Draft_Agreement.pdf

Investment Advisory Services

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INVESTMENT ADVISORY SERVICES AGREEMENT

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THIS AGREEMENT is dated as of the _____ day of ___________ 20_____, by and between ___________________________________________________, duly authorized to conduct business in the State of Florida, whose address is

______________________________________________________________, in this Agreement referred to as "CONSULTANT," and SEMINOLE COUNTY, a charter county and political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 East

1st Street, Sanford, Florida 32771, in this Agreement referred to as "COUNTY."

W I T N E S S E T H:

WHEREAS, COUNTY desires to retain the services of a competent and qualified consultant to provide investment advisory policy recommendations to COUNTY; and

WHEREAS, COUNTY has requested and received expressions of interest for the retention of services of a consultant; and

WHEREAS, CONSULTANT is competent, qualified, and desires to provide its services according to the terms and conditions stated in this Agreement, NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth in this Agreement, COUNTY and CONSULTANT agree as follows:

Section 1. Services. COUNTY does hereby retain CONSULTANT to furnish services and perform those tasks as further described in the Scope of Services, attached to and incorporated in this Agreement as Exhibit A. CONSULTANT shall also be bound by all requirements as contained in the solicitation package and any addenda to this package.

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Section 2. Authorization for Services. Authorization for performance of professional services by CONSULTANT under this Agreement will be in the form of written Notice to Proceed issued and executed by COUNTY.

Section 3. Fixed Fee Compensation and Payment.

(a) COUNTY shall compensate CONSULTANT for the professional services called for under this Agreement at a fixed fee in the amount of $ . CONSULTANT shall perform all work required by the Scope of Services, but in no event will CONSULTANT be paid more than the negotiated fixed fee amount stated above.

(b) Payments will be made to CONSULTANT when requested as work progresses for services furnished, but not more than once monthly. CONSULTANT may invoice amounts due based on the total required services actually performed and completed.

Section 4. Billing and Payment.

(a) CONSULTANT shall render to COUNTY at the close of each calendar month a properly dated and itemized invoice, including, but not limited to the following information:

(1) The name and address of CONSULTANT;

(2) Contract Number;

(3) A complete and accurate record of all services performed by CONSULTANT during that month and for which COUNTY is being billed;

(4) A description of the services rendered in (3) above with sufficient detail to identify the exact nature of the work performed; and

(5) Such other information as may be required by this Agreement or requested by

COUNTY from time to time.

The original invoice must be sent to:

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Director of County Comptroller’s Office

Seminole County Board of County Commissioners

Post Office Box 8080

Sanford, Florida 32772-8080

A copy of the invoice must be sent to:

Resource Management Department

1101 East 1st Street

Sanford, Florida 32771

(b) Upon review and approval of CONSULTANT's invoice, COUNTY shall pay

CONSULTANT the approved amount in accordance with the terms as set forth in Chapter 218, Part

VII, Florida Statutes.

Section 5. Audit of Records.

(a) COUNTY may perform, or have performed, an audit of the records of

CONSULTANT at any time during the term of this Agreement and after final payment to support final payment under this Agreement. Audits may be performed at a time mutually agreeable to

CONSULTANT and COUNTY. Total compensation to CONSULTANT may be determined subsequent to an audit as provided for in this Section and the total compensation so determined will be used to calculate final payment to CONSULTANT. Conduct of this audit will not delay final payment as required by Section 4(b).

(b) CONSULTANT shall maintain all books, documents, papers, accounting records, and other evidence pertaining to work performed under this Agreement in such a manner as will readily conform to the terms of this Agreement. Contractor shall make such materials available at

CONSULTANT's office at all reasonable times during this Agreement period and for five (5) years from the date of final payment under this Agreement for audit or inspection as provided for in this

Section.

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(c) In the event any audit or inspection conducted after final payment, but within the period provided in subsection (b) of this Section, reveals any overpayment by COUNTY under the terms of this Agreement, CONSULTANT shall refund such overpayment to COUNTY within thirty

(30) days of notice by COUNTY.

Section 6. Responsibility of CONSULTANT.

(a) CONSULTANT shall provide at least one (1) key personnel assigned to COUNTY who is designated as a Chartered Financial Analyst (CFA) with a minimum of ten (10) years' experience rendering portfolio monitoring services and investment management services.

(b) COUNTY is responsible for the professional quality of services furnished by

CONSULTANT under this Agreement. CONSULTANT shall correct or revise any errors or deficiencies in its services without additional compensation.

(c) COUNTY's review, approval, acceptance payment, or any other combination of these actions under this Agreement with respect to any of the services required does not operate as a waiver of any rights under this Agreement, or of any cause of action arising out of the performance of this

Agreement. CONSULTANT is and will remain liable to COUNTY, in accordance with applicable law, for all damages to COUNTY caused by CONSULTANT's performance of any of the services furnished under this Agreement.

Section 7. Term. This Agreement will take effect on the date of its execution by

COUNTY and will remain in effect for three (3) years. At the option of COUNTY, this Agreement may be extended for two (2) one (1) year successive renewal periods.

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Section 8. Termination.

(a) COUNTY may, by written notice to CONSULTANT, terminate this Agreement, in whole or in part, at any time, either for COUNTY's convenience or because of the failure of

CONSULTANT to fulfill its obligations under this Agreement. Upon receipt of such notice:

(1) CONSULTANT shall immediately discontinue all services under this

Agreement unless the notice directs otherwise; and

(2) CONSULTANT shall deliver to COUNTY all plans, studies, reports, estimates, summaries, and such other information and materials as may have been accumulated by

CONSULTANT in performing this Agreement, whether completed or in process.

(b) If the termination is for the convenience of COUNTY, CONSULTANT will be paid compensation for services performed to the date of termination. CONSULTANT will be paid no more than a percentage of the fixed fee amount equivalent to the percentage of the completion of work contemplated by this Agreement.

(c) If the termination is due to the failure of CONSULTANT to fulfill its obligations under this Agreement, COUNTY may take over the work and carry it to completion by other agreements or otherwise. In such case, CONSULTANT will be liable to COUNTY for reasonable additional costs associated with CONSULTANT’s failure to fulfill its obligations under this

Agreement.

(d) CONSULTANT will not be liable for such additional costs if the failure to perform this Agreement arises out of causes beyond the control and without the fault or negligence of

CONSULTANT. Matters beyond the fault or negligence of CONSULTANT include, but are not limited to, acts of God or of the public enemy, acts of COUNTY in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually

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severe weather, but, in every case, the failure to perform must be beyond the control and without the fault or negligence of CONSULTANT.

(e) If after notice of termination for CONSULTANT’s failure to fulfill its obligations under this Agreement, it is determined that CONSULTANT did not so fail, the termination will be deemed to have been effected for the convenience of COUNTY. In such event, adjustment in the

Agreement price will be made as provided in subsection (b) of this Section.

(f) The rights and remedies of COUNTY provided in this clause are in addition to any other rights and remedies provided by law or under this Agreement.

Section 9. Equal Opportunity Employment. CONSULTANT shall not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, or disability. CONSULTANT shall take steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin, or disability. This provision includes, but is not limited to the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

Section 10. No Contingent Fees. CONSULTANT warrants that it has not employed or retained any company or persons, other than a bona fide employee working solely for

CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any persons, company, corporation, individual, or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, COUNTY has the right to terminate this Agreement, at its sole discretion and

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without liability, and to deduct from the Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift, or consideration.

Section 11. Assignment. Neither this Agreement nor any interest in it may be assigned, transferred, or otherwise encumbered under any circumstances by either party without prior written consent of the opposite party and only by a document of equal dignity with this Agreement.

Section 12. Subcontractors. In the event CONSULTANT, during the course of the work under this Agreement, requires the services of any subcontractors or other professional associates in connection with service covered by this Agreement, CONSULTANT shall secure the prior written approval of COUNTY. CONSULTANT will remain fully responsible for the services of subcontractors or other professional associates.

Section 13. Indemnification of COUNTY. CONSULTANT shall hold harmless, release, and indemnify COUNTY, its commissioners, officers, employees, and agents against any and all claim, losses, damages, or lawsuits for damages arising from, allegedly arising from, or related to

CONSULTANT’s provision of services under this Agreement, whether caused by CONSULTANT or otherwise. This hold harmless, release, and indemnification will include any claim based on negligence, action, or inaction of the parties.

Section 14. Insurance.

(a) General. CONSULTANT shall procure insurance required under this Section at

CONSULTANT’s own cost.

(1) CONSULTANT shall furnish COUNTY with a Certificate of Insurance on a current ACORD Form signed by an authorized representative of the insurer evidencing the insurance required by this Section (Professional Liability, Workers’ Compensation/Employer’s Liability, Commercial General Liability, and Business Auto). COUNTY, its officials, officers and employees

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must be named additional insured under the Commercial General Liability policy. If the policy provides for a blanket additional insured coverage, CONSULTANT shall provide a copy of the section of the policy along with the Certificate of Insurance. If the coverage does not exist, the policy must be endorsed to include the additional insured verbiage. The Certificate of Insurance must provide that COUNTY will be given, by policy endorsement, not less than thirty (30) days written notice prior to the cancellation or non-renewal or by a method acceptable to COUNTY. Until such time as the insurance is no longer required to be maintained by CONSULTANT, CONSULTANT shall provide COUNTY with a renewal or replacement Certificate of Insurance before expiration or replacement of the insurance for which a previous Certificate has been provided.

(2) The Certificate must contain a statement that it is being provided in accordance with this Agreement and that the insurance is in full compliance with the insurance requirements of this Agreement. The Certificate must have this Agreement number clearly marked on its face.

In lieu of the statement on the Certificate of Insurance, CONSULTANT will have the option to submit a sworn, notarized statement from an authorized representative of the insurer that the Certificate of

Insurance is being provided in accordance with this Agreement and that the insurance is in full compliance with the requirements of this Section.

(3) In addition to providing the Certificate of Insurance on a current ACORD

Form, upon request as required by COUNTY, CONSULTANT shall provide COUNTY with a certified copy of each of the policies of insurance providing the coverage required by this Section within thirty (30) days after receipt of the request. Certified copies of policies may only be provided by the insurer, not the agent or broker.

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(4) Neither approval by COUNTY nor failure to disapprove the insurance furnished by CONSULTANT will relieve CONSULTANT of its full responsibility for performance of any obligation, including CONSULTANT’s indemnification of COUNTY under this Agreement.

(b) Insurance Company Requirements. Insurance companies providing the insurance under this Agreement must meet the following requirements:

(1) Companies issuing policies (other than Workers’ Compensation) must be authorized to conduct business in the State of Florida and prove this authorization by maintaining

Certificates of Authority issued to the companies by the Florida Office of Insurance Regulation.

(2) In addition, such companies must have and maintain, at a minimum, a Best’s

Rating of "A-" and a minimum Financial Size Category of "VII" according to A.M. Best Company.

(3) If, during the period which an insurance company is providing the insurance coverage required by this Agreement, an insurance company (i) loses its Certificate of Authority, or

(ii) fails to maintain the requisite Best’s Rating and Financial Size Category, then CONSULTANT shall immediately notify COUNTY as soon as CONSULTANT has knowledge of any such circumstance and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as

CONSULTANT has replaced the unacceptable insurer with an insurer acceptable to COUNTY, CONSULTANT will be deemed to be in default of this Agreement.

(c) Specifications. Without limiting any of the other obligations or liability of

CONSULTANT, CONSULTANT shall procure, maintain, and keep in force amounts and types of insurance conforming to the minimum requirements set forth in this subsection at CONSULTANT’s sole expense. Except as otherwise specified in this Agreement, the insurance must become effective upon execution of this Agreement by CONSULTANT and must be maintained in force until the

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expiration of this Agreement’s term or the expiration of all Work Orders issued under this Agreement, whichever comes first. Failure by CONSULTANT to maintain insurance coverage within the stated period and in compliance with insurance requirements of COUNTY shall constitute a material breach of this Agreement, for which COUNTY may immediately terminate this Agreement. The amounts and types of insurance must conform to the following minimum requirements:

(1) Workers’ Compensation/Employer’s Liability.

(A) CONSULTANT’s insurance must cover CONSULTANT for liability which would be covered by the latest edition of the standard Workers’ Compensation policy as filed for use in Florida by the National Council on Compensation Insurance without restrictive endorsements. CONSULTANT is also responsible for procuring proper proof of coverage from its subcontractors of every tier for liability which is a result of a Workers’ Compensation injury to the subcontractors’ employees. The minimum required limits to be provided by both CONSULTANT and its subcontractors are outlined in subsection (C) below. In addition to coverage for the Florida

Workers’ Compensation Act, where appropriate, coverage must be included for the United States

Longshoremen and Harbor Workers’ Compensation Act, Federal Employees’ Liability Act, and any other applicable Federal or State law.

(B) Subject to the restrictions of coverage found in the standard Workers’

Compensation policy, there must be no maximum limit on the amount of coverage for liability imposed by the Florida Workers’ Compensation Act, the United States Longshoremen’s and Harbor

Workers’ Compensation Act, or any other coverage customarily insured under Part One of the standard Workers’ Compensation policy.

(C) The minimum amount of coverage under Part Two of the standard

Workers’ Compensation policy is required to be:

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$500,000.00 (Each Accident)

$500,000.00 (Disease-Policy Limit)

$500,000.00 (Disease-Each Employee)

(2) Commercial General Liability.

(A) CONSULTANT’s insurance must cover CONSULTANT for those sources of liability which would be covered by the latest edition of the standard Commercial General

Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida by the Insurance

Services Office without the attachment of restrictive endorsements other than the elimination of

Coverage C, Medical Payment and the elimination of coverage for Fire Damage Legal Liability.

(B) The minimum limits to be maintained by CONSULTANT (inclusive of any amounts provided by an Umbrella or Excess Policy) is required to be:

General Aggregate Two Times (2x) the Each Occurrence Limit

Personal & Advertising $1,000,000.00

Injury Limit

Each Occurrence Limit $1,000,000.0

(3) Professional Liability Insurance. CONSULTANT shall carry Professional

Liability Insurance with limits of not less than One Million and No/100 Dollars ($1,000,000.00).

(4) Business Auto Policy.

(A) CONSULTANT's insurance must cover CONSULTANT for those sources of liability which would be covered by Part IV of the latest edition of the standard Business

Auto Policy (ISO Form CA 00 01) as filed for use in the State of Florida by the Insurance Services

Office, without the attachment of restrictive endorsements. Coverage must include owned, non-owned and hired autos or any autos.

(B) The minimum limits to be maintained by CONSULTANT (inclusive of any amounts provided by an Umbrella or Excess policy) must be per-accident combined single limit for bodily injury liability and property damage liability. If the coverage is subject to an

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aggregate, CONSULTANT shall maintain separate aggregate limits of coverage applicable to claims arising out of or in connection with the work under this Agreement. The separate aggregate limits to be maintained by CONSULTANT must be a minimum of three times (3x) the per-accident limit required and must apply separately to each policy year or part of it.

(C) The minimum amount of coverage under the Business Auto Policy is required to be:

Each Occurrence Bodily $1,000,000.00

Injury and Property Damage

Liability Combined

(d) Coverage. The insurance provided by CONSULTANT pursuant to this Agreement must apply on a primary and non-contributory basis and any other insurance or self-insurance maintained by COUNTY or COUNTY’s officials, officers or employees must be in excess of and not contributing to the insurance provided by or on behalf of CONSULTANT.

(e) Occurrence Basis. The Workers’ Compensation policy, the Commercial General

Liability and the Umbrella policy required by this Agreement must be provided on an occurrence rather than a claims-made basis. The Professional Liability insurance policy may be on an occurrence basis or claims-made basis. If a claims-made basis, the coverage must respond to all claims reported within three (3) years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis.

(f) Obligations. Compliance with the foregoing insurance requirements will not relieve

CONSULTANT, its employees or its agents of liability from any obligation under this Section or any other provision of this Agreement.

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Section 15. Dispute Resolution.

(a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties shall exhaust COUNTY dispute resolution procedures prior to filing a lawsuit or otherwise pursuing legal remedies. COUNTY dispute resolution procedures for proper invoice and payment disputes are set forth in Section 22.15, "Prompt Payment Procedures," Seminole

County Administrative Code. Contract claims include all controversies and disputes between the parties under this Agreement, except disputes addressed by the "Prompt Payment Procedures" arising under this Agreement within the dispute resolution procedures set forth in Section 3.5540, "Contract

Claims," Seminole County Administrative Code.

(b) In any lawsuit or legal proceeding arising under this Agreement, CONSULTANT hereby waives any claim or defense based on facts or evidentiary materials that were not presented for consideration in COUNTY dispute resolution procedures set forth in subsection (a) above of which CONSULTANT had knowledge and failed to present during COUNTY dispute resolution procedures.

(c) In the event that COUNTY dispute resolution procedures are exhausted and a lawsuit or legal proceeding is filed, the parties shall exercise best efforts to resolve disputes through voluntary mediation and to select a mutually acceptable mediator. The parties participating in the mediation shall share the costs of mediation equally.

Section 16. Representative of COUNTY and CONSULTANT.

(a) It is recognized that questions in the day-to-day conduct of performance pursuant to this Agreement may arise. COUNTY, upon request by CONSULTANT, shall designate in writing advise CONSULTANT in writing, of one or more COUNTY employees to whom to address all communications pertaining to the day-to-day conduct of this Agreement. The designated

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representative will have the authority to transmit instructions, receive information, and interpret and define COUNTY's policy and decisions pertinent to the work covered by this Agreement.

(b) At all times during the normal work week, CONSULTANT shall designate or appoint one or more representatives of CONSULTANT who are authorized to act on behalf of

CONSULTANT and bind CONSULTANT regarding all matters involving the conduct of the performance pursuant to this Agreement, and who will keep COUNTY continually advised of such designation.

Section 17. All Prior Agreements Superseded. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained in this Agreement, and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained or referred to in this Agreement. Accordingly, it is agreed that no deviation from the terms of this Agreement will be predicated upon any prior representations or agreements whether oral or written.

Section 18. Modifications, Amendments, or Alterations. No modification, amendment, or alteration in the terms or conditions contained in this Agreement will be effective unless contained in a written amendment executed with the same formality and of equal dignity with this Agreement.

Section 19. Independent CONSULTANT. Nothing in this Agreement is intended or may be construed as, in any manner, creating, or establishing a relationship of co-partners between the parties or as constituting CONSULTANT, including its officers, employees, and agents as an agent, representative, or employee of COUNTY for any purpose or in any manner whatsoever.

CONSULTANT is to be and will remain an independent CONSULTANT with respect to all services

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performed under this Agreement. This Agreement constitutes an arm’s length agreement between

COUNTY and CONSULTANT.

Section 20. Employee Status. Persons employed by CONSULTANT in the performance of services and functions pursuant to this Agreement will have no claim to pension, workers' compensation, unemployment compensation, civil service, or other employee rights or privileges granted to COUNTY's officers and employees either by operation of law or by COUNTY.

Section 21. Services Not Provided For. No claim for services furnished by

CONSULTANT not specifically provided for in this Agreement will be honored by COUNTY.

Section 22. Public Records Law.

(a) CONSULTANT acknowledges COUNTY’s obligations under Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statues, to release public records to members of the public upon request. CONSULTANT acknowledges that COUNTY is required to comply with

Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling of the materials created under this Agreement and this statute controls over the terms of this Agreement.

Upon COUNTY’s request, CONSULTANT shall provide COUNTY with all requested public records in CONSULTANT’s possession, or shall allow COUNTY to inspect or copy the requested records within a reasonable time and at a cost that does not exceed costs as provided under Chapter

119, Florida Statutes.

(b) CONSULTANT specifically acknowledges its obligations to comply with Section

119.071, Florida Statutes, with regard to public records and shall perform the following:

(1) CONSULTANT shall keep and maintain public records that ordinarily and necessarily would be required by COUNTY in order to perform the services required under this

Agreement.

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(2) CONSULTANT shall provide the public with access to public records on the same terms and conditions that COUNTY would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

(3) CONSULTANT shall ensure public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law.

(c) Upon termination of this Agreement, CONSULTANT shall transfer, at no cost to

COUNTY, all public records in possession of CONSULTANT, or keep and maintain public records required by COUNTY under this Agreement. If CONSULTANT transfers all public records to

COUNTY upon completion of this Agreement, CONSULTANT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If

CONSULTANT keeps and maintains the public records upon completion of this Agreement, CONSULTANT must meet all applicable requirements for retaining public records. All records stored electronically must be provided to COUNTY, upon request of COUNTY, in a format that is compatible with the information technology systems of COUNTY.

