Attachment A - Sample Services Agreement.pdf

TW Roadway Signage Maintenance CM Rev 2.2 Page 1

SERVICE AGREEMENT

BETWEEN THE

SEMINOLE TRIBE OF FLORIDA

AND

CONTRACTOR

THIS SERVICE AGREEMENT (hereinafter referred to as the “AGREEMENT”) is made, entered into and effective as of the date of the last signature of this agreement by and between the SEMINOLE TRIBE OF FLORIDA, an organized Indian Tribe (hereinafter referred to as the "TRIBE") and ____________, a ___________ corporation (hereinafter referred to as the

“CONTRACTOR”).

Identification information

TRIBE:

SEMINOLE TRIBE OF FLORIDA, A

FEDERALLY RECOGNIZED INDIAN TRIBE

UNDER 25 U.S.C.§5123

CONTRACTOR:

Tribal Vendor Number:

TRIBE ADDRESS:

6300 STIRLING ROAD

HOLLYWOOD, FLORIDA 33024

CONTRACTOR ADDRESS:

TRIBE REPRESENTATIVE:

SEMINOLE TRIBE OF FLORIDA

5700 GRIFFIN ROAD

DAVIE, FLORIDA 33314

PHONE: (954) 894-1060

E-MAIL:

CONTRACTOR REPRESENTATIVE:

PHONE:

E-MAIL:

PROJECT NAME: PROJECT LOCATION: SAMPLE

ATTACHMENT A

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RECITALS

A. The SEMINOLE TRIBE OF FLORIDA, is an organized Indian Tribe as defined in Section 16 of the Indian Reorganization Act of June 18, 1934, as amended, 25 U.S.C. §5123.

B. CONTRACTOR is a Construction firm specializing in providing professional services to the public with the professional background, skill, and qualifications as well as the technical expertise necessary to provide the professional services necessary to achieve the objectives set forth by the _________________ Department of the TRIBE.

C. CONTRACTOR has certain skills and abilities that are required by the TRIBE.

D. CONTRACTOR is an independent contractor willing to provide ________________Services in accordance with EXHIBIT A – CONTRACTOR’S PROPOSAL, attached hereto and by this reference incorporated herein, to the TRIBE (hereinafter the “SERVICES”) on a confidential basis under the terms and conditions and for the period contemplated by this Agreement.

E. The TRIBE and CONTRACTOR have the common objective of construction inspection services for the New Ahfachkee School project located ______________________ (hereinafter the “Property”).

F. The scope of work under this agreement involves description and location of project or services (hereinafter the “Project”).

TERMS AND CONDITIONS

THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto hereby agree as follows:

1. EMPLOYMENT

TRIBE hereby employs CONTRACTOR as an independent CONTRACTOR, and CONTRACTOR hereby accepts employment upon the terms and conditions hereinafter set forth.

2. TERM

Subject to the provisions for termination as hereinafter provided, the term of this Agreement shall be for a one (1) year period which Agreement shall be entered into and effective as of the date of the last signature of this Agreement. The Agreement is subject to two (2) additional one

(1) year renewals. Prior to the expiration of the initial term, the TRIBE will provide a thirty (30) day notice of intent to renew the Agreement, with the right on the part of TRIBE to cancel this Agreement upon payment of compensation due CONTRACTOR pursuant to Paragraph 3 hereof.

3. COMPENSATION

CONSULTANT shall be paid a fee not-to-exceed _____________Dollars and Zero Cents ($XX0,000.00) in the aggregate per year for its Services. The method of compensation will be determined through a Work Authorization, either a lump sum (LS) or hourly not-to-exceed (HNTE) amount in accordance with the Rate Schedule provided in Exhibit “A”. Project assignments will

SAMPLE

TW Roadway Signage Maintenance CM Rev 2.2 Page 3 be made by the TRIBE through Work Authorization(s) with a project-specific Scope of Services, which will be negotiated for the time and method of compensation for each task and authorized by the Executive Director of ________________. CONTRACTOR shall not exceed, nor be required to exceed, the estimated costs set forth in Exhibit “A” without TRIBE’S prior written authorization.

The Contract Sum as indicated may include an Allowance. Items covered by allowances shall be supplied for such amounts and by such persons and entities as the TRIBE may direct. Unless otherwise provided:

a) CONTRACTOR’s costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated Allowance amounts shall be included in the Contract Sum but not in the Allowance;

b) Whenever costs are more than or less than the Allowance, the Contract Sum shall be adjusted accordingly by Change Order. Then the amount of the Change Order shall reflect (1) the difference between actual costs and the Allowance and (2) changes in CONTRACTOR’s costs.

CONTRACTOR shall send monthly invoices to “Seminole Tribe of Florida Attn: Accounts Payable Department, Post Office Box 840939, Pembroke Pines, Florida 33084” or e-mail:

invoices@semtribe.com or facsimile number of (954) 967-3988 for SERVICES performed during the preceding month. If CONTRACTOR provides the SERVICES for a fixed price, CONTRACTOR shall include on the invoice a description of the SERVICES performed, the percentage of completion of SERVICES represented by the invoice and the amount of the fixed price to which the percentage of completion was applied.

Invoices for payment should also include time sheets, summary sheets, a copy of the Description of Services, and copy of the TRIBE’s prior written approval for all N.T.E. services.

Invoice request for payment requests for payments shall be delivered to the TRIBE for approval by the fifth (5th) day of each month for inclusion into the following month’s payment estimate. Approved payment requests will be paid within 30 days of receipt of invoice. Should there be an ambiguity or conflict between or among the Exhibits and the Agreement; CONTRACTOR shall obtain the TRIBE’S written direction to proceed.

CONTRACTOR shall comply with the TRIBE’S fiscal year end cut off schedule.

4. DIRECTION

CONTRACTOR shall report to, be responsible for its performance, and receive its direction from the Department of the TRIBE.

5. DUTIES

TRIBE retains CONTRACTOR pursuant to the terms and conditions of this Agreement.

Duties of CONTRACTOR shall include, but not be limited to, the tasks outlined in Section F of this Agreement, and the tasks as outlined in EXHIBIT A.

6. STANDARD OF CARE

The CONTRACTOR represents that it is knowledgeable and experienced in providing SERVICES, is familiar with the PROPERTY and the applicable laws affecting the PROPERTY.

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CONTRACTOR also represents that the standard of care for all SERVICES performed or furnished by CONTRACTOR under this Agreement will be the care and skill ordinarily used by members of the CONTRACTOR’S profession practicing under similar conditions.

7. EXTENT OF SERVICES

CONTRACTOR shall devote such time, attention and energies to the business as is required by the TRIBE. In CONTRACTOR'S performance of the work contemplated by this Agreement, the CONTRACTOR shall not during the term of this Agreement, be precluded from engaging in any other business activity, whether or not such business activity is pursued for gain, profit, or other pecuniary advantage. Provided however, that the CONTRACTOR shall not, during the term of this Agreement, solicit TRIBE’S employees on behalf of it or another organization, or provide any other firm or business with information regarding the operations, including without limitation the agreements and clients of the TRIBE.

8. RESERVED

9. NO PARTICIPATION

CONTRACTOR acknowledges and agrees that this Agreement shall not give or extend to CONTRACTOR any rights with respect to additional contributions by TRIBE to any deferred compensation plan, bonus plans, or fringe benefits, employment, income or other taxes which may be assessed in connection with payments to CONTRACTOR under the terms of this Agreement.

10. SUBCONTRACTING AND ASSIGNMENT

This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the TRIBE and CONTRACTOR. However, CONTRACTOR shall not subcontract or retain an independent subcontractor to perform under or assign this or any portion of this Agreement, nor shall this Agreement inure to the benefit of any trustee in bankruptcy, receiver or creditor of CONTRACTOR, by operation of applicable law or otherwise, without the prior written consent of TRIBE. CONTRACTOR shall not utilize any subcontractor on the work to be performed hereunder unless said subcontractor has executed an agreement agreeing to be bound by the terms of this Agreement. CONTRACTOR assumes full responsibility for the work of any independent subcontractor. Subject to the terms of this paragraph and except as provided to the contrary in the Scope of Work, TRIBE hereby consents to the retention by CONTRACTOR of title abstractors and automated data retrieval firms reasonably acceptable to CONTRACTOR.

11. ALTERATION OF SITES

CONTRACTOR will perform no SERVICES and will have no SERVICES performed that would materially alter, damage or affect the terrain, subsurface, vegetation, buildings, structures or equipment in, at, or upon the PROPERTY without the prior, express, written consent of both TRIBE and the existing owner of the PROPERTY if other than TRIBE. This paragraph shall not apply to normal wear and tear associated with routine access to the PROPERTY reasonably necessary to perform the SERVICES.

12. TERMINATION

a. Termination for Convenience

TRIBE may terminate this Agreement for convenience prior to completion of

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SERVICES. The termination will become effective upon delivery of written notice pursuant to paragraph 13 below. TRIBE shall compensate CONTRACTOR for all costs incurred to the effective date of termination, plus any reasonable and necessary termination costs and non-cancelable commitments entered into prior to the date of notice of termination. In no event shall CONTRACTOR be entitled to profits on SERVICES not performed due to termination of the Agreement.

b. Termination for Default TRIBE may terminate this Agreement in the event of CONTRACTOR'S failure to make timely progress, non-performance of any material item of this Agreement, default, material breach by CONTRACTOR of this Agreement, or in the event of insolvency, bankruptcy or receivership of CONTRACTOR, effective upon written notice pursuant to paragraph 13 below. TRIBE may contract with others for performance of the SERVICES in the event of termination under this paragraph.

Payment of any additional costs shall not relieve CONTRACTOR of any other liability it may have in connection with the SERVICES.

c. Delivery of Materials Upon receipt of notice of termination under subparagraphs 12(a) or (b) above, CONTRACTOR shall immediately deliver to TRIBE all materials as defined in paragraph 19 and 27 below, held or used by CONTRACTOR in connection with the SERVICES, except those materials, if any, owned by CONTRACTOR or supplied by CONTRACTOR at CONTRACTOR'S own cost. If, at the time of termination further sums are due CONTRACTOR, CONTRACTOR shall not be entitled to sums until all materials required to be delivered to TRIBE are delivered.

d. Survival Upon receipt of notice of termination for any reason, CONTRACTOR shall promptly cease all SERVICES, except for additional SERVICES that TRIBE may, in its discretion, request CONTRACTOR to perform. CONTRACTOR shall perform additional SERVICES with the standard of care as stated in paragraph 6 above.

13. NOTICES

All notices or other communications provided for by this Agreement shall be in writing. Notice shall be deemed properly delivered by the mailing of such notices to the parties entitled thereto, via certified mail, return receipt requested, postage prepaid to the parties at the following addresses (or to such address designated in writing by one (1) party to the other):

TRIBE:

DIRECTOR OF

SEMINOLE TRIBE OF FLORIDA

5700 GRIFFIN ROAD

DAVIE, FLORIDA 33314

PHONE: (954) 894-1060

E-MAIL:

CONTRACTOR:

PHONE:

E-MAIL:

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14. AMENDMENTS

This Agreement may be amended at any time by the written agreement of TRIBE and CONTRACTOR. All amendments, changes, revisions and discharges of this Agreement shall be binding upon the Parties despite any lack of legal consideration, as long as it shall be in writing and executed by the Parties. CONTRACTOR shall not perform a change in SERVICES without TRIBE'S prior written approval of the changes and their costs.

15. PARTIES IN INTEREST

Nothing in this Agreement, whether expressed or implied, is intended to confer upon any person other than the parties hereto and their respective heirs, representatives, successors and permitted assigns, any right or remedies under or by reason of this Agreement. Nothing in this Agreement is intended to relieve or discharge the liability of any other party hereto, nor shall any provision hereof give any entity any right of subrogation against or action over any party.

16. SEVERABILITY

If any term, covenant, condition or provision of this Agreement, or their application to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the parties shall renegotiate the unenforceable or invalid terms so as to effect the intent of the Agreement, and the remainder of the provisions of this Agreement, or their application to any person or circumstances, shall remain in full force and effect.

17. SUBJECT HEADINGS

The subject headings of the articles, paragraphs and subparagraphs of this Agreement are included solely for purposes of convenience and reference only, and shall not be deemed to explain, modify, limit, amplify or aid in the meaning, construction or interpretation of any of the provisions of the Agreement.

18. APPLICABLE LAWS AND REGULATIONS

This Agreement shall be governed by and construed and enforced in accordance with and subject to applicable laws and orders including without limit, licensing, and certification requirements, environmental laws, health and safety laws, worker health and safety laws, drug free workplace requirements, and applicable laws pertaining to labor wages, hours and other conditions of employment. CONTRACTOR shall comply with any and all applicable safety and security regulations which are now in effect or hereinafter may be applicable. CONTRACTOR agrees that it will at all times conduct its business in a lawful manner and in full compliance with all applicable Tribal and governmental laws, ordinances, rules and regulations.

19. CONFIDENTIAL MATTERS AND PROPRIETARY INFORMATION

The CONTRACTOR and its employees shall keep in strictest confidence all information, books, reports, photographs, slides, materials, new data, boring logs, sample results, laboratory reports, calculations, estimates, documents, communications, notes, proposals, scopes of work, or related responses relating to this Agreement and that which may be acquired in connection with or as a result of this Agreement. CONTRACTOR shall not, during the term of this Agreement or at any time thereafter, without the prior written consent of TRIBE, publish, communicate, divulge, disclose or use any of such information designated by TRIBE as proprietary or

TW Roadway Signage Maintenance CM Rev 2.2 Page 7 confidential or which from the surrounding circumstances in good conscience ought to be treated by the CONTRACTOR as proprietary or confidential.

Except as required by applicable law, CONTRACTOR will not meet or confer with any member of any federal, state, or local regulatory agency concerning the SERVICES without obtaining the prior written consent of TRIBE. In addition, CONTRACTOR will not discuss any matters arising out of this Agreement with members of the press or public and will not issue any press release without the prior written consent of TRIBE. If CONTRACTOR becomes aware of a possible site condition or situation, which, if confirmed, could impose a reporting requirement of the TRIBE, operator, lessee, or lessor, CONTRACTOR shall promptly notify TRIBE.

20. CONFLICT OF INTEREST

During the term of this Agreement and at any time thereafter, CONTRACTOR shall not act as an agent, or in a liaison capacity as an officer, employee, agent or representative of any TRIBE supplier or prospective supplier nor serve in any of the foregoing capacities for any of TRIBE'S clients or prospective clients without the prior written approval of TRIBE. CONTRACTOR hereby warrants that there is no conflict of interest in CONTRACTOR’S other service agreements or other employment, if any, with the activities to be performed hereunder and shall advise TRIBE if a conflict of interest arises in the future.

21. FIELD REPRESENTATIVE

Unless CONTRACTOR specifically agrees to the contrary in writing, CONTRACTOR shall not be responsible for the job safety or practices of a CONTRACTOR retained by any party other than CONTRACTOR or its Personnel and CONTRACTOR or its Personnel shall not have the right to stop the work of such CONTRACTOR. Notwithstanding the forgoing, CONTRACTOR shall notify TRIBE if CONTRACTOR considers the job safety or practices of a CONTRACTOR retained by any party other than CONTRACTOR to be unsafe or in violation of applicable law.

22. INDEPENDENT CONTRACTOR

In all matters relating to this Agreement, CONTRACTOR shall be acting as an independent CONTRACTOR and as such shall have and maintain complete control over and be responsible for all of its employees and agents and operations. Neither CONTRACTOR nor employees of CONTRACTOR are employees of TRIBE under the meaning or application of any applicable Federal or State unemployment or insurance laws or workers' compensation laws or otherwise.

CONTRACTOR shall assume all liabilities or obligations imposed by any one or more such applicable laws with respect to the employees of CONTRACTOR in the performance of this Agreement. CONTRACTOR shall not have any authority to assume or create any obligations, expressed or implied, on behalf of TRIBE and CONTRACTOR shall not have the authority to represent itself, as an agent, employee or in any other capacity of TRIBE; except as specifically set forth in this Agreement.

a. Personnel "Personnel" means all officers, directors, affiliates, partners, employees, agents, independent subcontractors of either CONTRACTOR or TRIBE as specified.

CONTRACTOR represents that all Personnel of CONTRACTOR will and shall be required to abide by the terms and provisions of this Agreement, including, without limit, the requirement of confidentiality as provided in paragraph 19 above, and at the request of TRIBE, CONTRACTOR shall require any or all of its Personnel to sign mutually agreeable agreements or statements so providing.

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b. Employees All Personnel of and used by CONTRACTOR in the performance of the

SERVICES shall be the agents, representatives, employees or subcontractors of CONTRACTOR and not of TRIBE. CONTRACTOR states to TRIBE that all SERVICES supplied by CONTRACTOR in the performance of this Agreement shall be supplied by Personnel who are careful, skilled, experienced, licensed or certified, and reasonably competent in their respective trades or professions, consistent with paragraph 6.

CONTRACTOR shall be responsible for payment of all taxes, fees, contributions, or other charges in any way applicable to CONTRACTOR, which are specifically, solely and directly attributable to the SERVICES.

23. REPORTS, RECORDS AND AUDITS

CONTRACTOR, when directed, shall provide written reports with respect to the SERVICES rendered hereunder to the Department of the TRIBE.

CONTRACTOR shall maintain all costs, expense, payroll and related and financial records and accounts pertaining to SERVICES performed by CONTRACTOR under this Agreement for a period of three (3) years after final payment under this Agreement or until final conclusion of any litigation or administration proceeding arising under or materially concerning this Agreement, the SERVICES, or PROPERTY.

TRIBE shall have access to and the right to audit, copy and inspect such records at all mutually agreeable times during the course of the SERVICES and for the period during which records are maintained.

24. ACCESS TO PREMISES

CONTRACTOR shall not have the authority to access the TRIBE’S PROPERTY without express consent by the TRIBE’S contact person listed in paragraph 13 of this Agreement during the period of performance.

25. INSPECTION

The SERVICES performed by CONTRACTOR shall be subject to the TRIBE'S inspection and approval. CONTRACTOR shall control and be fully responsible for the details, manner and method of performing the SERVICES. TRIBE shall have access at all times to the areas where SERVICES are being performed. Inspection or lack of inspection by TRIBE shall not be deemed approval or be construed to be a waiver of TRIBE'S rights under this Agreement.

26. STRICT LOYALTY

CONTRACTOR shall avoid all circumstances and actions, which reasonably would place CONTRACTOR in a position of divided loyalty with respect to its obligations under this Agreement.

27. TITLE TO INFORMATION AND EQUIPMENT

All information developed under this Agreement, of whatever type relating to the work performed under this Agreement, shall be the exclusive property of TRIBE. All machines, instruments and products purchased, manufactured or assembled by CONTRACTOR pursuant

TW Roadway Signage Maintenance CM Rev 2.2 Page 9 to this Agreement and paid for by TRIBE shall be the exclusive property of TRIBE. Upon termination of this Agreement, CONTRACTOR shall dispose of such items as directed by TRIBE.

Upon receipt of termination or expiration of this Agreement, the CONTRACTOR shall deliver all originals of records, data, information and other documents thereof to TRIBE and such originals and all copies thereof shall remain the property of TRIBE.

28. INDEMNIFICATION / HOLD HARMLESS

CONTRACTOR hereby agrees to indemnify and hold harmless TRIBE from and against: (1) any claims and or liabilities arising from any material breach or default in the performance of CONTRACTOR’S obligations under the terms and conditions of this Agreement or to the extent arising from any negligence of CONTRACTOR or its agents, CONTRACTOR, employees and invitees; and (2) all costs, reasonable attorneys’ fees, expenses and liabilities incurred in the defense of any such claim, action or proceeding brought herein. In the event an action or proceeding is brought against TRIBE by reason of any such claim, CONTRACTOR, upon notice from TRIBE, shall defend the same at CONTRACTOR’S expense by counsel satisfactory to

TRIBE.

TRIBE agrees that CONTRACTOR indemnification obligation pursuant to this paragraph shall not exceed $2,000,000.00 unless CONTRACTOR agrees to a greater amount in writing.

CONTRACTOR, with regard to environmental liabilities, shall be liable to the extent such liabilities are due to the negligence of CONTRACTOR and/or its sub-CONTRACTOR (s).

29. INSURANCE

The CONTRACTOR, (Professional) shall procure and maintain for the duration of the contract the following required insurance, with insurers’ financially acceptable and lawfully authorized to do business in the states where the Owner, the Seminole Tribe of Florida, hereafter called the Tribe, conducts operations. Such coverage shall protect Professional against claims arising from sickness, disease, death or injury to persons, and/or physical damage to tangible property, including loss of use, which may arise from services performed by or on behalf of the Professional, his agents or representatives.

Minimum Scope of Insurance

Professional’s insurance coverage shall include the following minimum limits and coverage:

1. Commercial General Liability insurance on an occurrence coverage form, at least as broad as the Insurance Services Office Commercial General Liability Policy form CG 0001 ©, current edition. Other than standard exclusions applicable to pollution, asbestos, mold, employment practices, ERISA and professional liability, there shall be no additional limitations or exclusions beyond those contained in the above referenced policy form, including but not limited to additional limitations or exclusions applicable to products and completed operations and contractual liability.

2. Automobile Liability insurance covering liability arising from the use or operation of any auto, including those owned, hired or otherwise operated or used by or on behalf of the Professional. The coverage shall be at least as broad as the Insurance Services Office Business Automobile Policy form CA 0001 ©, current edition.

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3. Workers' Compensation and Employer’s Liability insurance as is required by statute or law, or as may be available on a voluntary basis.

4. Professional Liability insurance – (not applicable) covering wrongful acts made by or on behalf of the Professional. Claims-made coverage is permitted, provided the policy retroactive date is continuously maintained prior to the commencement of professional services rendered to the Tribe, plus an additional period of three years after such services have been rendered to the Tribe. If the Professional’s scope of work includes environmental engineering or consulting, the coverage required hereunder must not exclude coverage for environmental (professional) services.

Minimum Limits of Insurance

Professional shall maintain the following minimum limits of insurance (unless higher limits required by law or statute):

1. Commercial General Liability (including umbrella or excess liability): $1,000,000 per occurrence, bodily injury and property damage liability; $1,000,000 per offense, personal and advertising injury liability; $1,000,000 products and completed operations policy aggregate and $2,000,000 policy general aggregate applicable to lines other than products and completed operations.

2. Automobile Liability: $1,000,000 combined bodily injury and property damage liability per accident for bodily injury and property damage.

3. Employer's Liability: $1,000,000 per accident for bodily injury by accident or disease, including $1,000,000 disease aggregate.

4. Professional Liability: (Not applicable) $1,000,000 each wrongful act, $2,000,000 policy aggregate. If Professional’s contract with The Tribe exceeds $1,000,000, the each wrongful act limits shall apply separately to the Tribe’s project.

Deductibles and Self-insured Retentions

The funding of deductibles and self-insured retentions maintained by Professional shall be the sole responsibility of Professional. Self-insured retentions in excess of $50,000 must be declared to and approved by the Tribe.

Other Insurance Provisions

The required insurance shall contain the following additional provisions:

1. ADDITIONAL INSURED – The Tribe must be included as an additional insured by policy endorsement under Professional’s Commercial General Liability policy as respects liability arising from work or operations performed by or on behalf of the Professional.

2. WAIVERS OF SUBROGATION – Professional agrees to waive all rights by policy endorsement of subrogation against the Tribe as respects loss, damage, claims, suits or demands, howsoever caused:

a. To property, equipment, vehicles, laptops, cell phones, etc. owned, leased or used by the Professional or the Professional’s employees, agents or; and

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b. To the extent such loss, damage, claims, suits or demands are covered, or should be covered, by the required or any other insurance (except professional liability to which this requirement does not apply) maintained by the Professional. This waiver shall apply to all first party property, equipment, vehicle and workers compensation claims, and all third party liability claims, including deductibles or retentions which may be applicable thereto. If necessary, the Professional agrees to endorse the required insurance policies to acknowledge the required waivers of subrogation in favor of the Tribe.

Professional further agrees to hold harmless and indemnify the Tribe for any loss or expense incurred as a result of Professional’s failure to obtain such waivers of subrogation from Professional’s insurers.

3. NOTICE OF CANCELLATION - Each insurance policy shall be endorsed to require Insurer(s) to provide ten (10) days' written notice to the Tribe by certified mail, return receipt requested, prior to any suspension, cancellation or non-renewal of the required insurance.

Acceptability of Insurers

Insurance is to be placed with insurers with a current A.M. Best's rating of not less than A- VII, unless otherwise approved by the Tribe.

Verification of Coverage

Professional shall furnish the Tribe with a certificate of insurance evidencing the required coverage prior to the delivery of services to The Tribe. The certificates are to be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Renewal certificates are to be provided to the Tribe prior to the expiration of the required insurance policies. As an alternative to a certificate of insurance, Professional’s broker or insurer may provide complete, certified copies of all required insurance policies, including endorsements necessary to affect coverage required by these specifications.

If any of the required liability insurance is on a “claims made” basis, “tail” coverage will be required at the completion of this contract for a duration of 24 months, or the maximum time period reasonably available in the marketplace. Contractor shall furnish certification of “tail” coverage as described or continuous “claims made” liability coverage for 24 months following Contract completion. Continuous “claims made” coverage will be acceptable in lieu of “tail” coverage, provided its retroactive date is on or before the effective date of this Contract. If Continuous “claims made” coverage is used, Contractor shall be required to keep the coverage in effect for a duration of not less than 24 months from the end of the Contract. This will be a condition of the final acceptance of work or services.

30. ADDITIONAL TERMS AND CONDITIONS

The parties to this Agreement shall make a good faith effort to settle disputes arising under the Agreement or the breach thereof; however, in the event such disputes cannot be settled by the parties’ good faith efforts, the following procedure shall apply:

Any controversy or claim arising out of or relating to this contract, or the breach thereof shall be subject to mediation which may be initiated by either party upon ten (10) 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

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County in the State of Florida. Selection of Mediator shall be subject to mutual agreement of the parties. In the alternative, 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. Mediator’s fee or time charge rate will be established at the time of selection or appointment. The expenses of witnesses for either side shall be paid by the party providing such witnesses. All other expenses of the mediation, including required traveling and other expenses of the Mediator, and the expenses of any witness, or the cost of any proofs or expert advice produced at the direct request 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) 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 the TRIBE or the CONTRACTOR to participate in any legal proceeding regarding any claim, controversy or dispute arising out of relating to this agreement or to any alleged breach thereof and nothing contained herein shall be construed as consent on the part of either TRIBE or CONTRACTOR to submit to the jurisdiction of any tribunal for that purpose.

31. ENTIRE AGREEMENT AND WAIVER

This Agreement contains the entire agreement of the Parties and supersedes all prior understandings and agreements, whether oral or in writing, regarding the subject matter of this Agreement. No representations, warranties, covenants, or conditions, expressed or implied, whether by statute or otherwise, other than as set forth herein have been made by any party hereto. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute a continuing waiver, and no waiver shall be binding unless executed in writing by the party making the waiver and accepted and agreed to by both parties.

32. EXHIBITS

All exhibits referred to in this Agreement are deemed incorporated in this Agreement, whether or not actually attached. The following exhibits are attached:

Exhibit A – Contractor’s Proposal Exhibit B – Certificate of Insurance

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33. FURTHER ACTS.

Each Party agrees to perform any further acts and to execute, acknowledge and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement.

34. COMPLIANCE RESPONSIBILITY.

Any applicable laws, regulations, or the requirements of any federal or state grant or contract, or pass-through agreement through which funds are provided for this Agreement are incorporated herein by reference as if fully stated herein, which may include but not be limited to, procurement, receipt, and payment for goods and services policies and procedures, and other certifications and assurances. The CONTRACTOR by entering into this agreement acknowledges that it has familiarized itself with all such laws, regulations or other requirements, and fully understands its responsibility to comply with the same, and to require that any of its CONTRACTOR, material suppliers, or other sub-recipients comply with the same. CONTRACTOR further acknowledges that the Tribe may have responsibility to ensure that the CONTRACTOR complies with such laws, regulations, or other requirements, by monitoring its compliance through review of the CONTRACTOR records related to this Agreement, and which CONTRACTOR agrees to provide upon request of the Tribe.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement at Hollywood Seminole Indian Reservation, Broward County, Florida.

TRIBE: CONTRACTOR:

SEMINOLE TRIBE OF FLORIDA

By: By:

Name: Peter Hahn Name:

Title: Treasurer Title:

Date: Date:

By:

Name: Derek Koger, MPA

Title:

Executive Director of Tribal Community Development

Date: