6-CONTRACT TERMS AND CONDITIONS (ITB) 12.9.24.docx

CONTRACT TERMS AND CONDITIONS

These Contract Terms and Conditions include the Bid, Bid Response and any and all Bid attachments are hereby referred to as “Contract” or “Agreement”. The term “Bid” may also be referred to as “ITB”. BSO reserves the right to negotiate with the AWARDED BIDDER any additional terms and conditions via a more formal written agreement, in its sole judgment.

1. Term of the Contract: The Term of this Contract will be specified in the Scope of Services of this Bid. BSO reserves the right to cancel and re-solicit at its sole discretion.

2. Contract: The Bid, the Contract Terms and Conditions contained in this ITB and any Purchase Order issued shall form the contract in the event of an award. BSO reserves the right to reject any contract, which does not conform to the BID, and any BSO requirements for contracts. BSO reserves the right to modify, add or delete language in any Contract.

3. Intellectual Property Rights: AWARDED BIDDER warrants that there has been no violation of intellectual property rights in manufacturing, producing, and/or selling the item(s) ordered or shipped as a result of this ITB; and AWARDED BIDDER agrees to indemnify and hold harmless BSO, the Sheriff, its employees, agents, or servants, Broward County, Broward County Board of Commissioners, its employees, agents, or servants against any and all liability, loss, or expense resulting from any such violation.

4. Laws and Regulations: AWARDED BIDDER agrees to abide by all applicable Federal, State, County, and local rules, regulations, ordinances and codes.

5. Taxes: All taxes -- federal, state and local, relating to the AWARDED BIDDER's work under its agreement with the Broward Sheriff’s Office and, similarly, all costs for licenses, permits, or certifications shall be paid by the AWARDED BIDDER. AWARDED BIDDER certifies that all state and federal tax exemptions applicable to BSO will be applied.

6. Piggyback Allowance: With the consent of the AWARDED BIDDER, the Broward Sheriff’s Office will permit municipalities and other governmental agencies within the State of Florida to utilize this ITB to make purchases under the same pricing, terms, and conditions of this ITB with the development of their own contract. This specifically applies to members of the Southeast Florida Governmental Purchasing Cooperative Group (Co-op).

7. Insurance: Throughout the term of this Agreement and for all applicable statutes of limitations periods, CONTRACTOR shall maintain in full force and effect the insurance coverage set forth in this Article. The provisions of this Article shall survive the expiration or termination of this Agreement.

The purpose of the insurance requirements set forth in this Article is to obtain assurance that the CONTRACTOR will have the financial capacity (insurance funds) to meet its contractual duties and responsibilities set forth in this Agreement including, but not limited to, the indemnification provisions contained herein.

All insurance policies shall be issued by companies that (a) are authorized to transact business in the State of Florida, (b) have agents upon whom service of process may be made in Broward County, Florida, and (c) have a Best’s rating of A-VI or better.

All insurance policies shall name the following as additional insured: the Broward Sheriff’s Office, BSO, the Sheriff, Broward County, the Board of Commissioners of Broward County and their officers, employees, agents and commission members with a CG026 Additional Insured – Designated Person or Organization endorsement, or similar endorsement to the liability policies.

All insurance policies shall be endorsed to provide that (a) CONTRACTOR’s insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and (b) CONTRACTOR’s insurance policy includes a “severability of interest” clause and (c) the CONTRACTOR’s insurance policy provides a waiver of subrogation in favor of the SHERIFF and Broward County.

Self-Insurance shall not be acceptable, unless approved by BSO Risk Management.

CONTRACTOR shall provide Sheriff’s Director of Risk Management and Sheriff’s Contracts Manager with a copy of the Certificate of Insurance or endorsements evidencing the types of insurance and coverages required by this Article within three (3) calendar days of CONTRACTOR’s receipt of a notice of intent to award, and, at any time thereafter, upon request by the Sheriff. If the CONTRACTOR fails to submit the required insurance certificate in the manner prescribed, the CONTRACTOR shall be in default, and the Agreement may be rescinded at the Sheriff’s sole discretion.

