Draft_Agreement.pdf

AGREEMENT

THIS AGREEMENT, by and between LEON COUNTY, FLORIDA, a charter county and a political subdivision of the State of Florida, hereinafter referred to as the ("County"), and <<VENDOR NAME>>, hereinafter referred to as the ("Contractor"), both collectively referred to as (the “Parties”) is entered into as of the date of last signature below (“Effective Date”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SERVICES TO BE PROVIDED

The Contractor agrees to provide its services to the County to perform Work related to the Supervisor of Elections Building Roof and HVAC Replacement (“Project”), set forth in: 1) Bid# BC-06-28-21-30, attached hereto and incorporated herein as Exhibit A; and 2) the Contractor’s bid submission, attached hereto and incorporated herein as Exhibit B (collectively “Work”).

If any provision contained in this Agreement conflicts with any provision in Exhibit A or Exhibit B, the provision contained in this Agreement shall govern and control.

2. WORK

Contractor understands that no amount of Work is guaranteed to it nor is the County under any obligation to utilize the services of the Contractor in those instances where the Work to be performed can be done by County personnel or under separate contract. Any Work to be performed shall be upon the written request of the County Administrator or his designee, which request shall set forth the commencement date of such Work and the time within which such Work shall be completed.

The performance of Leon County of any of its obligations under this Agreement shall be subject to and contingent upon the availability of funds lawfully expendable for the purposes of this Agreement for the current and any future periods provided for within the bid specifications.

In their discretion, the Parties may negotiate for any related products or Work not specifically addressed herein, provided that this Agreement does not create any enforceable obligations regarding such products and Work.

3. TIME AND LIQUIDATED DAMAGES

The Work to be performed under this Agreement shall be commenced within fifteen (15) days of the Notice to Proceed.

All Work to be performed under this Agreement shall be completed to final completion within one hundred twenty (120) consecutive calendar days of the Notice to Proceed. If the Work to be performed under this Agreement is not completed within the time set forth above, or within such extra time as may be granted by the County, the Contractor shall be deemed to be in default. For each day the Contractor is in default, the Contractor or its Surety shall pay to the County, not as a penalty, but as liquidated damages, the sum of $500.00.

Permitting the Contractor to continue and finish the Work or any part of it after the expiration of this Agreement time allowed, including extensions, if any, shall in no way act as a waiver on the part of the County of the liquidated damages due under this Agreement.

4. TIME OF THE ESSENCE

Unless the initial term is extended as provided in this Agreement or as may otherwise be agreed by the Parties in writing, all duties, obligations, and responsibilities of the Contractor required by this Agreement shall be completed to final completion within one hundred twenty (120) consecutive calendar days of the Notice to Proceed. Time is of the essence in performing the duties, obligations, and responsibilities required by this Agreement.

5. CONTRACT SUM

The Contractor agrees that for the performance of the Work as outlined in Section 1 above, it shall be remunerated by the County for a total sum of $XXX,XXX on completion of the Work and acceptance as satisfactory.

AGREEMENT BETWEEN LEON COUNTY AND <<VENDOR NAME>>

BC-06-28-21-30

6. PAYMENTS TO THE CONTRACTOR

A. Pay Requests. The Contractor shall submit to the County via the Architect an AIA G702 – Application and Certificate for Payment accompanied by an AIA G703 – Continuation Sheet or approved equivalent documents. Pay requests shall be sworn statements based upon the progress made and submitted to the County via the Project architect on a monthly basis. Payment by the County to the Contractor of the statement amount shall be made within twenty

(20) days of approval by the Project architect and submittal to the County. Five percent (5%) retainage shall be held at the discretion of the County until completion of the Work.

B. Final Payment. Final payment constituting the unpaid balance of the cost for the performance of the Work shall be due and payable within 45 days of the delivery of the Project to the County, finished and ready for beneficial occupancy, or when the County occupies the Project, whichever event first occurs provided that the Project be then substantially completed and this Agreement substantially performed. However, if there should remain any items of the Work to be completed, the Contractor and the Project architect shall list those items prior to receiving final payment and the County may retain a sum equal to two hundred percent (200%) of the estimated cost of completing any unfinished items of Work and the applicable portion of the Contractor's retainage, provided that said unfinished items are listed separately and estimated cost of completing any unfinished items are likewise listed separately.

Thereafter, County shall pay to the Contractor, monthly, the amount retained from each incomplete item after each of said items is completed.

C. Payments to Subcontractors. The Contractor shall promptly, but not later than 10 days after receipt of payment from the County, pay all the amount due subcontractors less a retainage of five percent (5%). If there should remain items of Work to be completed, the Contractor shall list those items required for completion and the Contractor shall require the retainage of a sum equal to two hundred percent (200%) of the estimated cost of completing said unfinished items, provided that said unfinished items are listed separately and the estimated cost of completing said unfinished items are likewise listed separately. Thereafter, the Contractor shall pay to the subcontractors, monthly, the amount retained for each incomplete item after each of said items is completed. Before issuance of final payment without any retainage, the subcontractor shall submit satisfactory evidence that all payrolls, material bills and other indebtedness connected with the Project have been paid or otherwise satisfied, warranty information is complete, as-built markups have been submitted and instruction for the County 's operating and maintenance personnel is complete. Final payment may be made to certain select subcontractors whose items of Work are satisfactorily completed prior to the total completion of the Project but only upon approval of the County.

D. Delayed Payments by County. If the County shall fail to pay the Contractor within twenty (20) days of the receipt of an approved payment request from the Contractor, then the Contractor may, upon fourteen (14) additional days advance written notice to the County, stop the Project until payment of the amount requested has been received, provided that the payment request has been submitted in sufficient detail to comply with the guidelines of the Office of the Clerk of the Circuit Court for Leon County. In the event that there is a dispute in the amount of the pay request, then only the disputed amount shall be held until resolved and the undisputed amount shall be paid within the time limits as stated within this Section 6. If undisputed amounts are timely paid, then the Contractor shall not stop the Project in any fashion and the progress of the Project shall not be interrupted. Both Parties agree that best efforts shall be made to resolve the disputed amount.

E. Payment for Materials and Equipment. Payments will be made in accordance with this Section 6 for material and equipment not incorporated in the Work but delivered and suitably stored at the Project site (or another location, subject to prior approval and acceptance by the County on each occasion).

7. PROMPT PAYMENT INFORMATION REQUIREMENTS AND NOTICES

A. The County Project Manager is:

Name:

Street Address:

City, State, Zip Code:

Telephone:

E-mail:

B. The Contractor’s Project Manager is:

City, State, Zip Code:

C. Notices to the Contractor are to be submitted to:

City, State, Zip Code:

D. Payment requests ___ will ___ will not be subject to review by an agent. If yes, the agent is:

City, State, Zip Code:

E. Payment requests are to be submitted to:

City, State, Zip Code:

F. Proper form for a payment request for this Agreement is:

A numbered document with date of invoice; reference to the County purchase order number; itemized listing of all goods and services being billed with unit prices and extended pricing; vendor’s name, address, billing contact person information, and Federal tax identification number. The invoice must be properly addressed to the Division listed on the County purchase order and delivered to that address. Delivery to another County address will void the invoice, and it shall be of no force and effect.

G. Payment Dispute Resolution: Section 14.1 of the Leon County Purchasing Policy details the policy and procedures for payment disputes under this Agreement.

8. DISPUTES/REMEDIES

A. All disputes arising under or relating to this Agreement shall be resolved in accordance with this Section, except for disputes related to payments and payment disputes, which shall be addressed and resolved in accordance with Leon County Policy 96-1, as amended.

B. The Parties shall attempt to resolve all disputes that arise under this Agreement in good faith and in accordance with the following procedure:

1) The aggrieved Party shall give written notice to the other Party setting forth the nature of the dispute, date of occurrence (if known), and proposed equitable resolution.

2) Representatives of both Parties shall meet at the earliest opportunity to discuss and resolve the dispute. If the dispute is resolved to the mutual satisfaction of both, they shall report their decision to the Parties in writing.

3) If those representatives are unable to reconcile the dispute, they shall report their impasse to the appropriate County Director and the Contractor’s designee, who, at their earliest opportunity, shall meet and attempt to reconcile the dispute.

4) Should the Director and the Contractor’s designee fail to resolve the dispute, they shall report their impasse to the County Administrator, or authorized representative, and the Contractor’s designee, who, at their earliest opportunity, shall review and attempt to resolve the dispute.

5) If the County Administrator and the Contractor’s designee are not able to amicably resolve the dispute within fifteen (15) business days after the impasse is reported to them, then either Party can pursue whatever forms of relief that may be available to it under this Agreement, at law, or in equity.

9. STATUS

The Contractor at all times relevant to this Agreement shall be an independent contractor and in no event shall the Contractor nor any employees or subcontractors under it be considered to be employees of the County.

10. INSURANCE

Contractor shall, at its sole expense, procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by the Contractor, its agents, representatives, employees or subcontractors. The cost of such insurance shall be included in the Contractor’s bid.

A. Minimum Limits of Insurance. Contractor shall maintain limits no less than:

1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial general liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.

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

(non-owned, hired car).

3) Workers’ Compensation and Employers Liability: insurance covering all employees meeting statutory limits in compliance with the applicable state and Federal laws and employer’s liability with a limit of $500,000 per accident, $500,000 disease policy limit, $500,000 disease each employee. Waiver of subrogation in lieu of additional insured is required.

4) Pollution Liability Insurance and/or Environmental Impairment Liability Insurance: $1,000,000 per occurrence and $2,000,000 annual aggregate. The coverage shall provide protection for the site owners and operators against third-party liability for bodily injury, property damage and cleanup cost as a result of a pollution event on, at, under or coming from the insured’s covered location and/or which may arise from, or in connection with, the performance by the insured, its agents, representatives, employees and/or members (County is to be named as Additional Insured).

B. Deductibles and Self-Insured Retentions

Any deductibles or self-insured retentions must be declared to and approved by the County. At the option of the County, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the County, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

C. Other Insurance Provisions:

The policies are to contain, or be endorsed to contain, the following provisions:

1) General Liability and Automobile Liability Coverages (County is to be named as Additional Insured).

a. The County, its officers, officials, employees and volunteers are to be covered as insureds as respects;

liability arising out of activities performed by or on behalf of the Contractor, including the insured’s general supervision of the Contractor; products and completed operations of the Contractor;

premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protections afforded the County, its officers, officials, employees or volunteers.

b. The Contractor’s insurance coverage shall be primary insurance as respects the County, it officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the County, its officers, officials, employees or volunteers shall be in excess of the Contractor’s insurance and shall not contribute with it.

c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the County, its officers, officials, employees or volunteers.

d. The Contractor’s insurance shall apply separately to each insured against whom claims are made or suit is brought, except with respect to the limits of the insurer’s liability.

2) All Coverages

Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the County.

D. Acceptability of Insurers. Insurance is to be placed with insurers with a Best’s rating of no less than A:VII.

E. Verification of Coverage. Contractor shall furnish the County with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by the County before Work commences. The County reserves the right to require complete, certified copies of all required insurance policies at any time.

F. Subcontractors. Contractors shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all the requirements stated herein.

11. PERMITS

The Contractor shall obtain all necessary permits as required by law to lawfully perform the obligations under this Agreement.

12. LICENSES & REGISTRATIONS

The Contractor shall be responsible for obtaining and maintaining any licenses, certifications, and/or registrations required pursuant to the laws of Leon County, the City of Tallahassee, or the State of Florida, or any other applicable state or Federal law. Should the Contractor, by reason of revocation, failure to renew, or any other reason, fail to maintain its license, certification, and/or registration necessary to operate, the Contractor shall be in default of this Agreement as of the date such license, certification, and/or registration is lost.

The Contractor shall be registered to do business with the Florida Department of State prior to execution of this Agreement unless Contractor provides written verification of its exempt status (see applicable sections of Title XXXVI, Chapters 605 through 623, Florida Statutes).

13. WARRANTY OF PERFORMANCE

A. Warranty

The Contractor represents and warrants that it possesses the knowledge, skill, experience, and financial capability required to perform and provide all Work under this Agreement and that each person and entity that will perform the Work is duly qualified to perform such Work by all appropriate governmental authorities, where required, and is sufficiently experienced and skilled in the area(s) for which such person or entity will perform such Work. The Contractor represents and warrants that the Work shall be performed in a skillful and respectful manner, and that the quality of all such Work shall equal or exceed prevailing industry standards for the performance of such Work.

B. Breach of Warranty

In entering into this Agreement, the Contractor acknowledges that the County is materially relying on the warranties stated in this Section 13. The County shall be entitled to recover any damages it incurs to the extent any such warranty is untrue. In addition, if any such warranty is untrue, the County shall have the right, at its sole discretion, to terminate this Agreement without any further liability to the County, to deduct from any amounts due Contractor under this Agreement the full amount of any value paid in violation of a warranty, and to recover all sums paid to Contractor under this Agreement.

14. ASSIGNMENTS

This Agreement shall not be assigned or sublet in whole or in part without the written consent of the County nor shall the Contractor assign any monies due or to become due to it hereunder without the previous written consent of the County.

15. PAYMENT AND PERFORMANCE BOND

A Payment and Performance Bond in the amount of 100% of the estimated Project cost shall be supplied by the Contractor at the time of Agreement execution. Also, a Payment and Material Bond for the contract sum, as set forth in Section 5 above, shall be supplied by the Contractor at the same time.

Payment and Performance and Material Bonds shall provide that, in the event of non-performance on the part of the Contractor the bond can be presented for honor and acceptance at an authorized representative or institution located in Tallahassee, Florida. The Payment and Performance Bond shall be in the following form:

PUBLIC CONSTRUCTION BOND

Bond No.(enter bond number)

BY THIS BOND, We , as Principal and a corporation, as Surety, are bound to , herein called Owner, in the sum of $ , for payment of which we bind ourselves, our heirs, personal representatives, successors, and assigns, jointly and severally.

THE CONDITION OF THIS BOND is that if Principal:

1. Performs the Agreement dated , between Principal and Owner for construction of , the Agreement being made a party of this bond by reference, at the time and in the manner prescribed in the contract; and

2. Promptly makes payments to all claimants, as defined in Section 255.05(1), Florida Statutes, supplying Principal with labor, materials, or supplies, used directly or indirectly by Principal in the prosecution of the Work provided for in the Agreement; and

3. Pays Owner all losses, damages, expenses, costs, and attorney’s fees, including appellate proceedings, that Owner sustains because of a default by Principal under the contract; and

4. Performs the guarantee of all Work and materials furnished under the Agreement for the time specified in the Agreement, then this bond is void; otherwise it remains in full force.

Any action instituted by a claimant under this bond for payment must be in accordance with the notice and time limitation provisions in Section 255.05(2), Florida Statutes.

Any changes in or under the Agreement documents and compliance or noncompliance with any formalities connected with the Agreement or the changes does not affect Surety’s obligation under this bond.

DATED on this the day of , 20__.

(Name of Principal)

By:

(As Attorney-In-Fact)

(Name of Surety)

Payment bonds executed as a result of the requirements herein by a surety shall make reference to Section 255.05, Florida Statutes, by number and shall contain reference to the notice and time limitation provisions in Section 255.05, Florida Statutes.

16. INDEMNIFICATION

The Contractor shall indemnify and hold harmless the County, its officials, officers and employees from and against all claims, liabilities, damages, losses, costs, including, but not limited to, reasonable attorneys’ fees, or suits of any nature whatsoever arising out of, because of, or due to any acts or omissions of the Contractor, its delegates, employees and agents arising out of or under this Agreement.

The County may, at its sole option, defend itself or require the Contractor to provide the defense. The Contractor acknowledges that ten dollars of the contract sum paid to the Contractor, and the promises and covenants herein, constitute sufficient consideration for the Contractor's indemnification of the County, its officials, officers and employees.

It is understood that the Contractor’s responsibility to indemnify and defend the County, its officials, officers and employees is limited to the Contractor’s proportionate share of liability caused by the negligent acts or omissions of the Contractor, its delegates, agents or employees.

17. MINORITY BUSINESS ENTERPRISE (M/WBE) PARTICIPATION

The Contractor shall meet or exceed the M/WBE participation levels stated in the Contractor’s M/WBE Participation Statement included as part of the Contractor’s response for this Project (see Exhibit B, attached hereto and made a part hereof).

The Contractor shall provide a monthly report to the Leon County Minority, Women and Small Business Enterprise Division (“Division”) in a format and manner prescribed by the Division. The report shall, at a minimum, indicate the business name of each certified Minority Business Enterprise or Women Business Enterprise subcontractor utilized, the amount paid, the type of work performed, the appropriate invoice date, and the payment date to the Division.

Should Contractor’s subcontractor utilization fall below the level required in this Agreement or should Contractor substitute M/WBE subcontractors without prior written approval of the Division, the Contractor may be in breach of the Agreement. Contractors found in breach of the Agreement with the County may be suspended from bidding on and/or participating in any future County projects for up to three (3) years as provided in Section 15 of the Purchasing Policy 96- 1, as may be amended.

Any change in the subcontractor utilization as listed on the participation plan (Exhibit B), must be approved by the Division. Should the Contractor determine that a M/WBE subcontractor named in their participation plan submittal is unavailable or cannot perform any items of the Work, the Contractor shall request a change order. Such change order must be submitted to the Division in writing at 315 S. Calhoun Street, Suite 450, Tallahassee, Florida 32301 or by email to Darryl Jones, Deputy Director at DJones@oevforbusiness.org, LaTanya Raffington at lraffington@oevforbusiness.org, or Shanea Wilks at swilks@oevforbusiness.org.

18. AUDITS, RECORDS, AND RECORDS RETENTION

The Contractor agrees:

A. To establish and maintain books, records, and documents (including electronic storage media) in accordance with generally accepted accounting procedures and practices, which sufficiently and properly reflect all revenues and expenditures of funds provided by the County under this Agreement.

B. To retain all client records, financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to this Agreement for a period of five (5) years after termination of the Agreement, or if an audit has been initiated and audit findings have not been resolved at the end of five (5) years, the records shall be retained until resolution of the audit findings or any litigation which may be based on the terms of this Agreement.

C. Upon completion or termination of this Agreement and at the request of the County, the Contractor will cooperate with the County to facilitate the duplication and transfer of any said records or documents during the required retention period as specified in Subsection B above.

D. To assure that these records shall be subject at all reasonable times to inspection, review, or audit by Federal, state, or other personnel duly authorized by the County.

E. That persons duly authorized by the County and Federal auditors, pursuant to 45 CFR, Part 92.36(I)(10), shall have full access to and the right to examine this Agreement and related records and documents, regardless of the form in which kept, at all reasonable times for as long as records are retained.

F. To include these aforementioned audit and record keeping requirements in all approved subcontracts and assignments.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,

FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:

LEON COUNTY PURCHASING DIVISION

ATTN: SHELLY KELLEY, PURCHASING DIRECTOR

1800-3 N. BLAIRSTONE ROAD

TALLAHASSEE, FLORIDA 32308

PHONE: 850-606-1600

EMAIL: KELLEYS@LEONCOUNTYFL.GOV

mailto:DJones@oevforbusiness.org mailto:lraffington@oevforbusiness.org mailto:swilks@oevforbusiness.org

19. MONITORING

The Agreement will require the Contractor to permit persons duly authorized by the County to inspect any records, papers, documents, facilities, goods, and Work of the Contractor which are relevant to this Agreement, and interview any clients and employees of the provider to assure the County of satisfactory performance of the terms and conditions of this Agreement.

Following such evaluation, the County will deliver to the Contractor a written report of its findings and will include written recommendations with regard to the Contractor’s performance of the terms and conditions of this Agreement. The Contractor will correct all noted deficiencies identified by the County within the specified period of time set forth in the recommendations.

The Contractor’s failure to correct noted deficiencies may, at the sole and exclusive discretion of the County, result in any one or any combination of the following: (1) the Contractor being deemed in breach or default of this Agreement; (2) the withholding of payments to the Contractor by the County; and (3) the termination of this Agreement for cause.

20. TERMINATION

Leon County may terminate this Agreement without cause, by giving the Contractor thirty (30) days written notice of termination. Either party may terminate this Agreement for cause by giving the other party hereto thirty (30) days written notice of termination. The County shall not be required to give Contractor such thirty (30) day written notice if, in the opinion of the County, the Contractor is unable to perform its obligations hereunder, or in the County's opinion, the Work being performed is not satisfactory. In such case, the County may immediately terminate the Agreement effective upon mailing a notice of termination to the Contractor.

21. PUBLIC ENTITY CRIMES STATEMENT

In accordance with Section 287.133, Florida Statutes, Contractor hereby certifies that to the best of its knowledge and belief neither Contractor nor its affiliates has been convicted of a public entity crime.

22. UNAUTHORIZED ALIEN(S)

The Contractor agrees that unauthorized aliens shall not be employed nor utilized in the performance of the requirements of this Agreement. The County shall consider the employment or utilization of unauthorized aliens a violation of Section 274A(e) of the Immigration and Naturalization Act (8 U.S.C. 1324a). Such violation shall be grounds for termination of this Agreement by the County.

23. EMPLOYMENT ELIGIBILITY VERIFICATION

A. Contractor agrees that it will enroll and participate in the federal E-Verify Program for Employment Verification under the terms provided in the “Memorandum of Understanding” governing the program. Contractor further agrees to provide to the County, within thirty days of the Effective Date of this Agreement, documentation of such enrollment in the form of a copy of the E-Verify “Edit Company Profile screen,” which contains proof of enrollment in the E-Verify Program (this page can be accessed from the “Edit Company Profile” link on the left navigation menu of the E-Verify employer’s homepage).

B. Contractor further agrees that it will require each subcontractor that performs Work under this Agreement to enroll and participate in the E-Verify Program within sixty days of the Effective Date of this Agreement or within sixty days of the Effective Date of the Agreement between the Contractor and the subcontractor, whichever is later. The Contractor shall obtain from the subcontractor(s) a copy of the “Edit Company Profile” screen indicating enrollment in the E-Verify Program and make such record(s) available to the County upon request.

C. Contractor will utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of: (a) all persons employed during the term of this Agreement by Contractor to perform employment duties within Florida; and (b) all persons (including subcontractors) assigned by Contractor to perform Work pursuant to this Agreement.

1) Contractor must use E-Verify to initiate verification of employment eligibility for all persons employed during the term of this Agreement by Contractor to perform employment duties within Florida within 3 business days after the date of hire.

2) Contractor must initiate verification of each person (including subcontractors) assigned by Contractor to perform Work pursuant to the Agreement within 60 calendar days after the date of execution of this Agreement or within 30 days after assignment to perform Work pursuant to this Agreement, whichever is later.

D. Contractor further agrees to maintain records of its participation and compliance with the provisions of the E-Verify program, including participation by its subcontractors as provided above, and to make such records available to the County or other authorized state entity consistent with the terms of the Memorandum of Understanding.

E. Compliance with the terms of this Employment Eligibility Verification provision is made an express condition of this Agreement and the County may treat a failure to comply as a material breach of this Agreement.

24. NON-WAIVER

Failure by the County to enforce or insist upon compliance with any of the terms or conditions of this Agreement or failure to give notice or declare this Agreement terminated shall not constitute a general waiver or relinquishment of the same, or of any other terms, conditions or acts; but the same shall be and remain at all times in full force and effect.

25. DELAY

No claim for damages or any claim other than for an extension of time shall be made or asserted against the County by reason of any delays. The Contractor shall not be entitled to an increase in the contract sum or payment or compensation of any kind from the County for direct, indirect, consequential, impact or other costs, expenses or damages, including but limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference or hindrance from any cause whatsoever, whether such delay, disruption, interference or hindrance be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable; provided, however, that this provision shall not preclude recovery of damages by the Contractor for hindrances or delays due solely to fraud, bad faith, or active interference on the part of the County or its agents. Otherwise, the Contractor shall be entitled only to extensions of this Agreement time as the sole and exclusive remedy for such resulting delay, in accordance with and to the extent specifically provided above.

