Sample_Agreement.pdf

AGREEMENT FOR CONTRACTOR SERVICES

THIS AGREEMENT is entered into by and between The School Board of Lake County, Florida, whose address is 201 West Burleigh Boulevard, Tavares, Florida 32778 (hereinafter referred to as the

“SCHOOL BOARD”), and Company Name in bold Click or tap here to enter text. , whose address is

Company Address Click or tap here to enter text. (hereinafter referred to as the “CONTRACTOR”).

NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties to this

Agreement, and for other good and valuable considerations, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Services. The CONTRACTOR shall perform the services as described in EXHIBIT “A,” which is attached and incorporated by reference herein. Nothing herein shall limit the SCHOOL BOARD’S right to obtain proposals or services from other professionals for similar projects. The CONTRACTOR agrees to comply with all terms and conditions of Bid Bid Number Click or tap here to enter text. , such terms and conditions being incorporated by reference.

2. Payment. SCHOOL BOARD shall compensate CONTRACTOR for their services in the manner described in EXHIBIT “B”. No other costs or services shall be billed to the SCHOOL BOARD.

3. Term and Termination. The term of this Agreement shall be from Start Date Click or tap here to enter text. , through End Date Click or tap here to enter text. . The SCHOOL BOARD reserves the right to renew the contract, for up to two (2) additional one-year period(s), upon mutual written agreement signed by both parties. All or part of this Agreement may be terminated by (i) either party without cause upon delivery of written notice of such intent to terminate this Agreement not less than fifteen (15) days’ prior to the effective date of such termination; (ii) written agreement executed by both

CONTRACTOR and SCHOOL BOARD; or (iii) SCHOOL BOARD, at any time, if CONTRACTOR fails to perform CONTRACTOR’s duties hereunder or breaches any of CONTRACTOR’s covenants contained herein.

4. Contact Person. The primary contact person under this Agreement for the

CONTRACTOR shall be Contact's Name, Title, Phone, Email Click or tap here to enter text. . The primary contact person under this Agreement for the SCHOOL BOARD shall be

Contact's Name, Title, Phone, Email Click or tap here to enter text. .

5. Insurance.

A. The CONTRACTOR shall maintain throughout this Agreement the following insurance:

(i) Comprehensive General Liability insurance in the amount of one million dollars ($1,000,000);

(ii) Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in connection with the operations of the CONTRACTOR, in an amount not less than five hundred thousand dollars ($500,000) combined single limit per occurrence for bodily injury and property damage with the SCHOOL BOARD as an additional named insured; and

(iii) Workers’ Compensation Insurance for all employees of the

CONTRACTOR as required by Florida Statutes. A Waiver of

Subrogation in favor of The School Board of Lake County, Florida and its members, officers and employees shall be endorsed onto the workers’ compensation policy.

B. “The School Board of Lake County, Florida and its members, officers and employees” shall be listed as an additional insured on the Comprehensive General

Liability insurance and Automobile Liability insurance coverages/policies listed above in Section 5, paragraph “A” of this Agreement.

C. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the CONTRACTOR.

D. The CONTRACTOR shall ensure that all insurance policies required by this section are issued by companies with either of the following qualifications:

(i) The company must be (1) authorized by subsisting certificates of authority by the Department of Insurance of the State of Florida or (2) an eligible surplus lines insurer under Florida Statutes. In addition, the insurer must have a Best’s Rating of “A” or better according to the latest edition of

Best’s Key Rating Guide, published by A.M. Best Company; or

(ii) With respect only to the Workers’ Compensation Insurance, the company may be (1) authorized as a group self-insurer pursuant to Florida Statutes or (2) authorized as a commercial self-insurance fund pursuant to Florida

Statutes.

E. Neither approval nor failure to disapprove the insurance furnished by the

CONTRACTOR to the SCHOOL BOARD shall relieve the CONTRACTOR of the CONTRACTOR’S full responsibility to provide insurance as required under this Agreement.