CONTRACTOR shall provide, within thirty (30) days after receipt of a written request from the SHERIFF, a copy of the policies providing the coverage required by this Agreement. CONTRACTOR may redact provisions of the policies that are not relevant to the insurance required by this Agreement.

CONTRACTOR’s insurance policies shall be endorsed to provide Sheriff with at least sixty (60) days prior written notice of cancellation, non-renewal, restrictions, or reduction in coverages or limits. Notice shall be sent to:

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

AND

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

If CONTRACTOR’s insurance policy is a claims made policy, then CONTRACTOR shall maintain such insurance coverage for a period of five (5) years after the expiration or termination of the Agreement or any extensions or renewals of the Agreement. Applicable coverages may be met by keeping the policies in force, or by obtaining an extension of coverage commonly known as a reporting endorsement or tail coverage. The retroactive date, if any, shall be no later than the first day of service to the SHERIFF.

If any of CONTRACTOR’s insurance policies includes a general aggregate limit and provides that claims investigation or legal defense costs are included in the general aggregate limit, the general aggregate limit that is required shall be no less than five (5) times the occurrence limits specified above in this Article.

CONTRACTOR shall require its insurance carrier to notify BSO Risk Management if the reserves against the aggregate reaches 50% of the aggregate limit. Upon such notification, BSO shall have the right to require CONTRACTOR to obtain additional coverage acceptable to BSO at CONTRACTOR’s expense.

If any of the insurance policies required under this Article above lapse during the term of this Agreement or any extension or renewal of the same, CONTRACTOR shall not receive payment from the SHERIFF until such time that the SHERIFF has received satisfactory evidence of reinstated coverage of the types and coverages specified in this Article that is effective as of the lapse date. The SHERIFF, in his sole discretion, may terminate the Agreement immediately and no further payments shall be due to CONTRACTOR.

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

Minimum Coverage. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve CONTRACTOR of liability in excess of such coverage, nor shall it preclude SHERIFF from taking such other actions as is available to him under any other provisions of this Agreement or otherwise in law or equity.

SHERIFF is a state agency or political subdivision as defined in Chapter 768.28, Florida Statutes, and nothing herein is intended to serve as a waiver of sovereign immunity nor shall anything include herein be construed as a consent to be sued by third parties in any matter arising out of this Agreement or any other contract.

CONTRACTOR shall carry the following minimum types of insurance:

WORKER’S COMPENSATION INSURANCE is to be maintained in compliance with the "Workers' Compensation Law" of the State of Florida for statutory obligations imposed by Workers Compensation or Occupational Disease Laws, including where applicable, the United States Longshoreman’s and Harbor Workers Act, the Federal Employers Liability Act and the Jones Act which includes Employers’ Liability insurance and all applicable federal laws. In addition, the policy(ies) must include Employer's Liability with the following minimum limits:

Employer’s Liability for each accident – Five Hundred Thousand Dollars ($500,000.00) Employer’s Liability for each disease – Five Hundred Thousand Dollars ($500,000.00)

COMMERCIAL GENERAL LIABILITY INSURANCE. CONTRACTOR shall carry Commercial General Liability Insurance with limits of not less than one million dollars ($1,000,000) per occurrence combined single limit for Bodily Injury and Property Damage. The insurance policy must include coverage that is not more restrictive than the latest edition of the Commercial General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office, and the policy must include the following coverages: Premises and/or operations, independent contractor, products and/or completed operations for contracts, contractual liability, broad form contractual coverage, broad form property damage, products, completed operations, personal injury and cross liability. Personal injury coverage shall include coverage that has the Employee and Contractual Exclusions removed.

BUSINESS AUTOMOBILE LIABILITY with minimum limits of One Million Dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include:

· Owned vehicles;

· Hired and non-owned vehicles;

· Leased;

· Employees' non-ownership;

If CONTRACTOR does not maintain Business Automobile Liability coverage and its employees use a personal vehicle or a rental vehicle in the course and scope of providing services under this Agreement, CONTRACTOR will provide proof of liability coverage with minimum limits of $1,000,000 per occurrence, combined single limits for Bodily Injury and Property Damage. Prior to providing the services described herein, CONTRACTOR must provide BSO with documentation showing coverage for the minimum limits set forth above. The documentation should be the (1) Declaration Sheet for the employee’s personal auto policy showing rental vehicle coverage and its limits, (2) a copy of the executed auto rental agreement showing the purchased coverage and its limits, or (3) a combination of both.