26. REVISIONS

In any case where, in fulfilling the requirements of this Agreement or of any guarantee, embraced in or required thereby it is necessary for the Contractor to deviate from the requirements of this Agreement, Contractor shall obtain the prior written consent of the County.

27. FORCE MAJEURE

If either of the Parties is prevented from or delayed from performing any obligations under this Agreement (except payment or financial obligations) by circumstances beyond its control, including but not limited to fires, hurricanes, severe weather, floods, pandemics, quarantines, war, civil disturbances, acts of terrorism, acts of God, or significant threats of such circumstances, or any future laws, rules, regulations, orders, or acts of any local, state, or Federal government (collectively “Force Majeure”), then the affected party shall be excused from performance hereunder during the period of inability to perform. The party claiming Force Majeure shall promptly notify the other party in writing when upon learning of the existence of a Force Majeure condition, and when the Force Majeure condition has terminated.

Notwithstanding anything in this Agreement to the contrary, the term “Force Majeure” does not include or excuse performance under this Agreement for events related to increased costs associated with fuel, labor, labor disputes, insurance, or other expenses of performing the obligations hereunder.

28. SOVEREIGN IMMUNITY

Nothing herein is intended to serve as a waiver of sovereign immunity by the County nor shall anything included herein be construed as consent by the County to be sued by third parties in any matter arising out of this Agreement. The County is included within the definition of “state agencies or subdivisions” in Section 768.28, Florida Statutes, and shall be responsible for the negligent or wrongful acts or omissions of its employees pursuant to Section 768.28, Florida Statutes.

29. THIRD PARTY BENEFICIARIES

Neither the County nor the Contractor intends to directly or substantially benefit a third party by this Agreement.

Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Agreement and no third party shall be entitled to assert a right or claim against either of the Parties based upon this Agreement.

30. LAW, JURISDICTION, VENUE, WAIVER OF JURY TRIAL

This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Venue for all actions arising from, related to, or in connection with this Agreement shall be in the state courts of the Second Judicial Circuit in and for Leon County, Florida. If any claim arising from, related to, or in connection with this Agreement must be litigated in Federal court, the exclusive venue for any such lawsuit shall be in the United States District Court or United States Bankruptcy Court for the Northern District of Florida. By entering into this Agreement, the County and Contractor hereby expressly waive any rights either Party may have to a trial by jury of any civil litigation related to this Agreement.

31. CONSTRUCTION

The validity, construction, and effect of this Agreement shall be governed by the laws of the State of Florida.

32. SEVERABILITY

It is intended that each section of this Agreement shall be viewed as separate and divisible, and in the event that any section, or part thereof, shall be held to be invalid, the remaining sections and parts shall continue to be in full force and effect.

33. AMENDMENTS

No modification, amendment, or alteration in the terms or conditions contained in this Agreement shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by duly authorized representatives of the County and Contractor.

34. CONFLICTING TERMS AND CONDITIONS

In the instance that any other agreement exists concerning the matters herein, then the terms and conditions in this Agreement shall prevail over all other terms and conditions.

35. JOINT PREPARATION

The Parties have jointly prepared this Agreement, and this Agreement shall not be construed more strictly against either of the Parties.

36. COUNTERPARTS AND MULTIPLE ORIGINALS

This Agreement may be executed in multiple originals, and in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

ORDER OF PRECEDENCE

1. Agreement

2. Exhibit A

3. Exhibit B

ATTACHMENTS

Exhibit A – Solicitation Document #BC-06-28-21-30 Exhibit B – Contractor’s Response to Solicitation #BC-06-28-21-30

WHERETO, the parties have set their hands and seals effective the date whereon the last party executes this Agreement.

LEON COUNTY, FLORIDA <<VENDOR NAME>>

By: By:

Vincent S. Long County Administrator

Printed Name

Date:

Title:

ATTEST:

Gwendolyn Marshall, Clerk of the Court & Comptroller, Leon County, Florida

APPROVED AS TO LEGAL SUFFICIENCY

Chasity H. O’Steen, County Attorney Leon County Attorney’s Office