6-GENERAL TERMS AND COND. (RLI) 12.9.24.docx

GENERAL TERMS AND CONDITIONS

Pursuant to the Broward Sheriff's Office Procurement Standard Operating Procedures, the Broward Sheriff's Office invites qualified Proposers to submit Letters of Interest and Statements of Qualifications and Experience for consideration for this solicitation.

SECTION ONE – GENERAL

1.1. Proposals must be submitted electronically at https://browardsheriff.bonfirehub.com/ on or before the specified time and date on the BID document.

1.2. The vendor must provide their pricing, if applicable, through the designated line items listed on the Bonfire website and complete and/or upload all the required documents included in the solicitation.

1.3. Bonfire will not allow vendors to respond after the closing of the bid as specified. Late bids will not be accepted.

1.4. COST OF PREPARING/SUBMITTING RLI/ORAL PRESENTATION, ETC.: All cost(s) related to the preparation and submission of the RLI and oral presentations shall be borne by the Proposer.

1.5. CONFIDENTIAL & PROPRIETARY: Broward Sheriff's Office is subject to Chapter 119, Florida Statutes, the “Public Records Law.” No claim of confidentiality or proprietary information in all or any portion of a response to the RLI will be honored unless a specific exemption from the Public Records Law exists and the specific statutory exemption cited in your Proposal. An incorrectly claimed exemption does not disqualify the Proposer, only the exemption claimed.

Proposers should be aware that submitting confidential material may impact discussion of your submittal by the Selection Committee (S-C) and/or Technical Committee (T-C) as the Committee(s) will be unable to discuss details of the confidential material at public S-C meeting(s). Please note that the financial statement exemption provided for in Section 119.071(1) c, Florida Statutes only applies to submittals in response to a solicitation for a "public works" project.

Any documents considered by Proposer to be confidential or proprietary under Florida Statute must be marked accordingly and submitted separately. BSO will not be responsible for delineating documents considered by Proposer to be confidential or proprietary.

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

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

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

(b) 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.

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

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

(e) All public records stored electronically by the CONTRACTOR 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 CONTRACTOR receives a public records request related to this Agreement and the services provided hereunder, CONTRACTOR shall promptly forward the same to SHERIFF for SHERIFF’S records.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: ERIN FOLEY, 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.

1.7 AGREEMENT PROVISIONS:

1.7.1 Awarded Proposer agrees that any and all agreements resulting from this process will be governed by the laws of the State of Florida, and the venue for any legal action will be Broward County, Florida. Awarded Proposer shall meet all State and Federal certification requirements, and any other applicable laws, codes, rules, regulations and standards throughout the life of the Contract.

1.7.2 In the event no exceptions are included on the Agreement Exception Questionnaire, then Awarded Proposer agrees to the terms and conditions found within the attached Sample Agreement. In the event exceptions are included on the Agreement Exception Questionnaire by the Awarded Proposer, then BSO reserves the right, in its sole and absolute discretion, to accept or reject any or all of the proposed changes and if the parties cannot come to an agreement, BSO can proceed to negotiate with the next ranked Vendor per the Solicitation or cancel the Solicitation, whichever is in the best interests of BSO. Additionally, BSO reserves the right, at any time, to add, modify and delete any of the terms and conditions provided in the Sample Agreement subject to Awarded Proposer’s agreement. In the event Awarded Proposer does not agree, BSO can either agree or proceed to negotiate with the next ranked Vendor per the Solicitation or cancel the Solicitation, whichever is in the best interests of BSO.

1.8 ASSIGNMENT: Proposer may not assign its rights and/or obligations without the prior written approval of the SHERIFF which may not be unreasonably withheld.

1.9 SUBCONTRACTORS/INDEPENDENT CONTRACTORS: Proposer may utilize sub-contractors or independent contractors to fulfill the terms of any resulting agreement provided:

1.10 COMMUNITY BETTERMENT: The Broward Sheriff's Office is committed to increasing participation of small businesses in Broward County projects as both prime contractors and subcontractors and to spurring economic development and stimulate small business growth through its partnership with Broward County. Proposers are encouraged to partner with the Broward Sheriff’s Office in reinvestment efforts in the local community by obtaining certification as a County Business Enterprise (CBE) and/or a Small Business Enterprise (SBE) from Broward County.

1.11. NON-DISCRIMINATION: Proposer shall not discriminate against any client, employee or applicant for employment because of race, age, color, religion, sex, sexual orientation, sexual preference, national origin, physical or mental disability, marital status or medical status. Proposer shall comply with all applicable sections of the Americans with Disabilities Act. The Proposer agrees that compliance with this Article constitutes a material condition to this Contract, and that it is binding upon the Proposer, its successors, transferees, and assignees for the period during which services are provided. The Proposer further agrees to ensure that its independent contractors/subcontractors are not in violation of the terms of this Section.

1.12. AGENT/BROKERS: The Broward Sheriff’s Office expects to deal directly with representatives of the Proposer submitting and signing the RLI proposal, and having authority to bind the Proposer.

1.13 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, if applicable:

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.

1.14 INDEMNIFICATION:

Contractor shall indemnify, hold harmless and defend the SHERIFF, its officers, employees, agents, servants, designees, attorneys, and legal representatives against any claims, demands, causes of action, lawsuits, liabilities, costs, and expenditures of any kind, including attorney’s fees, resulting, either directly or indirectly, from the acts, actions, omissions, negligence, or willful misconduct of CONTRACTOR or its Staff. The SHERIFF reserves the right to select defense counsel.

Nothing in the resulting Agreement is intended nor shall it be construed or interpreted to waive or modify the SHERIFF’s immunities and limitations on liability provided for in Florida Statutes section 768.28 as now worded or as may hereafter be amended from time to time.

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

PLEASE NOTE: Additional Insurance Requirements may be required by BSO’s Risk Management and if so will be incorporated into the terms and conditions of the Agreement.

1.15 RIGHT TO SEEK SUBSTITUTE PERFORMANCE:

If the Vendor/Contractor, or its sub-contractors (if any), defaults or neglects to carry out the work in accordance with the solicitation and/or Contract Documents and fails within a ten (10) day period after receipt of written notice from the Broward Sheriff’s Office to commence and continue correction of such default or neglect with diligence and promptness, the Broward Sheriff’s Office may, without prejudice to other remedies the Broward Sheriff's Office may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due Vendor/Contractor the reasonable cost of correcting such deficiencies, including the Broward Sheriff's Office's expenses and compensation for any additional services, made necessary by such default, neglect or failure. Notwithstanding the foregoing or any other provision within the solicitation and/or Contract Document to the contrary, the Broward Sheriff's Office has a right to claim an anticipatory breach of the contract by Vendor/Contractor and can demand assurance of performance at any time and if said assurance of performance from Vendor/Contractor is inadequate, the Broward Sheriff's Office at its sole discretion may immediately impose the remedy of substitute performance described herein without tendering any further notices to Vendor/Contractor.

Any and all subcontractors utilized are subject to the same background checks and other requirements as the employees of the Awarded Proposer.

1.16 Deficiencies in performance based on Awarded Proposer’s failure to maintain required services will result in liquidated damages.

1.17 AUDIT

SHERIFF shall have the right to audit the books, records, and accounts of Awarded Proposer that are related to resulting Agreement. Awarded Proposer 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 Proposer 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 Proposer 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 Proposer 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 Proposer's records, Awarded Proposer shall comply with all requirements thereof; however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by Awarded Proposer. 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.

1.18. Scrutinized Company Policies and Procedures: A company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with an agency or local governmental entity for goods or services of One Million Dollars ($1,000,000.00) or more if at the time of bidding or submitting a proposal for a new contract or renewal of an existing contract, the company:

1.18.3 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 Dollars ($1,000,000.00) 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.

1.19 Verification of Employment Eligibility:

1.19.1 In accordance with, §448.095, Florida Statutes, Awarded Proposer 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 Agreement and shall expressly require any subcontractors performing work or providing services pursuant to this Agreement 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 Agreement. If Awarded Proposer enters into a contract with a subcontractor performing work or providing services on its behalf, Awarded Proposer 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.

1.19.2 Every Awarded Proposer 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 an Agreement, and the Sheriff/BSO may choose to terminate the Agreement at any time at its sole discretion. Awarded Proposer 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).

1.19.3 The Awarded Proposer certifies that:

1.19.3.1. The Awarded Proposer 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.

1.20 Foreign Influence:

Awarded Proposer 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.

1.21. Federal System for Award Management (SAM) database: For formal solicitations where funding, in whole or in part, is through a federal grant:

1.21.1 By submission of an offer, the offeror 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 resulting from this solicitation.

1.21.2 The offeror should provide in its response their Unique Entity ID number that identifies the offeror’s name and address exactly as stated in the offer. The Unique Entity ID number will be used to verify that the offeror is registered in the SAM database.

1.21.3 No award will be made to an offeror listed on the SAM Excluded list.

1.22 Test Period: The following Test Period provisions apply to all RLIs. In the event the RLI is for the procurement of both service(s) and product(s), the service(s) and product(s) offered by Vendor must both be accepted by the Broward Sheriff’s Office (BSO.)

Test Period - Services

BSO reserves the right to require a test period to determine if the Vendor can perform services in accordance with the requirements of the RLI, and to BSO's satisfaction, in its sole and absolute discretion. Such test period can be from thirty to ninety days and will be conducted under all specifications, terms and conditions contained in the RLI. If accepted by BSO, this trial period will then become part of the initial term as specified in the RLI.

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 Vendor or to select another Vendor (if applicable).

Test Period - Product

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

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 Vendor or to select another Vendor (if applicable).

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

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

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

1.23.3 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.

1.23.4 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 Proposer with thirty (30) days written notice of termination.

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

1.23.5.1 Awarded Proposer's violation of the Public Records Act;

1.23.5.2 The insolvency, bankruptcy or receivership of Awarded Proposer;

1.23.5.3 Awarded Proposer’s violation or non-compliance with NON-DISCRIMINATION Section of these terms and conditions; or

1.23.5.4 Awarded Proposer fails to maintain insurance in accordance with the INSURANCE Section of these terms and conditions.

1.23.5.5 Awarded Proposer submits a false certification as provided in Sections 1.18 through 1.20 above.

Neither the expected termination nor the expiration of the Agreement shall relieve Awarded Proposer, its employees and independent contractors from their contractual duty and ethical obligation to provide or arrange for services/products until the date of termination.

Notwithstanding any other provisions of these terms and conditions, the Awarded Proposer’s duty.to indemnify and defend BSO as set forth in these terms and conditions shall survive the termination or expiration of the Agreement.

1.24 Non-Discrimination: Awarded Proposer shall not discriminate against any client, employee or applicant for employment because of race, age, color, religion, sex, sexual orientation, sexual preference, national origin, physical or mental disability, marital status or medical status. Awarded Proposer shall comply with all applicable sections of the Americans with Disabilities Act. The Awarded Proposer agrees that compliance with this Article constitutes a material condition to this Contract, and that it is binding upon the Awarded Proposer, its successors, transferees, and assignees for the period during which services/products are provided. The Awarded Proposer further agrees to ensure that its independent contractors/subcontractors are not in violation of the terms of this Section.

1.25 CALEA Standards & Criminal Justice Information Services Standards

1.25.1 If the Awarded Proposer is providing computer or telecommunication services that stores, transmits or copies (or facilitates any of the forgoing) data originating from BSO and/or Awarded Proposer is providing services offered by the Awarded Proposer interfaces with, or Awarded Proposer needs access to, any of the BSO’S Criminal Justice Information Systems (“CJIS”) which contain Criminal Justice Information (“CJI”) (as defined by the Federal Bureau of Investigations (“FBI”) and the Florida Department of Law Enforcement (“FDLE”) and includes but not limited to any notations or other written or electronic evidence of an arrest, detention, complaint, indictment, information or other formal criminal charge relating to an identifiable person that includes identifying information regarding the individual as well as the disposition of any charges) then the following provisions apply to this Agreement:

1.25.2Ownership of all data originating from BSO and sent to, or hosted by, the Awarded Proposer remains the BSO’S exclusive property. To the extent that the Awarded Proposer needs access to such data to deliver the services contemplated within the parties’ Agreement, the Awarded Proposer is allowed such limited access and limited use. Upon expiration of this Agreement for any reason, said limited access to the data shall expire and Awarded Proposer shall provide BSO copies of all data hosted and/or stored by Awarded Proposer under this Agreement in a commercially accepted downloadable format (for example, XLM format and WORD format) or allow BSO access to such data for downloading up to ninety (90) days after the termination of this Agreement without any additional cost or expense.

1.25.10 If the services rendered by Awarded Proposer under this Agreement is in noncompliance with any FBI or FDLE regulations pertaining to the accessing, storing, transmitting or handling CJI, as updated and modified from time to time by FBI and/or FDLE, then Awarded Proposer shall take all necessary action to bring its services into compliance as soon as possible. BSO reserves the right to deny physical and/or logical access to a contractor that is deemed to be in noncompliance with these provisions. This is a material term of the Agreement and if such noncompliance is not timely remedied by Awarded Proposer, BSO may terminate the Agreement and Awarded Proposer shall allow BSO the ability to recapture BSO’S data as more fully described herein and Awarded Proposer shall facilitate BSO’S efforts in recovering said data from Awarded Proposer’s systems.

SECTION TWO

RLI PROCEDURES

2.1 SELECTION/NEGOTIATION PROCESS: It is anticipated, but not required, that the RLI process will proceed in the following manner: A Selection Committee (SC) will be responsible for recommending the most qualified Proposer(s) with whom to begin negotiation of an agreement(s) for this project or to recommend rejection of all proposals or portions of proposal(s). Technical staff participation serves purely in an information gathering capacity unless additional authority is delegated by the SC.

2.2 CONE OF SILENCE: This project is under a “Cone of Silence” starting with the issue date of this RLI through contract signing. Any violation of this provision may result in the associated Proposer being removed from consideration at BSO’s sole discretion. A complete definition of the Cone of Silence is found on the website at:

http://www.sheriff.org (Use search box in Upper Right of Screen and type in Lobbyist) - click on “Purchasing Bureau” to access the Lobbyist Policy.

2.3. ACKNOWLEDGEMENT/REQUEST FOR INFORMATION AND/OR CLARIFICATION(S):

2.3.1. If the Proposer is in doubt as to the meaning of any of the Proposal Documents, is of the opinion that the Conditions and Specifications contain errors or…