FIDELITY BOND OR CRIME COVERAGE. If the CONTRACTOR is doing work involving the SHERIFF’s financial accounts, financial data or handling money, a fidelity bond or crime coverage is required. Coverage shall include employee dishonesty, forgery or alteration, social engineering, theft, disappearance and destruction (inside and outside) with minimum limits of One Million Dollars ($1,000,000). The bond or policy shall include coverage for all directors, officers, agents and employees of the CONTRACTOR, name SHERIFF as loss payee, include coverage for extended theft and mysterious disappearance and not contain a condition requiring an arrest and conviction.

PROPERTY INSURANCE, BUILDER’S RISK, or INSTALLATION FLOATER. Such insurance shall be in force and evidenced to SHERIFF as a condition precedent to the Notice to Proceed for construction. Coverage shall be "All Risks" Completed Value form to provide coverage at least equal to the full contract value of the project when complete with a deductible not to exceed Ten Thousand Dollars ($10,000) each claim for all perils except wind and flood. For the perils of wind and flood, CONTRACTOR shall maintain a deductible that is commercially feasible which does not exceed five (5%) of the "values at risk at the time of loss" unless otherwise approved by the SHERIFF's Risk Management Division.

· The Builder’s Risk policy shall include coverage for any damage to property resulting from faulty workmanship.

· Sublimits: Any sublimit for wind or flood must be approved by the SHERIFF's Risk Management Division.

· Waiver of Occupancy Clause or Warranty-Policy must be specifically endorsed to eliminate any "Occupancy Clause" or similar warranty or representation that the building(s), addition(s) or structure(s) in the course of construction shall not be occupied without specific endorsement of the policy. The Policy must be endorsed to provide that the Builder's Risk coverage will continue to apply until final acceptance of the building(s), addition(s) or structure(s) by SHERIFF.

· The Builder's Risk policy shall reflect BSO, the Broward Sheriff’s Office, the Sheriff, Broward County, the Board of County Commissioners, its officers, agents, employees and Commission Members as an "Additional Insured" and as a loss payee.

· The Builder's Risk policy(ies) shall be endorsed to waive the insurer's rights of subrogation against BSO, the Broward Sheriff’s Office, the Sheriff, Broward County, the Board of County Commissioners, its officers, agents, employees and Commission Members.

· The Builder’s Risk Insurance shall include interests of the Broward Sheriff’s Office, the CONTRACTOR and subcontractors of the project.

· The CONTRACTOR shall include a separate line item for all costs associated with the Builder’s Risk Insurance Coverage for the project. Broward Sheriff’s Office reserves the right, at its sole discretion, to utilize the CONTRACTOR’s Builder’s Risk Insurance or for the Sheriff’s Office to purchase its own Builder’s Risk Insurance for the Project. Prior to the CONTRACTOR purchasing the Builder’s Risk insurance for the project, the CONTRACTOR shall allow the Sheriff’s Office the opportunity to analyze the CONTRACTOR’s coverage and determine who shall purchase the coverage. Should the Sheriff’s Office utilize the CONTRACTOR’s Builder’s Risk Insurance, the CONTRACTOR shall be responsible for all deductibles. If the Sheriff’s Office chooses to purchase the Builder’s Risk Coverage on the project, the CONTRACTOR shall provide the Sheriff’s Office with a change order deduct for all premiums and costs associated with the Builder’s Risk insurance in their schedule.

PROFESSIONAL LAIBILITY (ERRORS AND OMISSIONS) INSURANCE: In the event professional services are being provided, CONTRACTOR shall carry Professional Liability coverage that has a per occurrence limit of not less than One Million ($1,000,000) dollars per claim, and an annual aggregate limit of not less than Two Million ($2,000,000) dollars. CONTRACTOR shall require its subcontractors and independent contractors to carry these same levels of professional liability insurance.

CYBER LIABILITY INSURANCE: If applicable, limits of not less than One Million ($1,000,000) dollars for each wrongful act, and Three Million ($3,000,000) dollars in the aggregate that provides coverage for: Liability for security or privacy breaches, including loss or unauthorized access to, use of, or tampering with computer systems, including hacker attacks and the introduction of a computer virus into, or otherwise causing damage to BSO’s or a third party’s computer, computer system, network, or similar computer related property and data, software and computers thereon; costs associated with a privacy breach, including consumer notification, customer support and crisis management, and costs of providing credit monitoring services; Expenses related to regulatory compliance, government investigations, fines, fees assessments and penalties; Costs of restoring, updating or replacing data; Privacy liability losses connected to network security, privacy, and media liability; “Insured versus insured” exclusion prohibited.

POLLUTION LIABILITY. This coverage is required whenever the work at issue under this Agreement involves potential pollution risk to the environment or losses caused by pollution conditions (including asbestos) that may arise from the services contemplated herein. The policy shall cover the CONTRACTOR’s completed operations. Coverage shall apply to sudden and gradual pollution conditions resulting from the escape of release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids, or gases, natural gas, waste materials, or other irritants, contaminants, or pollutants (including asbestos). This coverage can be obtained through the CONTRACTOR’s Commercial General Liability policy by including the Limited Pollution Liability Extension ISO endorsement CG 2415 or its equivalent.

If the CONTRACTOR is responsible for the transport of any hazardous waste, the CONTRACTOR can extend the Pollution Liability Policy to cover this exposure or the CONTRACTOR can add to the Business Automobile Policy by adding ISO endorsement CA 9948 and MCS-90.

UMBRELLA OR EXCESS LIABILITY INSURANCE. CONTRACTOR may satisfy the minimum liability limits required above under an Umbrella or Excess Liability policy. There is no minimum Per Occurrence limit of liability under the Umbrella or Excess Liability; however the Annual Aggregate limit shall not be less than the highest “Each Occurrence” limit for any of the policies noted above. CONTRACTOR agrees to name and endorse the Broward County Sheriff’s Office, BSO, the Sheriff, Broward County, the Board of Commissioners of Broward County and their officers, agents, employees and commission members as additional insured.

8. Non-Collusion Certificate: By submitting this Bid and completing the Non-Collusion Certificate, the AWARDED BIDDER affirms that this ITB is without previous understanding, agreement, or connection with any person, business or corporation submitting a Bid for the same services, materials, supplies, or equipment, and that this Bid is in all respect fair, and without collusion or fraud.

9. Indemnification: AWARDED BIDDER shall, at all times hereafter, indemnify, hold harmless and, at the option of BSO counsel, defend or pay for an attorney selected by BSO counsel to defend BSO, the Sheriff, Broward County, the Board of Commissioners of Broward County, and their officers, agents and employees of BSO and Broward County and Broward County Commission members from and against any and all claims, suits, actions, demands, causes of actions of any kind or nature, including all costs, expenses and attorney’s fees, arising out of the negligent or wrongful act or omission of AWARDED BIDDER, its officers, agents, employees, servants, independent Bidders or subcontractors.

AWARDED BIDDER shall inform Sheriff in advance of planned actions and/or conduct related to AWARDED BIDDER’s handling of any such action or claim. Sheriff shall inform AWARDED BIDDER of any known restrictions, defenses or limitations that may arise or exist by reason of BSO being a governmental entity.

Sheriff shall not be liable for and AWARDED BIDDER agrees to indemnify Sheriff against any liability resulting from injury or illness, of any kind whatsoever, to AWARDED BIDDER's employees, agents, representatives, designees, or servants during the performance of the services, duties, and responsibilities contemplated herein.

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

10. Nondiscrimination: AWARDED BIDDER shall not discriminate against any client, employee or applicant for employment because of race, age, color, religion, sex, national origin, physical or mental disability, or sexual orientation. AWARDED BIDDER shall take affirmative action to ensure that applicants, sub-contractors, Independent Contractors, and employees are treated without discrimination in regard to their race, color, religion, sex, national origin, physical or mental disability, or sexual orientation. AWARDED BIDDER shall comply with all applicable sections of the Americans with Disabilities Act. The AWARDED BIDDER agrees that compliance with this Article constitutes a material condition to this Contract, and that it is binding upon the AWARDED BIDDER, its successors, transferees, and assignees for the period during which services are provided. The AWARDED BIDDER further assures that all subcontractors and Independent Bidders are not in violation of the terms of this Section.

11. Sovereign Immunity: Nothing in this Contract is intended nor shall it be construed or interpreted to waive or modify the Sheriff’s immunities and limitations on liability provided for in Florida Statutes section 768.28 as now worded or as may hereafter be amended.

12. Confidentiality of BSO Operations: To the extent permitted by law, AWARDED BIDDER shall not at any time, in any manner, either directly or indirectly, communicate to any person, firm, corporation or other entity any information of any kind concerning any matter affecting or relating to the business of BSO, including, but not limited to, its manner of operation, its plans, computer systems, processes or other data of any kind, nature or description. The parties stipulating that as between them, the aforementioned matters are important, material and confidential and gravely affect the effective and successful conduct of the business of SHERIFF, and its goodwill, and that any breach of the terms of this paragraph is a material breach of this Contract. AWARDED BIDDER acknowledges that a breach of this confidentiality will cause irreparable injury to SHERIFF that the remedy at law for any such violation or threatened violation will not be adequate and BSO shall be entitled to temporary and permanent injunctive relief. The provisions of this clause shall remain in full force and effect and enforceable even after the expiration of the Contract. Employees and/or subcontractors of AWARDED BIDDER that will be working on this contract will be required to electronically sign a confidentiality agreement. If not completed and returned with your response, it must be completed and returned prior to contract award.

AWARDED BIDDER agree to indemnify and hold harmless BSO (including any litigation costs, expenses and BSO’s expended reasonable attorneys’ fees and costs) should: (a) BSO recognizes and redacts the materials identified as confidential or proprietary by the AWARDED BIDDER and BSO refuses to release the same pursuant to a Florida Public Records Request based upon AWARDED BIDDER’s proprietary/exemption claims; and (b) litigation is filed against BSO for disclosure of the same under Florida Public Records laws by any third party. The above indemnification provisions shall survive the expiration or termination of the solicitation process or after the expiration of any term in a resulting Agreement. Notwithstanding the forgoing, BSO reserves the right to decline to recognize and redact the materials identified as confidential or proprietary by the AWARDED BIDDER should a public records request the same.

Any claim of confidentiality on materials that AWARDED BIDDER asserts to be exempt and placed elsewhere in the Proposal will be considered waived by the AWARDED BIDDER upon submission.

13. Severability: In the event any provisions of this Contract is held to be unenforceable for any reason, the unenforceability thereof shall not affect the remainder of the Contract which shall remain in full force and effect and enforceable in accordance with its terms.

14. Enforcement: In the event either party incurs legal expenses or costs to enforce the terms of this Contract, the prevailing party shall be entitled to recover the costs of such action so incurred, including, without limiting, reasonable attorney’s fees and costs.

15. No Third Party Beneficiaries: This Contract is for the benefit of the parties hereto, and is not entered into for the benefit of any other person or entity. Nothing in this Contract shall be deemed or construed to create or confer any benefit, right or cause of action for any third party or entity.

16. Funding: The obligation of BSO for payment to the AWARDED BIDDER is limited to the availability of funds appropriated in a current fiscal period, and continuation of any contractual relationship into a subsequent fiscal period is subject to appropriation of funds, unless otherwise authorized by law.

17. Manner of Performance: AWARDED BIDDER agrees to perform its duties and obligations in a professional manner and in accordance with all applicable Local, State, County, and Federal laws, rules, regulations and codes. AWARDED BIDDER agrees that the services provided shall be provided by employees that are educated, trained, experienced, certified, and licensed in all areas encompassed within their designated duties. AWARDED BIDDER agrees to furnish to BSO any and all documentation, certification, authorization, license, permit, or registration currently required by applicable laws, rules, and regulations. AWARDED BIDDER further certifies that it and its employees will keep all licenses, permits, registrations, authorizations, or certifications required by applicable laws or regulations in full force and effect during the term of this contract. Failure of AWARDED BIDDER to comply with this paragraph shall constitute a material breach of this contract.

18. Public Records: The Broward Sheriff's Office is subject to Chapter 119, Florida Statutes, and the "Public Records Law." No claim of confidentiality or proprietary information in all or any portion of a response to the BID will be honored unless a specific exemption from the Public Records Law exists and it is cited in the response to the BID. An incorrectly claimed exemption does not disqualify the firm, only the exemption claimed.

Pursuant to Florida law (including specifically but not limited to Section 119.0701, Florida Statutes), the AWARDED BIDDER must comply with all applicable public records law. Specifically, the AWARDED BIDDER shall:

18.1 Keep and maintain public records required by SHERIFF to perform the services contracted for in this Agreement.

18.2 Upon request from SHERIFF, SHERIFF’s designee or SHERIFF’S custodian of public records, provide SHERIFF or designee with a copy of the requested records or allow the records to be inspected or copied, at SHERIFF or designee’s sole option, within a reasonable time at no cost to SHERIFF.

18.3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the Contract if the AWARDED BIDDER does not transfer the records to SHERIFF.

18.4 Upon completion of the contract, transfer, at no cost, to SHERIFF all public records in possession of AWARDED BIDDER or keep and maintain public records required by SHERIFF to perform the services contracted for in this Agreement, at SHERIFF’s sole option. If the AWARDED BIDDER transfers all public records to SHERIFF upon completion of the contract, the AWARDED BIDDER shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the AWARDED BIDDER keeps and maintains public records upon completion of the contract, the AWARDED BIDDER shall meet all applicable requirements for retaining public records.

18.5 All public records stored electronically by the AWARDED BIDDER pertaining to the services contracted for in this Agreement must be provided to SHERIFF, upon request from the SHERIFF, or SHERIFF’s designee or SHERIFF’S custodian of records, designee, in a format that is compatible with the information technology systems of SHERIFF.

In the event AWARDED BIDDER receives a public records request related to this agreement and the services provided hereunder, AWARDED BIDDER shall promptly forward the same to SHERIFF for SHERIFF’S records.

IF THE AWARDED BIDDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE AWARDED BIDDER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: RECORDS MANAGEMENT LIAISON OFFICER, ADMINISTRATIVE SUPPORT BUREAU, BROWARD SHERIFF’S OFFICE, 2601 WEST BROWARD BLVD., FORT LAUDERDALE, FLORIDA 33312 (954)831-8745 Erin_Foley@sheriff.org OR THE OFFICE OF GENERAL COUNSEL, BROWARD SHERIFF’S OFFICE AT (954) 831-8920.

19. Assignment: No assignment of this contract or the rights and obligations hereunder by AWARDED BIDDER shall be valid without the express written consent of BSO, which may be given or withheld, in BSO’s sole discretion.

20. Waiver or Breach: It is agreed that no waiver or modification of the terms hereof or of any covenant, condition, or limitation contained in said terms shall be valid unless it is in writing and duly executed by the party to be charged with it, and that no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting the terms hereof, or the right or obligations of any party, unless such waiver or modification is in writing, and duly executed. The waiver by either party of a breach or violation of any provision of this Contract shall be construed as a modification of this contract and shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or any other provision of this Contract.

21. Termination: The Agreement and the parties' performance may be terminated upon the following events:

21.1 Termination by Mutual Agreement. In the event the parties mutually agree in writing, the Agreement may be terminated on the terms and dates stipulate therein.

21.2 Termination without Cause. BSO shall have the right to terminate the Agreement without cause and for BSO’s convenience by providing the AWARDED BIDDER with thirty (30) calendar days written notice. AWARDED BIDDER will be paid for services or goods delivered up to the date of termination.

21.3 Termination for Cause. In the event of a material breach of these terms and conditions, either party may provide the other party with written notice of the material breach. The other party shall have thirty (30) days from the date of its receipt of such notification to cure such material breach. If the material breach is not cured within that time period, the non-breaching party may terminate their performance and the parties' relationship immediately. Material breaches shall include but are not limited to, violations of Governing Standards, state or federal laws, BSO's policies and procedures, or these terms and conditions.

21.4 Termination for Lack of Funds. In the event the funds to finance this Agreement become unavailable or are not allocated by Broward County (or if this Agreement is funded by way of a grant source, then in the event the funds to finance this Agreement become unavailable or are not allocated by that grant source), BSO may provide AWARDED BIDDER with thirty (30) days written notice of termination.

21.5 Immediate Termination by BSO. BSO, in his sole discretion, may terminate the Agreement immediately upon the occurrence of any of the following events:

21.5.1 AWARDED BIDDER's violation of the Public Records Act;

21.5.2 The insolvency, bankruptcy or receivership of AWARDED BIDDER;

21.5.3 AWARDED BIDDER’s violation or non-compliance with NONDISCRIMINATION Section of these terms and conditions; or

21.5.4 AWARDED BIDDER fails to maintain insurance in accordance with the INSURANCE Section of these terms and conditions.

21.5.5 AWARDED BIDDER submits a false certification as provided in Section 31 below.

Neither the expected termination nor the expiration of the Agreement shall relieve AWARDED BIDDER, its employees and independent Bidders from their contractual duty and ethical obligation to provide or arrange for services until the date of termination.

Notwithstanding any other provisions of these terms and conditions, the AWARDED BIDDER'S duty.to indemnify and defend BSO as set forth in these terms and conditions shall survive the termination or expiration of the Agreement.

22. Conditions for Emergency/Hurricane or Disaster – Term Contracts: It is hereby made a part of the Invitation to Bid that before, during and after a public emergency, disaster, hurricane, flood or other substantial loss that BSO shall require a “first priority” basis for goods and services. It is vital and imperative that the majority of citizens are protected from any emergency situation which threatens public safety and health, as determined by the Sheriff. AWARDED BIDDER agrees to rent/sell/lease all goods and services to the Broward Sheriff's Office or other governmental entities, as opposed to a private citizen or corporation, on a first priority basis. BSO expects to pay a fair and reasonable price for all products/services in the event of a disaster, emergency or hurricane. AWARDED BIDDER shall furnish a twenty-four (24) hour telephone number in the event of such an emergency.

23. Public Entity Crimes: In accordance with the Public Entity Crimes Act (Section 287.133, Florida Statutes) a person or affiliate who has been placed on the convicted vendor list maintained by the State of Florida Department of General Services following a conviction for a public entity crime may not submit a Bid on a contract to provide any goods or services to a public entity, may not submit a Bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit Bids on leases of real property to a public entity, may not be awarded or perform work as an AWARDED BIDDER, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of thirty six (36) months from the date of being placed on the convicted vendor list.

26. Choice of Law & Forum: The construction, validity and performance of this Agreement will be governed by the laws of the State of Florida, without regard to, or application of, choice of law rules or principles. The parties irrevocably agree to submit to the exclusive jurisdiction of the 17th Judicial Circuit, in and for Broward County Florida USA, for the conduct of any legal proceedings under, or related to, this Agreement. Should litigation occur by and between the parties to this agreement relative to the interpretation and/or enforcement and/or breach of this agreement, then the prevailing party shall be entitled to their reasonable attorneys’ fees and costs paid by the non-prevailing party both at trial and on appeals levels.

27. Key Personnel: To the extent that this agreement or related state of work for services to be performed by AWARDED BIDDER’S key personnel, those services must be performed by the personnel identified in the AWARDED BIDDER’S proposal to perform them unless substitutes have been approved in writing by BSO. Use of junior personnel, even under key personnel supervision (for example, associates or student workers), is not authorized unless they are identified in the AWARDED BIDDER’S proposal by name or position, with a description of their duties. This agreement may be terminated if the key personnel named in the AWARDED BIDDER’S proposal become unavailable for any reason. If the unavailability of key personnel is not the fault of the AWARDED BIDDER, BSO may terminate by giving notice of termination. The AWARDED BIDDER will be paid for service performed up to the date of termination. If BSO finds that the AWARDED BIDDER is at fault for the unavailability of key personnel, the agreement may be terminated for default.

A performance evaluation, the form of which will be at BSO’s sole and absolute discretion and not the subject of a protest, will be conducted prior to the end of the test period and that evaluation will be the basis for BSO's decision to continue with the AWARDED BIDDER or to select another Bidder (if applicable).

30. Test Period – Product: If the AWARDED BIDDER is offering an equivalent product, BSO reserves the right to require a test period to determine if the product meets the requirements of the Bid specifications and to BSO’s satisfaction, in its sole and absolute discretion. Such test period can be from (30) thirty to ninety (90) days and will be conducted under all specifications, terms and conditions contained in the Bid. If accepted by BSO, this trial period will then become part of the initial term as specified in the Bid.

A performance evaluation, the form of which will be at BSO’s sole and absolute discretion and not the subject of a protest, will be conducted prior to the end of the test period and that evaluation will be the basis for BSO to continue with the AWARDED BIDDER or to select another Bidder (if applicable).

31.1.1 is on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725, or is engaged in a boycott of Israel;

31.1.2 is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, created pursuant to s. 215.473; or

31.1.3 is engaged in business operations in Cuba or Syria

At the time a company submits a bid or proposal for a contract or before the company enters into or renews a contract with an agency or governmental entity for goods or services of One Million ($1,000,000.00) dollars or more, the company must certify that the company is not participating in a boycott of Israel, on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or that it does not have business operations in Cuba or Syria.

31.2 Verification of Employment Eligibility

31.2.1 In accordance with, §448.095, Florida Statutes, AWARDED BIDDER shall register with and utilize the E-Verify System operated by the United States Department of Homeland Security to verify the employment eligibility of all new employees hired during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to this Contract to likewise utilize the E-Verify System to verify the employment eligibility of all new employees hired by the subcontractor during the term of this Contract. If AWARDED BIDDER enters into a contract with a subcontractor performing work or providing services on its behalf, AWARDED BIDDER shall also require the subcontractor to provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Information on registration for and use of the E-Verify System can be obtained via the internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-Verify.

31.2.2 Every AWARDED BIDDER shall, upon request, provide evidence of compliance with this provision to the Sheriff/BSO. Failure to comply with this provision is a material breach of a Contract, and the Sheriff/BSO may choose to terminate the Contract at any time at its sole discretion. AWARDED BIDDER may be liable for all costs associated with Sheriff/BSO securing the same services, inclusive, but not limited to, higher costs for the same services and rebidding costs (if necessary).

31.2.3 The AWARDED BIDDER certifies that:

31.2.3.1. The AWARDED BIDDER and its Subcontractors are aware of the requirements of Florida Statute 448.095, and upon request from the Broward Sheriff’s Office, provide evidence of such compliance.

31.3 Foreign Influence:

AWARDED BIDDER represents and warrants that it has made any applicable disclosures to BSO which are required under Florida Statute 286.101(3)(a) pertaining to business transactions with a foreign country of concern as more fully defined within said statute.

32. Audit: SHERIFF shall have the right to audit the books, records, and accounts of AWARDED BIDDER that are related to resulting Agreement. AWARDED BIDDER shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Agreement. All books, records, and accounts of SHERIFF shall be kept in written form, or in a form capable of conversion into written form within a reasonable time and, upon request to do so, AWARDED BIDDER shall make same available at no cost to SHERIFF in written form. SHERIFF’S reasonable expenses and professional fees incurred by SHERIFF related to such an audit shall be reimbursed by AWARDED BIDDER if said audit reflects a variance in payments due SHERIFF that is deficient greater than 5% of the sums due SHERIFF under this Agreement.

AWARDED BIDDER shall preserve and make available, at reasonable times for examination and audit by SHERIFF, all financial records, supporting documents, statistical records, and any other documents pertinent to resulting Agreement for the required retention period of the Florida Public Records Act (Chapter 119, Fla. Stat.), if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3) years after termination of Agreement. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by SHERIFF to be applicable to AWARDED BIDDER's records, AWARDED BIDDER shall comply with all requirements thereof; however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by AWARDED BIDDER. Any material entry that is incomplete or incorrect in such books, records, and accounts shall be a basis for SHERIFF's disallowance and recovery of any payment upon such entry.

33. Federal System for Award Management (SAM) Database: AWARDED BIDDER acknowledges that for formal solicitations where funding, in whole or in part, is through a federal grant:

33.1 By submission of a Bid, the AWARDED BIDDER acknowledges the requirement that a prospective awardee shall be registered in the SAM database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement…