Attachment A - Sample Contract for Services.pdf

[Company Name] [Project Name]

CONTRACT FOR ___________________ SERVICES

BETWEEN

SEMINOLE TRIBE OF FLORIDA

AND

THIS IS A CONTRACT FOR ________________________________ SERVICES (“Contract”) between SEMINOLE TRIBE OF FLORIDA, a federally recognized Indian Tribe under 25 U.S.C. §5123 (“OWNER”) and __________________________, a _________________________ (“CONSULTANT”) effective as of the last date shown on the signature page for a project known as _______________________________ (“Project”), located at the _________________ SEMINOLE

INDIAN RESERVATION.

RECITALS

A. CONSULTANT is an independent contractor willing to provide ________________ services to OWNER under the terms and conditions and for the period contemplated by this Contract.

B. CONSULTANT specializes in providing __________________________ to the public, and has the professional background, skill, and qualifications, as well as the technical expertise necessary to provide the professional services required by OWNER for the Project.

TERMS AND CONDITIONS

THEREFORE, for an in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby understand, acknowledge, and agree as follows:

ARTICLE 1

THE SERVICES

1.1 CONSULTANT shall provide all material, equipment, professional services, and any other items necessary to fully complete all elements of the services as stated in the requirements of OWNER as specified herein, including any attachments and/or exhibits (the “Services”). As part of the Services, CONSULTANT shall, at its own expense, secure all licenses, furnish all labor, material, equipment, and personnel necessary for the full and diligent prosecution thereof, all in compliance with applicable statutes, ordinances, codes, and regulations and in a manner consistent with industry standards and in strict accordance with the requirements of OWNER. CONSULTANT represents that it and any subcontractors used by CONSULTANT are fully licensed in the State of Florida to perform the Services required by this Contract.

1.2 CONSULTANT represents that it is experienced in construction inspection, construction documents, and in construction administration and project management, for projects of a similar size, use and scope as the Project and is properly licensed to perform the Services. CONSULTANT shall perform its duties in conjunction and harmony with OWNER’s representative, other engineers, contractors, and consultants selected by OWNER for the design and/or construction of the Project, or any related or adjacent services. In no case shall CONSULTANT provide Services for the Project that fail to satisfy the terms and conditions of this Contract or provide Services that do not meet or exceed the standard of care for provision of services for like projects and professionals with experience on such projects (the “Standard of Professional Care”).

SAMPLE

ATTACHMENT A

[Project Name]

CIS v.230725

1.3 CONSULTANT warrants and represents that it is familiar with the physical characteristics of the site of the Project and has familiarized itself with existing conditions at such site and the character of the operations to be carried on under the Contract and that it fully understands the facilities, difficulties, and restrictions attendant to the execution of the Services under this Contract. CONSULTANT further acknowledges that it is familiar with the requirements of the various governmental agencies, departments and bureaus having jurisdiction, and from its own investigations has satisfied itself as to the nature and location of the Services, the general and local conditions, and all matters which may in any way affect or may affect the Services or its performance. It is acknowledged by both parties that CONSULTANT’s scope of services does not include any services related to a hazardous environmental condition. In the event CONSULTANT or any other individual or entity encounters a hazardous environmental condition, CONSULTANT may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until OWNER: (i) retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the hazardous environmental condition; and (ii) warrants that the Project site is in full compliance with applicable environmental laws and regulations. As used herein, a “hazardous environmental condition” means the presence at the Project site of asbestos, polychlorinated biphenyls, petroleum, hazardous waste or radioactive materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto in connection with provision of the Services or construction activity to be conducted on the site.

1.4 CONSULTANT shall advise OWNER of any additional information or testing that it may need in order to perform its services. If CONSULTANT does not advise OWNER of the need for additional information, it shall be presumed that CONSULTANT has all information necessary for it to perform its Services.

1.5 CONSULTANT shall be responsible for supervision, coordination of its contractors or subcontractors, and all actions reasonably required to complete the Services even if not specifically shown or referred to in the attachments, but which can be reasonably inferred therefrom. [OPTIONAL Project management services, if any, shall only be provided by CONSULTANT, notwithstanding anything elsewhere expressly stated or implied by other provisions of this Contract.]

1.6 The timely performance by CONSULTANT of the Services shall be of the essence of this Contract. CONSULTANT shall complete its design work within the time period specified in the Schedule attached hereto as Exhibit B.

1.7 CONSULTANT’s retention of contractors or subcontractors shall not diminish or reduce its obligations and duties under this Contract or under law. The cost for the consultants is included in the Basic Services Fee as outlined in Paragraph 2.1 of this Contract. OWNER shall not be liable for any additional costs or expenses relating to performances of Services by a contractor or subcontractor.

CONSULTANT shall furnish OWNER with a copy of all contractors or subcontractors’ proposals and any modifications thereto that address fee and/or scope. OWNER reserves the right to approve all contractors or subcontractors before CONSULTANT retains them and to limit the scope of the work that may be performed by subcontractors rather than CONSULTANT. Notwithstanding the foregoing, OWNER reserves the right, in its sole discretion, to directly retain one or more professional consultants, at OWNER’s sole expense; provided, however, that CONSULTANT shall not be responsible for the nonperformance of any consultant directly retained by OWNER to perform services that are not among the Services provided by CONSULTANT, so long as CONSULTANT cooperates and coordinates its Services with that of OWNER’s consultant, and the nonperformance by OWNER’s consultant is not caused by CONSULTANT.

1.8 CONSULTANT shall be responsible for the technical accuracy of its Services and documents resulting therefrom, and OWNER shall not be responsible for discovering deficiencies therein.

[Project Name]

CIS v.230725

CONSULTANT shall correct such deficiencies without additional compensation, except to the extent such action is directly attributable to deficiencies in OWNER-furnished information.

1.9 CONSULTANT acknowledges that if historic properties, archeological resources, human remains, or other cultural items not previously reported to CONSULTANT are encountered during any activity associated with this Contract, all activity in the immediate vicinity of the historic properties, archeological resources, human remains, or other cultural items will cease and CONSULTANT will contact the Land Use Coordinator at (954) 966-6300 extension 11103 and the Tribal Historic Preservation Office at (863) 983-6549 extension 12262 to determine how to proceed and appropriate disposition of the same.

ARTICLE 2

COMPENSATION

2.1 OWNER shall compensate CONSULTANT for the Services a sum not-to-exceed _____________________________________________________________ ($), inclusive of ____________ services for ____________ up to ______________________________________ ($) and allowable reimbursable expenses in the amount of _________________________________________ ($) as detailed on Exhibit C-1, Exhibit C-2, and Exhibit F.

2.2 OWNER shall also pay CONSULTANT for additional services for which OWNER has issued advance written authorization (“Additional Services”) the sums equal to the cost incurred by CONSULTANT subject to prior written approval and acceptance by OWNER. Such Services will be charged pursuant to CONSULTANT’s Standard Rate Schedule shown on Exhibit D.

2.3 If OWNER requires CONSULTANT to materially change the scope of the Project, CONSULTANT shall be entitled to an equitable adjustment to any fixed sum subject to the following conditions:

a. CONSULTANT shall perform no Services in addition to the scope of Services specified in this Contract in the absence of a written change order executed by CONSULTANT and OWNER.

b. To the extent that CONSULTANT receives a written directive which it considers to be outside the scope of Services specified in this Contract and for which it should be entitled to an equitable adjustment, CONSULTANT must give OWNER written notice within five (5) calendar days of the initial directive of its intent to seek additional compensation or an increase in the contract price. The failure to give timely notice of such a claim shall act as a waiver of any entitlement to additional or extra compensation.

2.4 Allowable reimbursable expenses shall be reimbursed by OWNER to CONSULTANT in accordance with the provisions of Exhibit F.

ARTICLE 3

PAYMENT

3.1 As a condition precedent to payment, CONSULTANT must submit an application for payment to OWNER that includes:

a. A certification of Services performed and the percentage value by phase of the completed Services for lump sum payment;

[Project Name]

CIS v.230725

b. A certification of Services performed, including staff names, position, and hourly itemization of services for hourly rate services;

c. A list of all subcontractors and professionals that have furnished or will furnish services under the terms of the Contract (Exhibit G);

d. Waivers of liens for all Services performed by CONSULTANT and all other such persons, firms or corporations performing Services in accordance with this Contract through the date of the application for payment.

Provided that the application for payment complies with the foregoing and approved by OWNER, OWNER shall remit payment to CONSULTANT no later than thirty (30) calendar days after approval of the application.

3.2 As a condition precedent to an application for payment, CONSULTANT must submit a detailed schedule for provision of its Services in accordance with Article 8 below. OWNER shall be under no obligation to pay any amounts under this Contract, until receipt, review and approval of the same.

3.3 OWNER’s obligation is to pay only those amounts properly due for Services properly rendered and Reimbursable Expenses properly incurred and substantiated, in accordance with the terms of this Contract. Nothing in this Contract, however, shall be construed to require OWNER’s payment of Basic Services Fees other than as prescribed in Paragraph 2.1 above, or to require OWNER’s payment of Basic Services Fees that, in OWNER’s reasonable judgment, exceed the percentage of services performed, by discipline, up to the date of the monthly invoice for Services. Should OWNER determine that there are insufficient amounts left unpaid in Basic Services Fees to fund a draw request, considering the remaining work to be done, OWNER will advise CONSULTANT in writing prior to declining payment on that basis.

Basic Services Fees invoiced shall be calculated proportionally to the progress made by the respective individual professional consulting engineers and other consultants.

3.4 Final payment shall not be made until all of the Services have been completed as required herein and all of following conditions have been satisfied:

a. CONSULTANT has completed all of the Services and other obligations in accordance with all of the terms herein, this Contract has been terminated without cause by OWNER, this Contract has been terminated with cause or CONSULTANT is otherwise entitled to final payment under the terms of this Contract;

b. CONSULTANT has submitted a final invoice for Services in a form and with a content that is reasonably satisfactory to OWNER; and

c. CONSULTANT has submitted any required certificates.

Payments shall be made based upon the value of services completed. If the prices are shown by phases, the price of each phase shall be multiplied by the percentage of Services completed for each phase or by the method of payment indicated in Exhibit C-1.

3.5 Payments made to CONSULTANT are received by it in trust to be applied first to the amount owing to any person who has performed labor or furnished materials to CONSULTANT for the performance and Services under this Contract and before CONSULTANT shall use any monies received for any other purposes.

[Project Name]

CIS v.230725

3.6 Acceptance of final payment by CONSULTANT operates as a release to OWNER of all claims and liability to CONSULTANT for all Services performed by CONSULTANT.

3.7 No payment made hereunder shall operate as an admission on the part of OWNER that this Contract, or any part hereof, has been complied with, or preclude any action for damages against CONSULTANT should this Contract not be faithfully executed in every respect.

3.8 CONSULTANT shall retain all records and data to support billing and reimbursables for the Project for a period of at least five (5) years from the date of final payment under this Contract. At all times material to this Contract and the Services provided or to be provided hereunder, CONSULTANT acknowledges and agrees that OWNER shall have reasonable access to and the right to audit, copy and inspect all records pertaining to this Contract at all mutually agreeable times during the course of the Services provided or to be provided under this Contract and for the five (5) year period thereafter. In the event that a mutually convenient time cannot be established for OWNER’s inspection and audit of CONSULTANT’s records pertaining to this Contract and the Services to be provided hereunder, CONSULTANT acknowledges and agrees that OWNER shall be entitled to conduct such audit and inspection upon three (3) prior business days’ notice provided in writing by OWNER to CONSULTANT.

The right to access, inspect, copy, and audit such records shall extend for such duration as the records are maintained and are in existence. CONSULTANT acknowledge and agrees that CONSULTANT will notify OWNER thirty (30) calendar days prior to the date on which CONSULTANT intends to destroy or otherwise dispose of the records contemplated by this paragraph.

ARTICLE 4

INDEMNITY AND INSURANCE

4.1 CONSULTANT shall purchase and maintain errors and omissions insurance coverage and/or other insurance as specified in Exhibit E by carriers licensed to do business in the State of Florida.

The errors and omissions insurance shall provide coverage for any negligence or any liability arising from CONSULTANT’s errors, omissions, or negligent acts. CONSULTANT shall provide evidence that such insurance shall include “tail coverage” or otherwise remain in force for the applicable statute of limitations period for such Project. CONSULTANT shall notify OWNER thirty (30) calendar days prior to any material change or cancellation of such insurance. Such insurance shall provide coverage not less than the limits specified in Exhibit E. At any time, OWNER may request that CONSULTANT, at OWNER’s sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit E. If so requested and if commercially available, CONSULTANT shall obtain, and shall require CONSULTANT’s contractors or subcontractors to obtain such additional insurance coverage, increased limits, or revised deductibles for such periods of time as requested by OWNER, and Exhibit E will be supplemented to incorporate these requirements.

4.2 To the fullest extent permitted by law, CONSULTANT, on behalf of itself and its employees, shall indemnify and hold harmless OWNER for any liability, loss, injury, death, damages, actions, expenses and claims against OWNER or incurred by OWNER arising as the result of the fault, breach of contract, or negligence of CONSULTANT or its subcontractor or subcontractors relating to the Services of CONSULTANT or the design of the Project. Such indemnity shall include reimbursement to OWNER for the amount of all reasonable expenses, including attorney's fees, paid, or incurred for the defense against any suit or claim asserted against OWNER on account of any such damage, injury, death or claim or incurred in the enforcement of the indemnity contained herein. In the event any subcontractor of CONSULTANT, or anyone providing labor, materials, or services on behalf of CONSULTANT or any subcontractor asserts a claim against OWNER for sums paid by OWNER to CONSULTANT, then CONSULTANT shall fully indemnify and defend OWNER and hold OWNER harmless as to that claim, and all costs related thereto, including attorney’s fees.

[Project Name]

CIS v.230725

ARTICLE 5

DEFAULT AND TERMINATION

5.1 In the event (i) CONSULTANT fails to expeditiously perform the Services in accordance with the Standard of Professional Care, or (ii) CONSULTANT, or any employee or agent of CONSULTANT, shall wrongfully file or record a lien against the Project site or any property of OWNER, or (iii) CONSULTANT is declared to be bankrupt or insolvent, or an assignment for the benefit of creditors is made by CONSULTANT, or CONSULTANT shall file a voluntary petition in bankruptcy or insolvency or a receiver shall be appointed for CONSULTANT and such appointment, bankruptcy or insolvency proceeding, petition, declaration or assignment is not set aside within thirty (30) calendar days, or (iv) any representation or certification made by CONSULTANT to OWNER shall prove to be knowingly false or misleading, in any material respect, or (v) CONSULTANT fails in the observance or performance of any covenant, agreement or condition contained in the Contract required to be kept, performed or observed by CONSULTANT, or (vi) there has been a material adverse change in the financial condition of CONSULTANT, or (vii) CONSULTANT violates any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction; then, provided an event as described in subparagraphs (i), (ii), (v) or

(vi) above is not cured within fifteen (15) calendar days after written notice from OWNER to CONSULTANT (no cure period is afforded with respect to the other subparagraphs), OWNER may declare CONSULTANT to be in default hereunder and exercise any remedies available to it under this Contract or under the law.

5.2 In the event OWNER fails in the observance or performance of any material covenant, agreement or condition contained in this Contract required to be kept, performed, or observed by OWNER including that of timely payment then, provided the event as described above is not cured within fifteen

(15) calendar days after written notice from CONSULTANT to OWNER, CONSULTANT may declare Owner to be in default hereunder and exercise any remedies available to it under this Contract but no others.

5.3 If CONSULTANT is in default under the provisions of this Contract pursuant to Paragraph

5.1 hereof, OWNER may, without prejudice to any right or remedy and after giving CONSULTANT any written notice prescribed in Paragraph 5.1 hereof, terminate this Contract and take possession of all plans, specifications, drawings, and other data prepared by CONSULTANT with respect to the Project by whatever reasonable method OWNER may deem expedient. OWNER may pursue any action available to it to obtain relief for damages suffered by reason of defaults, failures, or breaches of CONSULTANT hereunder.

5.4 Should OWNER default in its payment obligations hereunder and should it fail to cure same within the time period provided in Paragraph 5.2 hereof, or in the event OWNER delays or suspends CONSULTANT’s Services for more than ninety (90) calendar days for reasons beyond CONSULTANT’s control, CONSULTANT may terminate this Contract upon fifteen (15) calendar days’ notice to OWNER.

Upon such a termination, CONSULTANT may recover from OWNER payment for the Services performed and the Reimbursable Expenses incurred by CONSULTANT and its subcontractors up to the effective date of such termination based upon a progress-based method of calculation. CONSULTANT agrees to continue to perform its Services, so long as it continues to receive payment from OWNER in accordance with this Contract. OWNER may state that such payment is made under protest and OWNER reserves the right to recover any overpayment in a subsequent action at law or otherwise. In the event of a termination of Services in accordance herewith, CONSULTANT shall have no liability to OWNER for delay or damage caused OWNER because of such termination of Services.

5.5 Upon seven (7) calendar days’ written notice, OWNER shall have the right to cancel and terminate this Contract at any time whether or not a default exists hereunder, and OWNER shall incur no liability to CONSULTANT or any other person by reason of such cancellation except that OWNER shall

[Project Name]

CIS v.230725 pay to CONSULTANT full payment for all Services (including any Services performed by CONSULTANT’s contractors or subcontractors, as well as any Services performed by CONSULTANT itself) fully performed by CONSULTANT up to the date of such termination plus all Reimbursable Expenses incurred based upon a progress-based method of calculation.

5.6 In the event of any termination of this Contract, CONSULTANT shall forthwith deliver to

OWNER all papers, materials and other properties held by CONSULTANT relating to the Project or this Contract for which OWNER is making, or has made, payment. In addition, CONSULTANT will assist OWNER in an orderly termination of this Contract and the transfer of all aspects hereof, tangible and intangible, as may be necessary for the orderly, non-disruptive business continuation of OWNER and the Project. OWNER may use the work product of CONSULTANT to complete the Project.

ARTICLE 6

REPRESENTATIVES

6.1 OWNER’s Representative for purposes of this Contract shall be the Director of the ______________ Department of OWNER (as the person with such title may change from time to time), unless and until OWNER advises CONSULTANT in writing that a different person shall assume the responsibilities of OWNER’s Representative, at which time the person so designated shall become OWNER’s Representative for purposes of this Contract. All directions concerning day-to-day details of the Project and the Services to be performed by CONSULTANT shall come through OWNER’s Representative on which CONSULTANT is entitled to rely; CONSULTANT shall not take direction from any other employees or representatives of OWNER.

6.2 _______________ will be the representative of CONSULTANT in charge of the administration of the Services provided under this Contract and will represent CONSULTANT in all matters of coordination, decision, and policy (“CONSULTANT’s Representative”). It is agreed that CONSULTANT’s Representative shall not be removed from the Project without the prior written approval of OWNER, unless such removal is necessitated by CONSULTANT’s Representative’s departure from his current firm. However, CONSULTANT’s Representative shall be removed from the Project and replaced at the written request of OWNER. In such event, CONSULTANT shall assign a suitable replacement acceptable to OWNER. There shall be no additional cost to OWNER if CONSULTANT assigns a replacement to the Project. OWNER shall not unreasonably withhold approval of a suitable replacement.

ARTICLE 7

OWNER’S RESPONSIBILITIES

7.1 OWNER shall provide information regarding its requirements for the Project, and all necessary approvals, in a timely manner consistent with the requirements of the Schedule on Exhibit B.

CONSULTANT may rely on the accuracy and completeness of the information provided by OWNER unless patently incorrect. Both parties, however, recognize that such information may materially change, and, in that event, OWNER and CONSULTANT shall appropriately adjust the schedule, the Services and the compensation.

7.2 OWNER’s Representative shall act on behalf of OWNER with respect to the Project.

OWNER shall examine documents submitted by CONSULTANT and shall render decisions pertaining thereto promptly, to avoid delay in the progress of CONSULTANT Services. Any approvals given by OWNER shall not relieve CONSULTANT of any of its obligations hereunder.

7.3 OWNER shall furnish its own legal, accounting and insurance counseling services as may be necessary for OWNER’s interest in the Project and such auditing services as it may require; provided, [Project Name]

CIS v.230725 however, that OWNER is entitled to off-set the costs related to any audit to the extent that audit reveals overbilling by CONSULTANT or overpayment by OWNER.

7.4 OWNER shall establish and periodically update the “OWNER’s Budget” for the Project, including (1) the basic budget for the Project [OPTIONAL the first of which set forth in Exhibit __], (2) OWNER’s other costs and (3) reasonable contingencies related to all of these costs. If OWNER significantly increases or decreases OWNER’s Budget for the Project, OWNER shall notify CONSULTANT. OWNER and CONSULTANT may thereafter agree to a corresponding change in the Project’s scope and quality.

7.5 OWNER shall furnish existing surveys, if available, to describe physical characteristics, legal limitations, and utility locations for the site of the Project, and a written legal description of the site.

The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark.

7.6 OWNER shall provide CONSULTANT access to the Project site as needed provided that CONSULTANT has provided OWNER with not less than one (1) business day’s prior written notice of such required access, which notice in this instance only may be sent by email to OWNER’s representative.

The notice shall include the anticipated duration of the needed access.

ARTICLE 8

TIME OF PERFORMANCE; ACTS OF GOD AND FORCE MAJEURE

Unless otherwise stated herein, time is of the essence for the performance of all obligations under the terms and conditions of this Contract in accordance with Exhibit B – Schedule for Performance of Services; as adjusted by OWNER for circumstances or events beyond CONSULTANT’s responsibility or control. The Schedule set forth in Exhibit B describes only the most significant of the milestones related to CONSULTANT’s Services. It does not expressly state every milestone and important date, which is critical to CONSULTANT’s timely performance of the Services. Contemporaneously with its execution of this Contract, CONSULTANT shall prepare for OWNER’s reasonable approval a more detailed Schedule for provision of its Services, including those provided by its consultants, by discipline, upon which OWNER may rely subject to force majeure. In the absence of OWNER’s express written authority to the contrary, that detailed Schedule shall not extend the dates set forth in Exhibit B. CONSULTANT’s provision of the detailed Schedule is a condition precedent to OWNER’s obligation to pay any amounts whatsoever under this Contract or otherwise. Once approved by OWNER, time limits established by the schedule shall not, except for reasonable cause, be exceeded by CONSULTANT or OWNER. With OWNER’s approval, CONSULTANT shall adjust the schedule, if necessary, as the Project proceeds until the commencement of construction.

Neither OWNER nor CONSULTANT shall be liable for failure to perform their respective obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), or a Force Majeure such as war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service. Neither an Act of God nor a Force Majeure shall, itself, shall be grounds to terminate this Contract.

[Project Name]

CIS v.230725

If OWNER or CONSULTANT asserts Force Majeure as an excuse for failure to perform any of their respective obligations under this Contract, the nonperforming party must prove, in the absence of a written stipulation between the parties, that the nonperforming party took reasonable steps to minimize delay and to mitigate damages caused by foreseeable events, and that the nonperforming party substantially fulfilled all non-excused obligations, and that the other party was timely notified of the likelihood or actual occurrence of an event described herein as a Force Majeure.

ARTICLE 9

DISPUTE RESOLUTION

9.1 Nothing in this Contract shall be deemed or construed on the part of OWNER or CONSULTANT as an intent or obligation to arbitrate any matter or dispute whatsoever, nor shall this Contract, or any part of this Contract, be read or interpreted as a consent to suit or a submission to the jurisdiction of any court by either party.

9.2 Any controversy or claim arising out of or relating to this Contract, or the breach thereof shall be subject to voluntary mediation which may be initiated by either party upon ten (10) calendar days’ written notice to the other party. All mediation proceedings shall be held at the administrative offices of the Seminole Tribe of Florida within the confines of Broward County in the State of Florida. Selection of a mediator shall be subject to mutual agreement of the parties. Should the parties be unable to agree to a mediator, or otherwise prefer, the mediator shall be selected by a neutral third party. The parties and the mediator shall maintain strict confidentiality with respect to any mediation proceeding. Nothing that transpires during the mediation proceeding is intended in any way to affect the rights or prejudice the position of any of the parties to the dispute in any later litigation or proceeding. The mediator is authorized to end the mediation whenever further efforts at mediation would not contribute to a solution of the dispute between the parties. A written report of the mediation process will not be prepared by the mediator. There shall be no record, electronic or otherwise, of the mediation proceeding, other than the internal records of the parties, which are agreed to be the confidential and privileged records of the respective party creating and holding same. The mediator’s fee or time charge rate will be established at the time of selection or appointment. All expenses of the mediation, including required traveling and other expenses of the mediator, shall be shared equally by the parties, unless they agree otherwise. Neither party shall institute litigation while the mediation proceeding is pending; however, a party may withdraw at any time from the mediation proceeding. Any written settlement agreement of the parties that emerges from mediation shall be final and binding once fully executed, and the contents of which shall be maintained in strict confidentiality. The mediation proceeding shall be deemed terminated if, and when: (a) the parties have not executed a written settlement agreement within forty-five (45) calendar days following conclusion of the mediation formal meeting (which deadline may be extended by mutual agreement), or (b) either party serves on the other party and on the mediator a written notice of withdrawal from the proceeding. The mediator shall apply all applicable laws in conducting the mediation proceedings, and in assessing the respective positions of each party to the mediation in an effort to bring about a voluntary resolution of the dispute.

Nothing contained herein is intended to constitute consent on the part of OWNER or CONSULTANT to participate in any legal proceeding regarding any claim, controversy, or dispute arising out of or relating to this Contract or to any alleged breach thereof, and nothing contained herein shall be construed as consent on the part of either OWNER or CONSULTANT to submit to the jurisdiction of any tribunal for that purpose.

9.3 It is understood and agreed that by executing this Contract, the Seminole Tribe of Florida does not waive, limit, or modify its sovereignty or its sovereign immunity from suit or the assertion of any claim against it in any court or tribunal whatsoever arising under this Contract.

[Project Name]

CIS v.230725

ARTICLE 10

OWNERSHIP OF DOCUMENTS

Any drawings, specifications and other documents prepared by CONSULTANT or any of CONSULTANT’s contractors or subcontractors shall be owned as provided herein and in the attachments.

CONSULTANT will provide all drawings, specifications, and documents, including electronic versions, produced as a part of the Services of this Contract upon written request of OWNER. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern.

ARTICLE 11

CONFIDENTIALITY/LOYALTY

11.1 OWNER and CONSULTANT agree and acknowledge that the furnishing of the Services will necessarily involve OWNER sharing with CONSULTANT certain proprietary and confidential information regarding OWNER, the Project, and their respective operations, strategies, design plans, and operational methods, the release of which to any of OWNER’s competitors or to any third parties would cause OWNER severe and irreparable harm.

11.2 CONSULTANT will retain all information belonging to OWNER, and documents and work product produced by CONSULTANT and its contractors or subcontractors for OWNER in strictest confidence and will neither use it nor disclose it to anyone without the express written consent of OWNER.

CONSULTANT shall not release any information relative to the Project for publication, advertising, or any other purpose before completion of the Project without the prior written consent of OWNER. The foregoing obligation shall not apply to any information that CONSULTANT establishes: (a) is already known to CONSULTANT from documents existing in its records before its initial engagement by OWNER, as shown by CONSULTANT’s records, (b) is deemed necessary by CONSULTANT to warn of an imminent danger to life or property, or (c) is required to be disclosed pursuant to legal process, court order, applicable law or agency regulation (after giving OWNER notice ten (10) calendar days in advance of the disclosure and an opportunity to object to the required disclosure; CONSULTANT shall support such objection to degree permissible by law).

11.3 Except as required by applicable law, and only after providing OWNER with sufficient advance written notification, CONSULTANT acknowledges and agrees that CONSULTANT will not meet or confer with any member of any federal, state, or local regulatory agency concerning the Services provided or to be provided by CONSULTANT to OWNER without first obtaining the express prior written consent of OWNER. In addition, CONSULTANT acknowledges and agrees that CONSULTANT will not discuss any matter arising out of this Contract or out of CONSULTANT’s relationship with OWNER with any member of the press or public under any circumstances and will not issue any press release without the prior written consent of OWNER. In the event that CONSULTANT becomes aware of a possible site condition or situation, which, if confirmed, could impose a reporting requirement of OWNER, operator, lessee or lessor, CONSULTANT shall promptly notify OWNER and provide all details regarding such site and the reasons why CONSULTANT believes, in good faith, that such site condition or situation, if confirmed, could impose a reporting requirement on OWNER so that OWNER may, in its discretion initiate such action as it deems appropriate.

11.4 Except with OWNER’s knowledge and consent, CONSULTANT shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise CONSULTANT’s professional judgment with respect to this Project. In furtherance thereof, but not in limitation of the general statement, CONSULTANT acknowledges and agrees that during the term of this Contract and for all time thereafter, CONSULTANT shall not act as an agent, or in any capacity as liaison, [Project Name]

CIS v.230725 officer, employee, agent or representative of any OWNER supplier or prospective supplier and shall not serve in any of the foregoing capacities for any of OWNER’s clients or prospective clients without the express prior written approval of OWNER. CONSULTANT hereby warrants and represents that no conflict of interest presently exists or is reasonably anticipated to come into existence during the term of this Contract with respect to CONSULTANT’s other contracts or other engagement which would give rise to a conflict of interest relative to any of the Services to be provided by CONSULTANT to OWNER under the terms and conditions of this Contract. In addition, CONSULTANT acknowledges and agrees that CONSULTANT will promptly bring to the attention of OWNER any situation which reasonably appears to CONSULTANT to give rise to a conflict of interest of any type during the time when CONSULTANT is furnishing professional Services to OWNER under the terms and conditions of this Contract.

11.5 CONSULTANT shall not, during the term of this Contract, be precluded from engaging in any other business activity unrelated to OWNER, whether or not such business activity is pursued for gain, profit, or other pecuniary advantage; provided, however, that CONSULTANT shall not, during the term of this Contract or at any time thereafter, solicit OWNER’s employees on behalf of CONSULTANT or any other person or organization, whether related to CONSULTANT or not, nor shall CONSULTANT provide any other person, firm or business with any information regarding OWNER’s business or governmental operations, including, without limitation, the identity of any agreements that exist between OWNER and any third party.

ARTICLE 12

NOTICES

All notices, consents, or other communications provided for hereunder, including without limitation, notices of default, termination, need for information or clarification, readiness for inspection of portions of the Services, objection to OWNER’s interpretations, reports of deficient separate contractor work, and other notices required in this Contract or desired by a party hereto to be given shall be deemed effective: (a) on the date when hand-delivered; (b) on the date when forwarded by confirmed electronic transmission; or (c) on the date received by the party to whom they are addressed via UPS or Federal Express next day delivery;

whichever is earlier. All notices shall be addressed to the parties at their addresses set forth as follows:

To OWNER: Seminole Tribe of Florida _____________________ Department Attn: ______________, Director 5700 Griffin Road

Davie, FL 33314 Telephone: (954) 966-6300

Email: ________________________

With a copy only of any notice of default to: Seminole Tribe of Florida

Attn: Jim Shore, Esq.

6300 Stirling Road Hollywood, FL 33024

To CONSULTANT: ____________________________

[Project Name]

CIS v.230725

ARTICLE 13

ATTACHMENTS

Attachments to this Contract are those expressly incorporated herein (the “Attachment” or

“Attachments”), including the following:

☒ Exhibit A-1 Scope of Services ☒ Exhibit A-2 Summary of Deliverables ☒ Exhibit A-3 Special Requirements for Scope of Services ☒ Exhibit B Schedule for Performance of Services ☒ Exhibit C-1 Basic Services Fee ☒ Exhibit C-2 Detailed Estimate ☒ Exhibit D Rates for Additional Services ☒ Exhibit E Insurance Requirements and Certificate of Insurance ☒ Exhibit F Allowable Reimbursable Expenses ☒ Exhibit G Subconsultants under Consultant’s Basic Services Fee ☒ Exhibit H Proposed Contract for Inspection Services Exceptions

To the extent that any provision of an Attachment is inconsistent with a provision of Articles 1 through 13 of this Contract, the Attachment will control. To the extent that any Attachment is in conflict with another Attachment, the priority will be the Attachment that contains more specificity or imposes a higher standard upon CONSULTANT, as the case may be, with respect to the item of inconsistency.

Further, in the event that any portion of the Project will be funded, in whole or in part, by a grant or other similar funding, the documentation with respect to such funding will be provided to CONSULTANT, in compliance with the notice provisions of Article 12, and become an incorporated Attachment without formal amendment to this Contract.

ARTICLE 14

SUCCESSORS AND ASSIGNS

OWNER and CONSULTANT, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Contract. Neither OWNER nor CONSULTANT shall assign this Contract without the written consent of the other, except that OWNER may assign this Contract to a lender providing financing for the Project if the lender agrees to assume OWNER’s rights and obligations under this Contract in the event such lender exercises a right to assume OWNER’s position hereunder. In addition, CONSULTANT shall not assign any monies due or to become due hereunder, nor execute any order on payment, or contract any portion of the Services, without the prior written consent of OWNER. Such assignments, orders, or contracts, if not so consented to, shall be void.

ARTICLE 15

MISCELLANEOUS

15.1 No waiver by CONSULTANT or OWNER of any provision of this Contract or breach thereof shall operate or be construed as a waiver of any other subsequent breach or other provision.

15.2 Except as otherwise expressly stated herein, this Contract shall be construed in accordance with applicable Tribal, Federal and Florida law. Following any mediation conducted in accordance with Article 9 hereof that does not result in the complete resolution of any and all disputes or controversies between OWNER and CONSULTANT arising under or related to the rights, duties and obligations of the

[Project Name]

CIS v.230725 respective parties under this Contract, or the interpretation of any language contained herein, the parties, without submitting to the jurisdiction of any state or federal court or other tribunal, hereby stipulate and agree that venue for any claim or cause of action brought by either party in any court shall be in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida or the United States District Court for the Southern District of Florida. In the event that either party hereto initiates and maintains any legal proceeding in any court or other tribunal to enforce or to obtain a declaration of its rights under this Contract, the parties stipulate and agree, without consenting to suit or submitting to the jurisdiction any state or federal court or other tribunal, that the prevailing party in any such legal proceeding shall be entitled to recover its reasonable attorney’s fees and any costs that it has incurred from the non-prevailing party. In the event of any alleged inconsistency between the language contained in Article 9 and the foregoing provisions of this Paragraph 15.2, OWNER and CONSULTANT understand, acknowledge, and agree that the provisions of Article 9 shall govern with respect to issues of consent to suit, subject matter jurisdiction and the submission of either party to the subject matter jurisdiction of any state or federal court or other tribunal.

15.3 The provisions of the Contract and any exhibits and/or attachments regarding the Project are intended to supplement and complement each other and shall, where possible, be thus interpreted.

15.4 This Contract contains the entire agreement of the parties. There are no agreements, understandings, promises, or conditions, oral or written, express of implied, concerning the subject matter of this Contract.

15.5 The headings of any article, paragraph, or subparagraph of this Contract are for convenience only, and are not to be construed as a part of this Contract, nor shall the same be construed as defining or limiting in any way the scope or intent of the provisions hereof.

15.6 If any term, covenant, condition or provision of this Contract, or their application to any person or circumstance, shall be declared by a court or other judicial authority, including any court claimed to be a court of competent jurisdiction be invalid, void or unenforceable, the parties shall promptly renegotiate the unenforceable or invalid terms so as to effect the intent of the Contract, and to avoid any construction of this Contract which will frustrate the stated purpose of this Contract or any rights, duties or obligations created hereunder. The remaining provisions of this Contract, or their application to any person, entity, or circumstances, shall remain in full force and effect notwithstanding such declaration of unenforceability or invalidity.

15.7 The covenants, terms, warranties, representations, and certifications contained in this Contract shall survive the termination of the Contract, the completion of the Project and the payment of the remuneration herein provided.

15.8 CONSULTANT agrees to bind each of its contractors or subcontractors, by written consulting contract, to similar terms as this Contract when applicable.

15.9 General references to CONSULTANT in the context of its provision of professional services and its other performance obligations under this Contract shall be construed to refer to CONSULTANT, its employees, its officers, directors, professional and non-professional subcontractors, and others engaged by CONSULTANT in relation to the Project or the performance of the Services indicated in this Contract.

15.10 Nothing in this Contract shall be construed to create any enforceable third-party relationship in favor of any consultant or other third-party. OWNER is considered an intended third-party beneficiary of any CONSULTANT – subcontractor agreement. CONSULTANT is fully responsible to

[Project Name]

CIS v.230725

OWNER for the Services provided by CONSULTANT’s contractors or subcontractors, the documents prepared by its contractors or subcontractors, and any acts or omissions of its contractors or subcontractors.

15.11 All Services performed by CONSULTANT or its contractors or subcontractors under this

Contract shall be performed in accordance with any reasonable environmental, public health, fire prevention, and safety requirements adopted by OWNER and shall, at a minimum (or in the absence of any specific standards or requirements adopted by OWNER), comply with all environmental, public health, fire prevention, and safety requirements which would apply if the Project were being constructed as a private commercial project in, and subject to the jurisdiction of, Broward County, Florida (provided, however, that this requirement shall not grant to the State or any political subdivision thereof jurisdiction over the Project or the property on which it is situated).

15.12 CONSULTANT acknowledges that, as a result of the fact that OWNER or an entity with whom OWNER is affiliated or has contracted is licensed or qualified as a licensed casino OWNER/operator, OWNER may be required to conduct appropriate due diligence inquiries concerning any material transaction in which OWNER engages and that the transaction encompassed by this Contract may fall within the class of transactions which require that OWNER conduct such due diligence inquiries regarding CONSULTANT.

Based on the foregoing, CONSULTANT agrees that, upon OWNER’s request, CONSULTANT shall make such disclosures regarding this Project and this Contract as are necessary or desirable for OWNER to conduct such inquiries of CONSULTANT as OWNER deems appropriate to conduct the required due diligence inquiries. CONSULTANT further agrees that, should the results of such due diligence inquiry be unsatisfactory to OWNER, OWNER shall have the right to demand that CONSULTANT immediately cure such items disclosed in the due diligence inquiry which OWNER deems unsatisfactory.

15.13 CONSULTANT shall not place any signs at the site, except by written permission of

OWNER.

15.14 This Contract is entered into solely to provide for the Services called for herein and to define the rights, obligations, and liabilities of the parties hereto. This Contract, and any document or agreement entered into in connection herewith, shall not be deemed to create any other relationship between CONSULTANT and OWNER other than as expressly provided herein. CONSULTANT acknowledges that OWNER is not a partner or joint venturer of CONSULTANT, and that CONSULTANT is not an employee or agent of OWNER.

15.15 This Contract may be executed in counterparts, each of which shall be deemed…