Reference Name] shall not copy or otherwise remove any Confidential Information from any electronic device owned or controlled by School Board without School Board’s prior written authorization.

[Reference Name] shall, within thirty (30) days after the earlier of the Expiration Date or termination date of this Agreement, return to School Board all original Confidential Information and hard copies thereof in its possession and shall also purge and delete all electronic copies thereof from its files and systems. [Reference Name] understands and acknowledges that any unauthorized disclosure of Confidential Information may violate Privacy Laws and may result in penalties other than damages for which [Reference Name] shall be liable and for which [Reference Name] hereby expressly indemnifies and holds School Board harmless from and against. [Reference Name]’s failure to fully comply with the requirements of this paragraph or the Privacy Laws shall constitute a material default by [Reference Name] hereunder and shall give School Board the option, but not the obligation, to immediately terminate this Agreement without penalty. If School Board elects to terminate this Agreement, then [Reference Name] shall be liable for all costs associated with School Board securing the same services or products, including without limitation any increase in costs for the same services and products and the cost to solicit additional bids. This paragraph shall survive the expiration or earlier termination of this Agreement.

19. Disclosure of Conflict. [Reference Name] shall disclose to School Board any situation or circumstance that has the potential to create a conflict of interest concerning [Reference Name]’s performance of its duties and obligations under this Agreement.

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20. Public Records Retention. To the extent doing so will not violate any federal law relating to confidentiality of records, [Reference Name] shall comply with the Florida Public Records Law, Chapter 119, Florida Statutes by:

A. Keeping and maintaining all public records required by School Board to perform the service.

B. Providing to School Board, upon request from School Board’s Custodian of Records, a copy of any requested records or allowing such records to be inspected or copied within a reasonable time at a cost that does not exceed the cost allowable under Chapter 119, Florida Statutes, or as otherwise provided by law.

C. Ensuring all public records that are exempt or confidential and exempt from disclosure under Chapter

119, Florida Statutes, are not disclosed except as otherwise authorized by law for the duration of this Agreement and following completion of this Agreement if [Reference Name] does not transfer the records to School Board.

D. Upon completion of this Agreement, either (1) transferring to School Board, at no cost to School

Board, all public records in [Reference Name]’s possession and destroying any duplicate copies of public records that are exempt or confidential and exempt from disclosure under Chapter 119, Florida Statutes, or (2) continuing to keep and maintain all public records required by School Board to perform the service in accordance with all applicable requirements for retaining public records. All records stored electronically by [Reference Name] must be provided to School Board in a format that is compatible with School Board’s information technology systems.

E. Subsections A through D above shall survive the expiration or earlier termination of this Agreement.

Notwithstanding anything contained herein to the contrary, failure to comply with the above provisions shall constitute a default and material breach of this Agreement by [Reference Name] and shall give School Board the option, but not the obligation, to immediately terminate this Agreement without penalty. If School Board elects to terminate this Agreement, then [Reference Name] shall be liable for all costs associated with School Board securing the same services or products, including without limitation any increase in costs for the same services and products and the cost to solicit additional bids.

[REFERENCE NAME] SHALL DIRECT ALL QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES TO [REFERENCE NAME]’S DUTY TO PROVIDE PUBLIC

RECORDS RELATING TO THIS AGREEMENT TO SCHOOL BOARD’S CUSTODIAN OF RECORDS

AT (352) 253-6513 OR PUBLICRECORDREQUEST@LAKE.K12.FL.US OR 201 WEST BURLEIGH

BLVD, TAVARES, FL 32778.

21. E-Verify System. [Reference Name] understands and acknowledges that, pursuant to Section 448.095, Florida Statutes, [Reference Name] is a contractor subject to the following:

A. [Reference Name] shall use the U.S. Department of Homeland Security’s E-Verify system, available at https://www.e-verify.gov/, to verify the work authorization status of all employees hired during the term of this Agreement.

B. If [Reference Name] employs any subcontractors to perform the services or provide the products described herein, then [Reference Name] shall require each subcontractor to also use the E-Verify system to verify the work authorization status of all employees hired by such subcontractor during the term of this Agreement. In addition, each subcontractor shall provide to [Reference Name] an affidavit stating they do not employ, contract with, or subcontract with any unauthorized aliens, as

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defined in Section 448.095(1)(k), Florida Statutes. [Reference Name] shall keep and maintain said affidavit for the duration of this Agreement and shall provide a copy to School Board upon receipt.

C. [Reference Name] shall provide evidence of compliance with Section 448.095, Florida Statutes, within fifteen (15) days after full execution of this Agreement and thereafter as often as requested by School Board. Satisfactory evidence of compliance with Section 448.095, Florida Statutes, includes without limitation written notice of [Reference Name]’s E-Verify number.

D. Notwithstanding anything contained herein to the contrary, failure to comply with the above provisions shall constitute a default and material breach of this Agreement by [Reference Name] and shall give School Board the option, but not the obligation, to immediately terminate this Agreement without penalty. If School Board elects to terminate this Agreement, then [Reference Name] shall be liable for all costs associated with School Board securing the same services or products, including without limitation any increase in costs for the same services and products and the cost to solicit additional bids.

22. Right to Audit. [Reference Name] shall be subject to the following:

A. [Reference Name] shall keep all records and supporting documentation which concern or relate to the Services provided to School Board (the “Related Documents”) for a minimum of three (3) years from the expiration or termination date of this Agreement or such longer period of time as may be required by law. [Reference Name] shall require its subcontractors to also comply with this provision.

B. School Board, or its duly authorized agents or representatives, shall have the right to (i) access, during normal business hours, the Related Documents upon request, and (ii) to audit, inspect and copy the Related Documents as often as necessary. [Reference Name] shall cooperate in any audit, inspection, or copying of the Related Documents.

C. If School Board conducts an audit of the Related Documents and finds that [Reference Name] overcharged School Board, then [Reference Name] shall pay to School Board the overcharged amount plus interest of 12% per annum accruing from the date the overcharge was paid by School Board (the “Overcharged Amount”). If the Overcharged Amount is equal to or greater than $25,000.00, [Reference Name] shall also reimburse School Board for its actual costs to conduct the audit (the “Audit Costs”). School Board may deduct the Overcharged Amount and the Audit Costs (if applicable) from any unpaid amounts School Board owes, currently or in the future, to [Reference Name] for the Services and School Board shall invoice [Reference Name] for any portion of the Overcharged Amount and the Audit Costs remaining after such deduction. In no event shall the Overcharged Amount or the Audit Costs be deemed a reimbursable cost of providing the Services.

D. Subsections A through C above shall survive the expiration or earlier termination of this Agreement.

23. Debarment. [Reference Name] hereby certifies that, to the best of its knowledge and belief, neither [Reference Name] nor any of [Reference Name]’s owners, principals, or officers (i) are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by a federal department or agency, (ii) are presently indicted or otherwise criminally charged with, or have, within the past five (5) years, been convicted of or had a civil judgment rendered against them for, commission of fraud or any other 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, or (iii) have, within the past five (5) years, had one or more public transactions (federal, state or local) terminated for cause or default. [Reference Name]

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shall notify School Board within thirty (30) days after the occurrence of any of the foregoing and the failure to do so shall constitute a material default by [Reference Name] hereunder and shall give School Board the option, but not the obligation, to immediately terminate this Agreement without penalty. If School Board elects to terminate this Agreement, then [Reference Name] shall be liable for all costs associated with School Board securing the same services or products, including without limitation any increase in costs for the same services and products and the cost to solicit additional bids.

24. Scrutinized Companies. School Board may immediately terminate this Agreement without penalty if School

Board determines that [Reference Name]: (a) submitted to School Board a false certification under Section 287.135, Florida Statutes, (b) has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List (as defined in Section 215.473, Florida Statutes), (c) has been engaged in business operations in Cuba or Syria, (d) has been placed on the Scrutinized Companies that Boycott Israel List (as defined in Section 215.4725, Florida Statutes), or

(e) is engaged in a boycott of Israel.

25. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed given if delivered by hand, sent by United States registered or certified mail (return receipt requested), sent by recognized overnight courier, or sent by e-mail addressed as follows:

If to School Board: Lake County Schools Attn: Diane S. Kornegay 201 West Burleigh Blvd.

Tavares, FL 32778 kornegayd@lake.k12.fl.us

If to [Reference Name]: [Contracting Party] Attn: Click to enter text.

Click to enter address.

Click to enter email.

Notices shall be deemed effective only if sent to each address listed for the intended recipient Party, or such other address as may be subsequently provided by that Party in writing. Notices personally delivered, sent by United States registered or certified mail, or sent by overnight courier shall be deemed given on the date of receipt. Notices sent by e-mail shall be deemed sent upon transmission if sent to the recipient Party's e-mail address shown above and the e-mail message is not returned to the sender as being undeliverable. For the purposes of this Agreement, the attorney for any of the parties to this Agreement shall be permitted to deliver any and all notices under this Agreement on behalf of his or her client, and any notice so delivered by said attorney shall be deemed as delivered by his or her client as if his or her client had delivered the same directly.

26. Assignability. This Agreement is binding on and shall inure to the benefit of [Reference Name] and its successors and assigns; provided, however, that [Reference Name] may not assign any of its rights or obligations contained in this Agreement without School Board’s prior written consent.

27. Incorporation; Conflicts. (For solicitations only) The following documents and writings are fully incorporated as if fully set forth herein by reference: the Solicitation. Any conflict between the terms of the foregoing and this Agreement shall first be controlled by this Agreement and then by the Solicitation.

28. Entire Agreement. This Agreement, including all exhibits attached hereto, constitutes the entire agreement between [Reference Name] and School Board and replaces all prior communications, understandings, LCS-V091523 representations, arrangements, and agreements, whether oral or written, between or among them related to the terms and subject matter of this Agreement that were not otherwise reduced to writing and incorporated herein.

29. Modification. This Agreement may not be modified or amended nor shall any provision of it be waived except in writing signed by [Reference Name] and School Board, or their respective agents acting under express written authority to do so. No oral agreement, statement, promise, undertaking, understanding, arrangement, act, or omission of either Party, occurring after the date hereof may be deemed an amendment or modification to this Agreement unless reduced to writing and signed by [Reference Name] and School Board, or their respective agents acting under express written authority to do so.

30. Governing Law. The laws of the State of Florida shall apply to and control any dispute concerning the interpretation, construction, performance, or enforcement of this Agreement. [Reference Name] and School Board hereby agree that the exclusive jurisdiction and venue for any legal proceeding arising out of or relating to this Agreement shall be the state courts serving Lake County, Florida and [Reference Name] and School Board hereby waive any challenge to personal jurisdiction or venue in such courts.

31. Severability. If for any reason any of the covenants, agreements, terms, or provisions contained herein shall be determined to be invalid or unenforceable by a court of competent jurisdiction, then the validity of the remaining covenants, agreements, terms, and provisions hereof shall be in no way affected, prejudiced, or disturbed by said determination and this Agreement shall be automatically conformed to the law and shall continue in full force and effect.

32. Prevailing Party Attorney’s Fees. In any legal action or proceeding arising out of or relating to this Agreement or because of an alleged dispute, breach, default, or misrepresentation hereof, or for a declaration of the rights and obligations contained herein, the prevailing Party shall be entitled to reasonable attorney’s fees and other costs incurred in such action or proceeding in addition to any other relief to which the prevailing Party may otherwise be entitled.

33. No Third-Party Beneficiary Rights. No provision of this Agreement is intended or shall be construed to provide or create any third-party beneficiary right or any other right of any kind in any entity, manager, member, employee, subcontractor, officer, director, shareholder, partner, owner, agent, or associate of any Party, or in any other person, unless otherwise specifically provided for herein, and, except as so provided, all terms and provisions hereof shall be personal solely between the Parties.

34. Counterparts. This Agreement may be executed in as many counterparts as may be required, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. An electronic or facsimile copy of this Agreement and any signatures thereon shall be considered for all purposes as an original.

35. Construction. This Agreement shall be construed as if it were jointly prepared by [Reference Name] and School Board and any uncertainty or ambiguity shall not be construed against any one Party. Whenever applicable in this Agreement, the use of the singular shall include the plural and the use of the plural shall include the singular. The headings used in this Agreement are solely for convenience of reference and shall not control the meaning or interpretation of this Agreement.

36. Authority. [Reference Name] and School Board each represent and warrant that: (a) it is duly organized, validly existing, and in good standing under the laws of the state of its formation, (b) it has full power and authority to execute and deliver this Agreement and to perform all of its duties and obligations created hereunder, (c) no provisions of this Agreement or the performance of its duties or obligations hereunder conflict with its organizational documents or any other agreement to which it is a party or by which it is bound, LCS-V091523 and (d) the person executing this Agreement possesses full authority to do so and to lawfully and effectively bind the entity such person purports to represent.

37. Contract Terms Required by Federal Law. (When applicable) Any contract or subcontract funded by federal funds for this Agreement must comply with the applicable provisions described in Appendix II to 2 C.F.R. Part 200. It is the responsibility of [Reference Name] to include any of the required provisions in its sub-contracts.

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

1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The 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. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

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

3) The 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.

4) The 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 advising the said labor union or workers’ representatives of the Contractor’s commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

6) The Contractor will furnish all information and reports required by Executive Order 11246 of

September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency

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and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

7) In the event of the Contractor’s noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

8) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) 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 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

B. Davis-Bacon Act, if applicable.

1) All transactions regarding this contract shall be done in compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable.

2) Contractors are 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.

3) Additionally, contractors are required to pay wages not less than once a week.

C. Copeland “Anti-Kickback” Act, if applicable.

1) Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.

2) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.

3) Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a Contractor and subcontractor as provided in 29 C.F.R. § 5.12.

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D. Contract Work Hours and Safety Standards. In accordance with 40 U.S.C. 3702 of the Act, the Contractor shall 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.

E. Clean Air Act and the Federal Water Pollution Control Act. 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), and will report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA).

F. Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

G. Debarment and Suspension.

1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the Contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

2) The Contractor and any subcontractors must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R.

pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

3) This certification is a material representation of fact relied upon by the Government. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.

3000, subpart C, in addition to remedies available to the Government, the Federal Government may pursue available remedies, including…