F. The CONTRACTOR shall be responsible for assuring that the insurance remains in force for the duration of this Agreement, including any and all option years that may be granted to the CONTRACTOR. The CONTRACTOR shall be responsible for notifying SCHOOL BOARD within 48 hours upon receipt of any cancellation notice or intent to non-renew. If the insurance is scheduled to expire during the contractual period, the CONTRACTOR shall be responsible for submitting new or renewed certificates of insurance to the SCHOOL BOARD at a minimum of fifteen

(15) calendar days in advance of such expiration

G. Unless otherwise notified, the certificate of insurance shall be delivered within ten

(10) days of execution to SCHOOL BOARD to:

The School Board of Lake County, Florida

Purchasing Department

29529 County Road 561

Tavares, Florida 32778

H. The name and address of the Certificate Holder on the certificate of insurance must be:

The School Board of Lake County, Florida

201 West Burleigh Boulevard

I. In the event that CONTRACTOR fails to maintain insurance as described in

Section 5, paragraph “A” of this Agreement, CONTRACTOR agrees that such failure will constitute a material breach of this Agreement and the SCHOOL

BOARD shall have the right to terminate this Agreement without further liability.

Further, CONTRACTOR agrees that upon such breach, the SCHOOL BOARD may take any action necessary at law or in equity to preserve and protect SCHOOL

BOARD’S rights.

6. Indemnification. CONTRACTOR shall indemnify SCHOOL BOARD and hold it harmless from and against any loss or damage, claim or cause of action, and any attorneys' fees and court costs, arising out of: any unpaid bills for labor, services or materials furnished pursuant to this Agreement;

any failure of performance of CONTRACTOR under this Agreement; or the negligence of the

CONTRACTOR in the performance of its duties under this Agreement, or any act or omission on the part of the CONTRACTOR, his agents, employees, subcontractors, or servants. CONTRACTOR shall defend, indemnify, and save harmless the SCHOOL BOARD or any of their officers, agents, or servants and each and every one of them against and from all claims, suits, and costs of every kind and description, including attorney’s fees, and from all damages to which the SCHOOL BOARD or any of their officers, agents, or servants may be put by reason of injury to the persons or property of others resulting from the performance of CONTRACTOR’S duties under this Agreement, or through the negligence of the CONTRACTOR in the performance of its duties under this Agreement, or through any act or omission on the part of the

CONTRACTOR, his agents, employees, or servants. CONTRACTOR shall provide such indemnity regardless of the negligence or other culpability of the SCHOOL BOARD, excluding only those circumstances where the SCHOOL BOARD is solely negligent. CONTRACTOR shall immediately give

SCHOOL BOARD written notice of any and all claims asserted against CONTRACTOR and SCHOOL

BOARD shall have the right but not obligation to participate in any defense.

7. Sovereign Immunity. Notwithstanding the foregoing, the SCHOOL BOARD intends to avail itself of the benefits of Florida Statutes § 768.28 and of other statutes and common law governing sovereign immunity to the fullest extent possible. However, in no event will the SCHOOL BOARD’s liability under this provision exceed the sum of $200,000 per person or $300,000 per occurrence. Nothing in this Agreement is intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law.

8. Codes, Laws, and Regulations. CONTRACTOR will comply with all applicable codes, laws, regulations, standards, and ordinances in force during the term of this Agreement.

9. Permits, Licenses, and Fees. CONTRACTOR will obtain and pay for all permits and licenses required by law that are associated with the CONTRACTOR'S performance of the Scope of

Services.

10. Access to Financial Records. CONTRACTOR will maintain accounting records in accordance with generally accepted accounting principles and practices to substantiate all invoiced amounts. CONTRACTOR shall ensure that such records are available for examination by the SCHOOL

BOARD during CONTRACTOR'S normal business hours. CONTRACTOR shall maintain such records for a period of three (3) years after the date of the invoice.

11. Contingent Fees Prohibited. CONTRACTOR warrants that he or she has not employed or retained any company or person, other than a bona fide employee working solely for the

CONTRACTOR, to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the

CONTRACTOR any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. In the event of a breach of this provision, the SCHOOL

BOARD shall have the right to terminate this Agreement without further liability, and at its discretion, deduct from the contract price, or otherwise recover, the full amount of any such fee, commission, percentage, gift, or consideration paid in breach of this Agreement.

12. Nonappropriation. SCHOOL BOARD’s performance and obligation to pay under this

Agreement is contingent upon an annual appropriation by SCHOOL BOARD and the availability of funds to pay for the goods and services in this Agreement. SCHOOL BOARD shall be the final authority as to what constitutes an annual appropriation and the availability of funds necessary to continue funding this

Agreement. If such funds are not appropriated or available for this Agreement and this Agreement is terminated, such action will not constitute a default by SCHOOL BOARD. CONTRACTOR will be provided reasonable notice if funds are not appropriated or available. Notwithstanding any such termination, SCHOOL BOARD shall remain obligated to pay for all purchase orders for products or services fulfilled by CONTRACTOR prior to the termination notice.

13. Independent Contractor. The CONTRACTOR agrees that it is an independent contractor and not an agent, joint venturer, or employee of the SCHOOL BOARD, and nothing in this Agreement shall be construed to be inconsistent with this relationship or status. Neither the CONTRACTOR nor any of CONTRACTOR’s agents, representatives, employees or independent contractors shall be deemed to be employed by SCHOOL BOARD. None of the benefits provided by the SCHOOL BOARD to its employees, including but not limited to, workers’ compensation insurance, unemployment insurance, or retirement benefits, are available from the SCHOOL BOARD to the CONTRACTOR, its agents, representatives, or employees. Further, CONTRACTOR will be responsible for paying its own Federal income tax and self-employment tax, or any other taxes applicable to the compensation paid under this Agreement. The

CONTRACTOR shall be solely and entirely responsible for his or her acts during the performance of this

Agreement.

14. Approval of Personnel. The SCHOOL BOARD reserves the right to approve the contact person and the persons actually performing the CONTRACTOR services on behalf of CONTRACTOR pursuant to this Agreement. If SCHOOL BOARD, in its sole discretion, is dissatisfied with the contact person or the person or persons actually performing the services on behalf of CONTRACTOR pursuant to this Agreement, SCHOOL BOARD may require that the CONTRACTOR assign a different person or persons to be the contact person or to perform the CONTRACTOR services hereunder.

15. Background Investigations. The CONTRACTOR represents and warrants to the

SCHOOL BOARD that the CONTRACTOR has read and is familiar with §§ 1012.315, 1012.32, 1012.465, 1012.467, and 1012.468, Florida Statutes regarding background investigations. CONTRACTOR covenants to comply with all requirements of the above-cited statutes and shall provide SCHOOL BOARD with proof of compliance upon request. CONTRACTOR agrees to indemnify and hold harmless the SCHOOL

BOARD, its officers, agents, and employees from any liability in the form of physical injury, death, or property damage resulting from the CONTRACTOR’s failure to comply with the requirements of this paragraph or §§ 1012.315, 1012.32, 1012.465, 1012.467 and 1012.468, Florida Statutes.

16. Notices.

A. All notices, demands, or other writings required to be given or made or sent in this

Agreement, or which may be given or made or sent, by either party to the other, shall be deemed to have been fully given or made or sent when in writing and addressed as follows:

SCHOOL BOARD: Superintendent, Lake County Schools

201 West Burleigh Boulevard

CONTRACTOR: Company Name Click or tap here to enter text.

Company Address Click or tap here to enter text. Company Address

Company City, State, Zip Click or tap here to enter text. Company City, State, Zip

B. All notices required, or which may be given hereunder, shall be considered properly given if (1) personally delivered, (2) sent by certified United States mail, return receipt requested, or (3) sent by Federal Express or other equivalent overnight letter delivery company.

C. The effective date of such notices shall be the date personally delivered, or if sent by mail, the date of the postmark, or if sent by overnight letter delivery company, the date the notice was picked up by the overnight delivery company.

D. Parties may designate other parties or addresses to which notice shall be sent by notifying, in writing, the other party in a manner designated for the filing of notice hereunder.

17. Student Records. Notwithstanding any provision to the contrary contained in this

Agreement between CONTRACTOR and SCHOOL BOARD, CONTRACTOR, and its officers, employees, agents, representatives, contractors, and sub-contractors shall fully comply with the requirements of the Family Education Rights and Privacy Act (FERPA), § 1002.22 and § 1002.221, Florida

Statutes, or any other law or regulation, either federal or State of Florida, regarding confidentiality of student information and records. Further, CONTRACTOR for itself and its officers, employees, agents, representatives, contractors, or sub-contractors, shall fully indemnify and hold SCHOOL BOARD and its officers and employees harmless for any violation of this covenant, including but not limited to defending

SCHOOL BOARD and its officers and employees against any complaint, administrative or judicial proceeding, payment of any penalty imposed upon SCHOOL BOARD, or payment of any and all cost(s), damage(s), judgment(s), or loss(es) incurred by or imposed upon SCHOOL BOARD arising out of the breach of this covenant by the vendor, or an officer, employee, agent, representative, contractor, or sub-contractor of the vendor to the extent and only to the extent that the vendor or an officer, employee, agent, representative, contractor, or sub-contractors of the vendor shall either intentionally or negligently violate the provisions of this covenant or the Family Education Rights and Privacy Act, § 1002.22 and § 1002.221, Florida Statutes. This provision shall survive the termination of or completion of all performance or obligations under this agreement and shall be fully binding upon CONTRACTOR until such time as any proceeding brought on account of this covenant is barred by any applicable statute of limitations.

18. Public Records Retention.

A. 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 SCHOOL BOARD

CUSTODIAN OF PUBLIC RECORDS AT 352-253-6513,

ChallengerN@lake.k12.fl.us, 201 West Burleigh Boulevard, Tavares, FL 32778.

B. CONTRACTOR shall comply with the Florida Public Records Law, Chapter 119, Florida Statutes, and will:

(i) Keep and maintain public records required by SCHOOL BOARD to perform the service.

(ii) Upon request from the SCHOOL BOARD’s custodian of public records, CONTRACTOR shall provide the SCHOOL BOARD with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter

119, Florida Statutes, or as otherwise provided by law.

(iii) CONTRACTOR shall 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 contract term and following completion of this Agreement if the CONTRACTOR does not transfer the records to the SCHOOL BOARD.

(iv) Upon completion of this Agreement, CONTRACTOR shall transfer, at no cost, to the SCHOOL BOARD all public records in possession of the

CONTRACTOR or keep and maintain public records required by the

SCHOOL BOARD to perform the service. If the CONTRACTOR transfers all public records to the SCHOOL BOARD upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the SCHOOL BOARD by

CONTRACTOR, upon request from the SCHOOL BOARD’s custodian of public records, in a format that is compatible with the information technology systems of the SCHOOL BOARD.

(v) The failure of the CONTRACTOR to comply with the provisions set forth herein shall constitute a default and material breach of this Agreement, which may result in immediate termination of this Agreement, with no penalty to the SCHOOL BOARD.

mailto:ChallengerN@lake.k12.fl.us

19. Debarment.

A. By signing this agreement, CONTRACTOR certifies, to the best of its knowledge and belief that it and its principals:

(i) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by a federal department or agency.

(ii) Have not, within the preceding five-year period, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property.

(iii) Are not presently indicted or otherwise criminally charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated in preceding paragraph (ii).

(iv) Have not within the preceding five-year period had one or more public transactions (federal, state or local) terminated for cause or default.

B. CONTRACTOR agrees to notify SCHOOL BOARD within 30 days after the occurrence of any of the events, actions, debarments, proposals, declarations, exclusions, convictions, judgments, indictments, informations. or terminations as described in paragraphs (i) through (iv) above, with respect to SCHOOL BOARD or its principals.

20. Disclosure of Conflict. The CONTRACTOR has an obligation to disclose to the

SCHOOL BOARD any situation that, while acting pursuant to this Agreement, would create a potential conflict of interest between the CONTRACTOR and his duties under this Agreement.

21. Modifications and Amendments. This Agreement may be modified or amended only by a written document signed by authorized representatives of the CONTRACTOR and SCHOOL BOARD.

22. Assignment. Neither party shall have the power to assign any of the duties or rights or any claim arising out of or related to the Agreement, whether arising in tort, contract, or otherwise, without the written consent of the other party. These conditions and the entire Agreement are binding on the heirs, successors, and assigns of the parties hereto.

23. No Third Party Beneficiaries. This Agreement gives no rights or benefits to anyone other than the CONTRACTOR and the SCHOOL BOARD.

24. Execution. This Agreement may be executed in counterparts (including by email), any one of which shall be deemed an original and all of which collectively shall be deemed a single instrument.

25. Entire Agreement. This constitutes the entire agreement between SCHOOL BOARD and

CONTRACTOR and supersedes any prior or contemporaneous understanding or agreement with respect to the services contemplated herein.

26. Severability Clause. The terms of this Agreement shall be severable such that, if any term herein is illegal, invalid, or unenforceable, such holding shall not affect the viability of any of the other provisions of the Agreement, unless the severing of such term would defeat the purpose of this Agreement.

27. Jurisdiction. The laws of the State of Florida shall govern the validity of this Agreement, its interpretation and performance, and any other claims related to it. In the event of any litigation arising under or construing this Agreement, venue shall lie only in Lake County, Florida.

28. Waiver. No delay or failure on the part of any party hereto in exercising any right, power, or privilege under this Agreement shall impair any such right, power, or privilege, or be construed as a waiver or acquiescence thereto. No waiver shall be valid against any party, unless made in writing and signed by the party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein.

29. Attorneys’ Fees. In the event litigation is required by either party to enforce the terms of this Agreement, the prevailing party of such action shall, in addition to all other relief granted or awarded by the court, be entitled to judgment for reasonable attorney’s fees, incurred by reason of such action and all costs of arbitration or suit and those incurred in preparation thereof at both the trial and appellate levels, and in bankruptcy proceedings.

30. Force Majeure. Neither party to this Agreement shall be liable for delays or failures in performance under this Agreement (other than obligations relating to payment, confidentiality, and protection of ownership and intellectual property rights) resulting from acts or events beyond the reasonable control of such party (a “Force Majeure Event”), including acts of war, terrorism, acts of God, earthquake, flood, hurricanes or tropical storms, embargo, riot, sabotage, labor dispute, governmental act, failure of the internet, power failure, or energy, utility, or telecommunications interruptions, provided that the delayed party: (i) gives the other party prompt notice of such cause; and (ii) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. In the event that a Force Majeure Event lasts for more than 90 days, and the delayed cannot correct its failure or delay in performance during that period of time, despite using its reasonable commercial efforts to do so, the other party may terminate the affected portions of this Agreement.

31. Descriptive Headings. The headings used herein are descriptive only and for the convenience of identifying provisions and are not determinative of the meaning or effect of any such provision.

32. Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this

Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the respective dates under each signature.

“SCHOOL BOARD”

THE SCHOOL BOARD OF LAKE COUNTY,

FLORIDA

By: ______________________________

Kristi Burns, Chairperson

Date: ______________________________

Approved as to form: Attest: ______________________________

Diane S. Kornegay, Superintendent

School Board Attorney

“CONTRACTOR”

Comapny Name in all caps and bold Click or tap here to enter text. Comapny Name in all caps and bold

By: ______________________________

Name of Signatory, Title of Signatory Click or tap here to enter text.

Date: ______________________________

EXHIBIT “A”

SCOPE OF SERVICES

I. Scope of Work: The CONTRACTOR shall be responsible for on behalf of SCHOOL

BOARD.

A. Specifications: CONTRACTOR shall ________________________________________

EXHIBIT “B”

COMPENSATION

I. The SCHOOL BOARD shall compensate CONTRACTOR for services rendered pursuant to the

PAYMENT SCHEDULE below, provided that such services have either been specifically requested, in writing, by the SCHOOL BOARD or specifically authorized, in writing, by the

SCHOOL BOARD.

II. CONTRACTOR shall ensure that all work performed, materials provided, and costs incurred by

CONTRACTOR pursuant to this Agreement are billed to the SCHOOL BOARD in accordance with the PAYMENT SCHEDULE below.

III. CONTRACTOR understands and agrees that the SCHOOL BOARD shall bear no responsibility for compensation to, or reimbursement of, CONTRACTOR for any services rendered, costs incurred, or materials provided by CONTRACTOR pursuant to this Agreement which are either not specifically requested or authorized by the SCHOOL BOARD, in writing, or which are not specifically set forth in the PAYMENT SCHEDULE below.

IV. PAYMENT SCHEDULE:

V. INVOICES.

A. Invoices for hourly rate services shall be submitted on a monthly basis and shall include the following details for each separate task performed:

(a) the date the task was performed;

(b) identification, by name or initials, of the person performing the task;

(c) a description, with reasonable particularity, of the task;

(d) the actual time expended to perform the task; provided;

(e) the hourly rate applicable to the individual performing the task; and

(f) the fee being charged for the task.

B. All other invoices shall be submitted on a monthly basis, or when a specific project is completed, and shall include the following details for each separate task performed, where applicable:

(a) Purchase order number;

(b) Name and address of vendor;

(c) Unique invoice number;

(d) Date and location of service/delivery;

(e) Itemized unit quantities and unit prices;

(f) Line item total or extended price, minimum contract discount; and

(g) All pricing must be in accordance with rates set forth in the PAYMENT

SCHEDULE section of this Agreement.

C. Block or bundled billing entries, in which two or more tasks are blocked or bundled together into a single billing entry, are prohibited unless a lump sum award is approved.