(d) Failure to comply with this Section will be deemed a material breach of this

Agreement for which COUNTY may terminate this Agreement immediately upon written notice to

CONSULTANT. CONSULTANT may also be subject to statutory penalties as set forth in Section

119.10, Florida Statutes.

(e) IF CONSULTANT HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

CONSULTANT’s DUTY TO PROVIDE PUBLIC RECORDS RELATING TO

THIS CONTRACT, CONSULTANT MAY CONTACT THE CUSTODIAN OF

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PUBLIC RECORDS, THE SEMINOLE COUNTY PURCHASING AND

CONTRACTS MANAGER, AT 407-665-7116,

PURCH@SEMINOLECOUNTYFL.GOV, PURCHASING AND

CONTRACTS DIVISION, 1301 E. SECOND STREET, SANFORD, FL 32771.

Section 23. Patents and Royalties. Unless otherwise provided, CONSULTANT is solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. CONSULTANT, without exception, shall indemnify and save harmless COUNTY and its employees from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or supplied by CONSULTANT. In the event of any claim against COUNTY of copyright or patent infringement, COUNTY shall promptly provide written notification to CONSULTANT. If such a claim is made, CONSULTANT shall use its best efforts to promptly purchase for COUNTY any infringing products or services or procure a license at no cost to COUNTY which will allow continued use of the service or product. If none of the alternatives are reasonably available, COUNTY shall return the article on request to CONSULTANT and receive reimbursement, if any, as may be determined by a court of competent jurisdiction.

Section 24. Notices. Whenever either party desires to give notice to the other, it must be given by written notice sent by certified United States mail, return receipt requested addressed to the party for whom it is intended at the place last specified and the place for giving of notice will remain such until it has been changed by written notice in compliance with the provisions of this Section.

For the present, the parties designate the following as the respective places for giving of notice:

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For COUNTY:

Resource Management Department

1101 East 1st Street

Sanford, Florida 32771

For CONSULTANT:

Section 25. Rights At Law Retained. The rights and remedies of COUNTY provided under this Agreement are in addition to any other rights and remedies provided by law.

Section 26. Compliance with Laws and Regulations. In providing all services pursuant to this Agreement, CONSULTANT shall abide by all statutes, ordinances, rules, and regulations pertaining to or regulating the provisions of such services, including those now in effect and subsequently adopted. Any violation of these statutes, ordinances, rules, or regulations will constitute a material breach of this Agreement and will entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to CONSULTANT.

Section 27. Conflict of Interest.

(a) CONSULTANT shall not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with COUNTY or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government.

(b) CONSULTANT hereby certifies that no officer, agent, or employee of COUNTY has any material interest (as defined in Section 112.312(15), Florida Statutes, as over 5%) either directly or indirectly, in the business of CONSULTANT to be conducted here and that no such person will have any such interest at any time during the term of this Agreement.

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(c) Pursuant to Section 216.347, Florida Statutes, CONSULTANT hereby agrees that monies received from COUNTY pursuant to this Agreement will not be used for the purpose of lobbying the Legislature or any other State or Federal agency.

Section 28. Representations. The person executing this Agreement on behalf of each party represents: (a) he or she has the position with the respective party designated below; (b) this document has been reviewed and duly approved for binding execution by the respective party with all the formalities required by law; and (c) he or she is authorized to execute this Agreement as a legal, valid, and binding agreement on behalf of the respective party.

Section 29. Headings and Captions. All headings and captions contained in this

Agreement are provided for convenience only, do not constitute a part of this Agreement, and may not be used to define, describe, interpret, or construe any provision of this Agreement.

IN WITNESS WHEREOF, the parties have made and executed this Agreement for the purposes stated above.

ATTEST: ___________________________

By:

, Secretary , President

(CORPORATE SEAL) Date:

[Signatory page continues on Page 20.]

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SEMINOLE COUNTY, FLORIDA

By:

Witness TAMMY ROBERTS, Procurement Administrator

Print Name

Date:

Witness

Print Name

For the use and reliance As authorized for execution by the Board of of Seminole County only. County Commissioners at its ____________

20_____, regular meeting.

Approved as to form and legal sufficiency.

County Attorney

RM

4/29/22

T:\Users\Legal Secretary CSB\Purchasing 2022\RFP-604354.docx

Attachment:

Exhibit A - Scope of Services and Fee Structure