PCSB_Contract_Addendum.pdf

SCHOOL BOARD OF POLK COUNTY, FLORIDA

FORM CONTRACT ADDENDUM

Contract #, Name:

Vendor Name: R

This School Board of Polk County Form Contract Addendum (“Addendum”) is agreed upon by the parties and appended to the agreement, purchase, order, form, service, package and contract (collectively, the “Contract Documents”).

§ 1. Primacy of Addendum.

This Addendum contains specific terms and conditions that are applicable to purchases of goods and services made by The School Board of Polk County, Florida on behalf of the school district of Polk County, Florida (“School Board” or “Board”). The terms of this Addendum shall control over any conflicting term, condition, duty, and implication found in any of the Contract Documents relating to the contract name referred to above. Additional terms and conditions may be set forth by a mutually written agreement entered into by the parties hereto. It is acknowledged and agreed that any such written agreement shall not be effective and/or binding on the parties to the Agreement until the Board approves and executes same by the signature of an officer with authority within Board-established purchasing levels.

§ 2. Governing Law; Home Venue Privilege.

This Addendum and the Contract Documents (collectively, the “Agreement”) between the Parties, are made in the City of Bartow, Polk County, State of Florida, and shall be governed solely by the internal laws of the State of Florida. The Parties agree that venue for any litigation, suit, action, counterclaim, or proceeding, whether at law or in equity, which arises out of, concerns, or relates to the Agreement, any and all transactions contemplated thereunder, the performance thereof, or the relationship created hereby, whether sounding in contract, tort, strict liability, or otherwise, shall lie exclusively in the court systems with geographic jurisdiction over Polk County, Florida, consisting of the County Court in and for Polk County, Florida, the Circuit Court of the Tenth Judicial Circuit Court in and for Polk County, Florida, and the United States District Court for the Middle District of Florida, Tampa Division. The Parties waive any objection to jurisdiction and venue in such courts.

§ 3. Financial Matters; Board Performance Subject to Appropriation; Applicability of the Florida Local Government Prompt Payment Act

(a) The Board’s obligation to perform under the Agreement and furnish payment to the Vendor is expressly subject to appropriation of sufficient public funds by the School Board of Polk County, Florida. In the event the School Board of Polk County, Florida fails to appropriate sufficient funds to satisfy the Board’s payment obligations to Vendor of any kind or type, the Board or the Vendor may exercise its rights to terminate the Agreement in accordance with the Contract Documents as the sole remedy. If the Agreement spans multiple fiscal years, Vendor acknowledges that appropriation of sufficient funds is subject to the budget determination process outlined in Florida law and that Vendor does not have an expectation to appropriation of sufficient funds in future fiscal years. The Parties agree that no cause of action shall lie against The School Board of Polk County, Florida for failure to appropriate sufficient funds to satisfy the Board’s payment obligations to Vendor of any kind or type.

(b) Notwithstanding anything in the Agreement to the contrary, all payment obligations of the Board shall be governed by the Florida Local Government Prompt Payment Act, Part VII, Chapter 218, Florida Statutes.

§ 4. Public Records Compliance.

To the extent Vendor is deemed to be a “Contractor” for the Board pursuant to Section 119.0701(1)(a) of the Florida Statutes, Vendor agrees to:

(a) Keep and maintain public records required by the Board to perform the Services specified herein.

(b) Upon request from the Board’s custodian of public records, provide the Board with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the cost provided in Chapter 119 of the Florida Statutes or as otherwise provided by law.

(c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if Vendor does not transfer the records to the Board.

(d) Upon completion of the Agreement, transfer, at no cost, to the Board all public records in possession of Vendor or keep and maintain public records required by the Board to perform the service. If Vendor transfers all public records to the Board upon completion of the Agreement, Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Vendor keeps and maintains public records upon completion of the Agreement, Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Board upon request from the Board’s custodian of public records, in a format that is compatible with the Board’s information technology systems.

IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION

OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR’S DUTY TO

PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,

CONTACT THE PUBLIC RECORDS OFFICE AT:

THE SCHOOL BOARD OF POLK COUNTY, FLORIDA

PO BOX 391

BARTOW, FL 33831-0391

TELEPHONE: 863-578-8208

publicrecords@polk-fl.net

If Vendor does not comply with a public records request, the Board shall enforce the

Agreement, which may include immediate termination.

§ 5. Sovereign Immunity; Limitations of Board’s Liability.

The School Board of Polk County, Florida is sovereign unit of Florida government established by Article IX, Section 4 of the Florida Constitution and the Florida Early Learning – 20 Act. Notwithstanding any other provision set forth in the Agreement which includes, but shall not be limited to, this Addendum, nothing therein, nor anything in any Board-made indemnification therein if any such indemnification exists, shall be construed or interpreted as a waiver of the Board’s right to sovereign immunity, or of the provisions of Section 768.28 of the Florida Statutes, or of the maximum limits of the Board’s liability found in Section 768.28(5) of the Florida Statutes, which the Parties agree shall control and bind them and be the legal and contractual maximum extent of the Board’s liability to Vendor pursuant to the terms and conditions of the Agreement, regardless of whether the theory of recovery or cause of action sounds in tort, contract, indemnity, strict liability, products liability, negligence or otherwise. This Section shall survive termination of this Agreement.

§ 6. State Law Compliance.

For purposes of the Agreement, the following provisions are added to the Contract Documents:

(a) E-Verify. In accordance with Section 448.095, Florida Statutes, Vendor shall register with and utilize the E-Verify System operated by the United States Department of Homeland Security to verify the employment eligibility of all new employees hired in the United States during the term of this Agreement. Upon request, Vendor shall provide evidence of compliance with this provision to the Board. Any challenge to termination under this provision must be filed in the Circuit Court no later than 20 calendar days after the date of termination. If this Agreement is terminated for a violation of the statute by the Vendor, the Vendor may not be awarded a public contract for a period of 1 year after the date of termination.

(b) Contracting with Foreign Entities. By executing this Contract, Vendor certifies that it is not owned by the government of the People’s Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolás Maduro, or the Syrian Arab Republic (collectively “Foreign Countries of Concern”), nor is it owned by any agency of or any other entity of significant control of any such government. Further, Vendor certifies that no government of a Foreign Country of Concern has a “controlling interest” in Vendor as the term is defined in Section 287.138(1)(a) of the Florida Statutes, nor is the Vendor organized under the laws of a Foreign Country of Concern, nor does the Vendor have its principal place of business located in a Foreign Country of Concern. If this Contract permits the Vendor to access the personal identifying information of any individual, Vendor agrees to notify the Board in advance of any contemplated transaction that would cause Vendor to be disqualified from such access under Section 287.138 of the Florida Statutes. Vendor agrees to furnish the Board with an affidavit signed by an officer or representative of the Vendor under penalty of perjury at any time and upon request that the statements in this paragraph are true and correct.

§ 7. Compliance with Laws.

Vendor agrees to comply with any and all statutes, laws, rules, regulations, ordinances and resolutions of general applicability of the United States of America, of the State of Florida, of Polk County, Florida, of the School Board of Polk County, Florida, and of any and all other public authority which may be applicable in the performance of the Agreement.

IN WITNESS WHEREOF, the parties have set their hands hereto on the date indicated:

School Board of Polk County, Florida:

Executed this day of ____________, 20___

By: _________________________________________ Authorized Signatory

Vendor:

Executed this day of ____________, 20___

By: _________________________________________ Authorized Signatory