RFP PROCEDURES AND GENERAL TERMS AND CONDITIONS

Pursuant to the Broward Sheriff's Office Procurement Standard Operating Procedures, the Broward Sheriff's Office (BSO) invites qualified proposers (PROPOSER(S) to submit Proposals and Statements of Qualifications and Experience for consideration to provide services and/or products on this solicitation.

The General Terms and Conditions below in Section Two shall form the basis of a contract with the awarded proposer (AWARDED PROPOSER) along with the RFP (including attachments) and the Proposal submitted by the AWARDED PROPOSER (including attachments) unless agreed to in writing by BSO (The aforementioned documents may be collectively referred to herein as “Contract” or “Agreement”). BSO reserves the right to negotiate with the AWARDED PROPOSER any additional terms and conditions via a more formal written agreement, in its sole judgment.

SECTION ONE

RFP PROCEDURES

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

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

1.3. Bonfire will not allow PROPOSERS to respond after the closing of the RFP as specified. Late responses to the RFP will not be accepted.

1.4. Cost of Preparing/Submitting RFP/Demonstrations/Samples, Etc.: All cost(s) related to the preparation and submission of the RFP and demonstrations/samples, etc., if applicable, shall be borne by the PROPOSER.

1.5. Confidential & Proprietary: BSO 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 RFP 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 Evaluation Committee (EC) and/or Technical Committee (TC) [collectively referred to as Committee(s)] as the Committee(s) will be unable to discuss details of the confidential material at public EC 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. PROPOSER agrees 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 PROPOSER and BSO refuses to release the same pursuant to a Florida Public Records Request based upon PROPOSER’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 PROPOSER should a public records request the same.

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

1.6 Evaluation Method and Criteria: It is anticipated, but not required, that the RFP process will proceed in the following manner: Proposals will be evaluated in accordance with weighted criteria stated in the RFP. These weighted criteria are provided to assist the PROPOSERS in the allocation of their time and efforts during the submission process. The criteria also guides the Evaluation Committee (EC) for scoring of Proposals by establishing a general framework with whom to begin negotiation of an agreement(s) for this project. Technical staff participation serves purely in an information gathering capacity unless additional authority is delegated by the EC.

1.7 Cone of Silence: This project is under a “Cone of Silence” starting with the issue date of this RFP 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.

1.8 Acknowledgement/Request for Information and/or Clarification(s):

1.8.1. 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 contradictions or reflect omissions, or has any question concerning the conditions and specifications, the PROPOSER shall submit a question for interpretation or clarification. BSO requires all questions relating to the solicitation be entered through the "Public Q&A" section of the Bonfire portal by clicking the "Ask a Question" button. Responses to the questions will be provided online through Bonfire’s “Public Q&A" section. Such request must be received by the Question Deadline stated on Bonfire. Interpretations or clarifications in response to such questions will be issued through Bonfire’s “Public Q&A" section. No change(s) or interpretations(s) shall be considered binding unless provided in writing in the form of an Addendum or in the "Public Notices" section or in the “Public Q&A” section.

1.8.2. At its sole discretion, BSO may answer such inquiries by means of the “Public Q&A” tab or an addendum. In the event that an inquiry is made in which the explanation or clarification requires a substantial change to the specifications, a formal Addendum will be issued in the "Public Notices" section on the Bonfire portal. If any addendum is issued, it shall be the responsibility of each PROPOSER, prior to submitting their response, to visit https://browardsheriff.bonfirehub.com/ to determine if addenda were issued and to make such addenda a part of their Proposal.

1.8.3. Addenda Acknowledgement: The PROPOSER shall be required to acknowledge receipt of any formal addenda by electronic acceptance thru Bonfire’s “Requested Information”. Failure to accept a formal addendum in its Proposal shall deem it non-responsive; provided, however, that BSO may waive this requirement in its best interest.

1.9 Mandatory/Non-Mandatory Pre-Proposal Meeting and Site Visit Requirements: See the "Important Events" section in Bonfire and the "Description" section in Bonfire for Mandatory/Non-Mandatory Pre-Proposal meeting and Site Visit requirements.

1.10 Review of Proposals: Each PROPOSER should submit documents that provide evidence of capability to provide the services and/or products required for this project. BSO, at its sole discretion will determine the responsiveness of a Proposal. Any non-responsive Proposal will be eliminated from further consideration. BSO reserves the right to accept or reject any or all Proposals, and/or waive irregularities and technicalities. BSO further reserves the right to take any other action that may be necessary or in the best interest of BSO; in proposals received; to request additional information, to exercise its discretion and to apply its judgment in all matters pertaining to the RFP. BSO further reserves the right to reject any or all proposals, with or without cause, to waive technical errors and informalities or to accept or reject any and all proposals, in whole or in part, which in its judgment, best serves BSO. BSO further reserves the right to cancel this RFP and re-solicit if determined to be in its’ best interest. BSO’s decision(s) in dispute resolution(s) will be final.

1.10.1 BSO, in its sole discretion, may shortlist and request oral presentations from each of the shortlisted PROPOSERS. If presentations/interviews are deemed necessary by the EC, each short listed PROPOSER will be contacted to advise of the date and time for presentations/interviews. PROPOSERS are cautioned that their submittal should be as complete as possible in the event that oral interviews are deemed not necessary.

1.10.2 PROPOSERS are encouraged to offer concepts that are cost effective and will provide superior service while affording maximum benefit to BSO. BSO will not consider oral/written communications after the due date of the RFP, except as otherwise set forth within this solicitation.

1.10.3 Presentations/Interviews: The EC may provide a list of subject matters that must be discussed in the PROPOSER’s presentation. Each short listed PROPOSER will be given equal time to make presentations, but the question-and-answer time may vary. In accordance with Florida Statute 286.0113, vendors’ oral presentations are exempt from public meetings requirements. Protecting such meetings ensures that the process of responding to a competitive solicitation remains fair and equitable for vendors. The recommendation to begin negotiations with the selected PROPOSER will be made by the EC and submitted for approval to the appropriate BSO authorities. Selection of PROPOSER(s) is contingent upon the parties negotiating and executing a mutually acceptable agreement.

1.11.4 NOTICE OF INTENT TO AWARD: After the successful Proposal is selected, a notice of award will be posted on Bonfire. An email is sent to the Awarded Proposer to provide them with notice that they are required to execute a contract with BSO substantially in the format contained in the solicitation documents and provide any required proof of insurance within a specified number of days after the notice of award.

1.11.5.2 Ordering: BSO reserves the right to purchase units specified herein through contracts established by other governmental agencies or through separate procurement actions due to unique or special needs. If an urgent delivery is required, within a shorter period than the delivery time specified in the Contract and if the AWARDED PROPOSER is unable to comply therewith, BSO reserves the right to claim such delivery from others without penalty or prejudice to BSO or to the AWARDED PROPOSER.

1.12 REJECTION OF ALL PROPOSALS AND RE-SOLICITATION: On occasion, a decision may be made to reject all proposals received. Reasons might include: none of the responses met the specifications, the prices received were not reasonable or exceeded the budgeted amount, or competition was insufficient (e.g. few, if any, competitive proposals were received). Notice will be provided whenever a decision is made to reject all proposals. In this case, the Purchasing Agent will notify all Proposers, electronically through Bonfire, that responded to the solicitation. The solicitation process may be repeated or canceled altogether. Repeating the solicitation process is justified when in the best interest of BSO.

1.13 BSO reserves the right to extend the same or similar services/products offered by AWARDED PROPOSER to other BSO departments, at the discretion of BSO Purchasing Bureau Director.

1.14 Solicitation/Award Protest Procedure: BSO’s Protest Procedure is located on our website: http://www.sheriff.org , (Use search box in Upper Right of Screen and type in Protest - click on Protest Procedure).

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

SECTION TWO

GENERAL TERMS AND CONDITIONS

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

2.1.1 Keep and maintain public records required by BSO to perform the services/products contracted for in this Agreement.

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

2.1.3 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 PROPOSER does not transfer the records to BSO.

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

2.1.5 All public records stored electronically by the AWARDED PROPOSER pertaining to the services/products contracted for in this Agreement must be provided to BSO), upon request from the BSO, or BSO)’s designee or BSO’s custodian of records, designee, in a format that is compatible with the information technology systems of BSO.

In the event AWARDED PROPOSER receives a public records request related to this Agreement and the services/products provided hereunder, AWARDED PROPOSER shall promptly forward the same to BSO for BSO’S records.

IF THE AWARDED PROPOSER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE AWARDED PROPOSER’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’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.

2.2.2 In the event no exceptions are included on the Agreement Exception Form, 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 Form 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.

2.3. Assignment: AWARDED PROPOSER may not assign its rights and/or obligations without the prior written approval of BSO which may not be unreasonably withheld.

2.4. Subcontractors/Independent Contractors: AWARDED PROPOSER may utilize sub-contractors or independent contractors to fulfill the terms of any resulting agreement provided:

2.4.1. Written approval by BSO, and

2.5. Community Betterment: BSO 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. AWARDED PROPOSERS are encouraged to partner with BSO 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.

2.6. 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.

2.7. Agent/Brokers: BSO expects to deal directly with representatives of the AWARDED PROPOSER submitting and signing the RFP Proposal, and having authority to bind the AWARDED PROPOSER.

2.8 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.

2.9 Indemnification:

AWARDED PROPOSER shall indemnify, hold harmless and defend the BSO, 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 AWARDED PROPOSER or its Staff. BSO 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 BSO’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.

2.10 Right to Seek Substitute Performance:

If the AWARDED PROPOSER, 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 BSO to commence and continue correction of such default or neglect with diligence and promptness, BSO may, without prejudice to other remedies BSO may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due AWARDED PROPOSER the reasonable cost of correcting such deficiencies, including BSO's expenses and compensation for any additional services/products, 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, BSO has a right to claim an anticipatory breach of the Contract by AWARDED PROPOSER and can demand assurance of performance at any time and if said assurance of performance from AWARDED PROPOSER is inadequate, BSO at its sole discretion may immediately impose the remedy of substitute performance described herein without tendering any further notices to AWARDED PROPOSER.

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

2.11 Deficiencies in performance based on AWARDED PROPOSER’s failure to maintain required services/products will result in liquidated damages.

2.12 Audit:

BSO 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 BSO 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 BSO in written form. BSO’S reasonable expenses and professional fees incurred by BSO related to such an audit shall be reimbursed by AWARDED PROPOSER if said audit reflects a variance in payments due BSO that is deficient greater than 5% of the sums due BSO under this Agreement.

AWARDED PROPOSER shall preserve and make available, at reasonable times for examination and audit by BSO, 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 BSO 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 BSO's disallowance and recovery of any payment upon such entry.

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

2.13.1.2 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

2.13.1.3 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.

2.13.2 Verification of Employment Eligibility

2.13.2.1 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

2.13.2.2 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).

2.13.2.3 The AWARDED PROPOSER certifies that:

2.13.2.3.1. 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.

2.13.2.3.2 The AWARDED PROPOSER and its Subcontractors are registered with and using the E-Verify system to verify the work authorization status of newly hired employees.

2.13.2.3.3 The AWARDED PROPOSER will not enter into a contract with any Subcontractor unless each party to the contract registers with and uses the E-Verify system.

2.13.2.3.4 The Subcontractor will provide the AWARDED PROPOSER with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with unauthorized alien.

2.13.2.3.5 The AWARDED PROPOSER must maintain a copy of such affidavit.

2.13.2.3.6 The Broward Sheriff’s Office may terminate this Agreement on the good faith belief that the AWARDED PROPOSER or its Subcontractors knowingly violated Florida Statutes 448.09(1) or 448.095(2)(c).

2.13.2.3.7 If this Agreement is terminated pursuant to Florida Statute 448.095(2)(c), the AWARDED PROPOSER may not be awarded a public contract for at least 1 year after the date on which this Agreement was terminated.

2.13.2.3.8 The AWARDED PROPOSER is liable for any additional cost incurred by the Broward Sheriff’s Office as a result of the termination of this Agreement.

2.13.3 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.

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

2.14.1 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.

2.14.2 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.

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

2.15 Test Period: The following Test Period provisions apply to all RFPs where BSO chooses, at any time throughout the RFP process, to have a test period. In the event the RFP 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).

2.15.1 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 RFP, and to BSO's satisfaction, in its sole and absolute discretion. Such test period can be from thirty (30) to ninety (90) days and will be conducted under all specifications, terms and conditions contained in the RFP. If accepted by BSO, this trial period will then become part of the initial term as specified in the RFP.

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).

2.15.2 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 RFP specifications and to BSO’s satisfaction, in its sole and absolute discretion. Such test period can be from thirty (30) to ninety (90) days and will be conducted under all specifications, terms and conditions contained in the RFP. If accepted by BSO, this trial period will then become part of the initial term as specified in the RFP.

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).

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

2.17 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.

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

2.18.1 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.

2.18.2 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.

2.18.3 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.

2.18.4 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…