Terms and Conditions | VSO (2024)

GENERAL TERMS AND CONDITIONS FOR ALL ISSUED PURCHASE ORDERS

Preamble. These General Terms and Conditions for All Issued Purchase Orders (“General Terms and Conditions”) together with the related Purchase Order (“PO”) issued by Volusia Sheriff’s Office (“VSO” or “SHERIFF”) to you (“VENDOR”) and any attachments to that PO and the provisions of and following this “Preamble” are collectively referred to and are incorporated herein as the “Contract.”

These General Terms and Conditions apply to the services and/or goods to be delivered to VSO by you as VENDOR and to your delivery of those services and/or goods to VSO based upon the PO issued to you. Your acceptance of the VSO issued PO is also your acceptance of these General Terms and Conditions.

Even if there is a fully signed, written agreement between VENDOR and VSO or the purchase order issued to VENDOR is the result of a bid that contained terms and conditions, these General Terms and Conditions still nonetheless apply and are controlling and are hereby specifically incorporated therein by reference unless these General Terms and Conditions are specifically superseded in whole or in part in a writing signed by VSO.

Sections 672.207(1) and (2)(c), Florida Statutes, and Notification of Objection. This Contract expressly limits VSO’s acceptance to the terms and conditions of the VSO issued PO and represents VSO’s notification of objection to any different or additional terms from VENDOR in any response to the offer contained in the PO, which notification of objection is hereby given.

If the PO is construed as an acceptance of VENDOR’s offer, pursuant to Florida Statute 672.207(1), VSO’s acceptance is expressly conditioned on VENDOR’s agreement to these General Terms and Conditions, which agreement shall be evidenced by VENDOR’s partial or full performance of the contemplated transaction and which partial or full performance shall also evidence VENDOR’s abandonment of any VENDOR’s reference within VENDOR’s documents, including but not limited to a quote, billing, statement of work, invoice or other instrument, stating or implying the non-application or voiding or supersedence of any or all of these General Terms and Conditions.

VSO hereby objects in advance to the inclusion of any additional terms proposed by VENDOR in its acceptance or acknowledgement of the PO. The inclusion of such terms by VENDOR will be of no significance, and such terms will not be additional terms to the PO. VSO’s acceptance of VENDOR’s goods or services shall not be deemed as acceptance of any such additional terms proposed by VENDOR.

1. Goods Conformity to Law, Absence of Liens, Delivery, and Change Order.

1.1 VENDOR warrants that all materials and equipment purchased hereunder will conform with all applicable local, state, and federal laws, ordinances and regulations. VENDOR agrees to defend and save VSO harmless from loss, cost or damage by reason of any actual or alleged violation thereof.

1.2 VENDOR shall keep the premises of VSO free from laborers’, materialmen’s, and/or mechanics’ claims, liens and encumbrances arising from VENDOR’s work and agrees to indemnify and hold harmless VSO against any and all such claims, liens and encumbrances.

1.3 Unless otherwise specified or agreed to by VSO, any transportation charges assessed against the goods offered/supplied must be at the lowest common carrier rate for the quantity ordered and invoice charges must be supported by a paid freight bill or equivalent. VSO shall have the right to cancel this Contract without obligation to VENDOR if delivery is not made within the time specified, or, if no time is specified, within a reasonable amount of time.

1.4 VSO shall have the right to make changes in the PO by issuance of a written change order; however, no additional charges will be allowed unless authorized by VSO in writing. If such changes affect delivery or the amount to be paid by VSO, VENDOR shall promptly notify VSO and negotiate the adjustment in writing.

2. Open-Ended Purchase Order, Exempted Purchase (“Piggyback”) Contracts, Non-exclusivity of PO, and No Restocking Fee.

2.1 No guarantee is express or implied as to the total quantity of units to be purchased under any open-ended purchase order. Estimated quantities will be used for issuance of the purchase order.

2.2 VSO reserves the right to purchase units specified herein through contracts established by other governmental agencies or through separate procurement actions. If an urgent delivery is required within a shorter period than the delivery time specified in the PO and if VENDOR is unable to comply therewith, VSO reserves the right to obtain such delivery from others without penalty or prejudice to VSO.

2.3 VSO reserves the right to extend the same or similar services/products offered by VENDOR to all VSO departments and to other governmental agencies, at the discretion of VSO.

2.4 VSO reserves the right to seek the same or similar goods and services from other third-party vendors and the issuance of the purchase order to VENDOR shall not be interpreted to mean or suggest any exclusivity of award to VENDOR for delivery of goods or services to VSO.

2.5 VENDOR agrees, unless mutually agreed upon in writing, that there will be no restocking fees, that it will not require deposits, that it will accept returns (excluding the purchase of customized products), and that it will not limit its liability or warranties.

3. Most Favored Customer Pricing. Acceptance of the PO by VENDOR shall act as a representation and warranty that the wage rates and/or costs and/or materials used to determine the price paid by VSO, are accurate, complete and current as of the date of the PO. During the term of this Contract, prices for the goods and services required under the PO and offered to VSO must be the equal to or lower than those offered to VENDOR’s most favored customer for similar quantities under comparable terms and conditions. When requested by VSO’s Purchasing Manager or other representative, VENDOR must show that the prices offered to VSO equal or are less than those offered VENDOR’s most favored customers for those quantities under those terms and conditions, and such pricing data must be available for review by VSO throughout the term of this Contract. Any price reductions offered to any of VENDOR’s other customers must be offered to VSO if similar item quantities are involved.

4. Cost/Price Reduction. During the term of this Contract, VSO reserves the right to negotiate price reductions for any goods or services being purchased. During the term of this Contract, VSO expects VENDOR to continually seek to improve production and performance processes and methods, and to report on these efforts to VSO. Additionally, price reductions may be sought by the VSO as a result of changes in market conditions, industry trends and indexes, or in cost/price indexes, and their impact on the supplier’s cost elements or overall cost. The VSO may terminate this Contract and VSO’s performance immediately if VSO feels price reductions are warranted, but the parties cannot reach an agreement on such price reductions.

5. Funding. VSO’s obligation for payment to VENDOR is limited to the availability of funds appropriated in a current fiscal period, and continuation of any contractual relationship into a subsequent fiscal period is subject to appropriation of funds for that fiscal period, unless otherwise authorized by law. VENDOR shall have no right to compel the appropriation of funds.

6. Key Personnel. To the extent that this Contract or a related statement of work requires services to be performed by VENDOR’s key personnel, those services must be performed by the personnel identified in VENDOR’s proposal to perform them unless substitutes have been approved in writing by VSO. Use of junior personnel, even under key personnel supervision (for example, associates or student workers), is not authorized unless such junior personnel are identified in VENDOR’s proposal by name or position, with a description of their duties. This Contract may be terminated by VSO in its sole discretion if the key personnel named in VENDOR’s proposal become unavailable for any reason. If the unavailability of key personnel is not the fault of VENDOR, VSO may terminate by giving notice of termination pursuant to the applicable provisions of these General Terms and Conditions. VENDOR will be paid for conforming goods or services delivered or performed up to the date of termination. If VSO finds that VENDOR is at fault for the unavailability of key personnel, this Contract may be terminated pursuant to the applicable provisions of these General Terms and Conditions.

7. Manner of Performance. VENDOR agrees to perform its duties and obligations in a professional manner and in accordance with all applicable local, state, and federal laws, rules, regulations, ordinances and codes. VENDOR agrees that the goods or services provided shall be provided by employees that are educated, trained, experienced, certified, and licensed in all areas encompassed within their designated duties. VENDOR agrees to furnish to VSO any and all documentation, certification, authorization, license, permit, or registration currently required by applicable laws, rules, ordinances and regulations. VENDOR further certifies that it and its employees will keep all licenses, permits, registrations, authorizations, or certifications required by applicable laws or regulations in full force and effect during the term of this Contract. Failure of VENDOR to comply with this section shall constitute a material breach of this Contract.

8. VENDOR’s Travel Expenses. Unless expressly agreed to in writing by VSO, VENDOR shall pay its agents’, employees’, contractors’, and representatives’ travel costs associated with its performance of this Contract. If VSO agrees to pay a portion of VENDOR’s travel expenses, such payment shall be conditioned upon: (1) Prior written approval by VSO for the travel expenses before VENDOR commences travel; and (2) VENDOR’s agreement to adhere to Florida Statutes section 112.061 as it pertains to out-of-pocket expenses.

9. Confidentiality of VSO Operations and No Right of Publicity.

9.1 Confidentiality of VSO Operations. VENDOR shall not at any time, in any manner, either directly or indirectly, communicate to any person, firm, corporation or other entity any information of any kind concerning any matter affecting or relating to the business or operations of VSO, including, but not limited to, its manner of operation, its plans, computer systems, processes or other data of any kind, nature or description. The parties stipulate that as between them, the aforementioned matters are important, material and confidential and gravely affect the effective and successful conduct of the business and operations of VSO, and its goodwill, and that any breach of the terms of this section is a material breach of this Contract. VENDOR acknowledges that a breach of this confidentiality will cause irreparable injury to VSO that the remedy at law for any such violation or threatened violation will not be adequate and VSO shall be entitled to temporary and permanent injunctive relief. The provisions of this section shall remain in full force and effect and enforceable even after the expiration of this Contract. At the option of VSO, employees and/or subcontractors of VENDOR that will be working on this Contract will be required to electronically sign a confidentiality agreement.

9.2 No Right of Publicity. VENDOR shall not advertise that VSO is one of VENDOR’s customers or use VSO’s name or logo in any type of marketing or advertisem*nt materials, without the written consent of VSO.

10. Laws and Regulations. VENDOR agrees to abide by all applicable federal, state, and local laws, rules, regulations, ordinances and codes in carrying out its obligations under this Contract.

11. Taxes. VENDOR certifies that all state and federal tax exemptions applicable to VSO will be applied. The fee payable by VSO as set forth in this Contract shall cover and include all sales and use taxes, duties, and charges of any kind imposed by any federal, state, or local governmental authority on amounts payable by VSO under this Contract, and in no event shall VSO be required to pay (a) any additional amount to VENDOR in connection with such taxes, duties, and charges, or (b) any taxes imposed on, or regarding, VENDOR's income, revenues, gross receipts, personnel, or real or personal property or other assets.

12. Indemnification. VENDOR shall, at all times hereafter, indemnify, hold harmless and, at the option of VSO counsel, defend or pay for an attorney selected by VSO counsel to defend VSO, the SHERIFF, Volusia County, the Board of Commissioners of Volusia County, and the respective officers, agents and employees of VSO and Volusia County and Volusia County Commission members from and against any and all claims, suits, actions, demands, causes of actions of any kind or nature, including all costs, expenses and attorney’s fees, arising out of the negligent or wrongful act or omission of VENDOR, its officers, agents, employees, representatives, independent contractors or subcontractors. VENDOR shall inform VSO in advance of planned actions and/or conduct related to VENDOR’s handling of any such action or claim. VSO shall inform VENDOR of any known restrictions, defenses or limitations that may arise or exist by reason of VSO being a governmental entity. VSO shall not be liable for and VENDOR agrees to indemnify VSO against any liability resulting from injury or illness, of any kind whatsoever, to VENDOR’s employees, agents, representatives, designees, subcontractors or suppliers during the performance of the delivery of goods or services, duties, and responsibilities contemplated herein. The above indemnification provisions shall survive the expiration or termination of this Contract.

13. Sovereign Immunity. Nothing in these General Terms and Conditions or the PO is intended nor shall it be construed or interpreted to waive or modify VSO’s immunities and limitations on liability provided for in Florida Statutes section 768.28 as now in effect or as hereafter amended. The SHERIFF expressly retains all rights, benefits and immunities of sovereign immunity in accordance with section 768.28, Florida Statutes (as amended). Notwithstanding anything set forth in any section of this Contract to the contrary, nothing in this Contract shall be deemed as a waiver of immunity or limits of liability of the SHERIFF beyond any statutory limited waiver of immunity or limits of liability which may have been or may be adopted by the Florida Legislature and the cap on the amount and liability of the SHERIFF for damages, regardless of the number or nature of claims in tort, equity, or contract, shall not exceed the dollar amount set by the legislature for tort. Nothing in this Contract shall inure to the benefit of any third party for the purpose of allowing any claim against the SHERIFF, which claim would otherwise be barred under the doctrine of sovereign immunity or by operation of law. In all claims against the SHERIFF, VENDOR’s indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or any benefits payable by or for VENDOR, or its employees, agents, contractors, or subcontractors.

14. Insurance. VENDOR shall maintain in full force and effect the insurance coverage set forth in this section throughout the term of this Contract and for all applicable statutes of limitation periods.

14.1 This section shall not apply if:

14.1.1 The PO is Five Thousand Dollars ($5,000) or less and VSO has not otherwise stated in writing that VENDOR must maintain such insurance; or

14.1.2 VSO waives or alters the insurance requirements in writing.

14.2 All insurance policies shall be issued by companies that (a) are authorized to transact business in the State of Florida, (b) have agents upon whom service of process may be made in Volusia County, Florida, and (c) have an A.M. Best rating of A-VI or better.

14.3 All insurance policies shall name and endorse the following as additional insureds: VSO, SHERIFF, Volusia County, the Board of Commissioners of Volusia County, and their respective officers, agents, employees and commission members with a CG026 Additional Insured – Designated Person or Organization endorsem*nt, or similar endorsem*nt, to the liability policies. An additional insured is defended and indemnified for claims to the extent caused by the acts, actions, omissions or negligence of VENDOR, its employees, agents, subcontractors, and representatives; but is not defended or indemnified for the additional insured’s own acts, actions, omissions, negligence.

14.4 All insurance policies shall be endorsed to provide that: (a) VENDOR’s insurance is primary to any other insurance available to the additional insureds with respect to claims covered under the policy and (b) VENDOR’s insurance applies separately to each insured against whom claims are made or suit is brought and that the inclusion of more than one insured shall not operate to increase the insurer’s limit of liability. Self- insurance shall not be acceptable.

14.5 If VENDOR fails to submit the required insurance certificate in the manner prescribed in Sections 14.7 or 14.13, or after being requested to do so by VSO, VSO shall have the right to either rescind the PO or suspend the PO until such time as the new or renewed certificate/endorsem*nts are received by VSO.

14.6 VENDOR shall carry the following minimum types of insurance when services, installation/labor or any instance requires VENDOR to be on VSO premises (Commercial General Liability is to be carried by all of VENDOR’s contractors):

14.6.1 Worker’s Compensation.

14.6.1.1 Worker’s Compensation Insurance is to apply to all employees in compliance with the “Workers’ Compensation Law” of the State of Florida and all applicable federal laws.

14.6.1.2 VENDOR shall carry Worker's Compensation Insurance which shall include employers’ liability insurance with limits of not less than:

14.6.1.2.1 the greater of the Florida statutory minimum or Five Hundred Thousand Dollars ($500,000) for each accident,

14.6.1.2.2 the greater of the Florida statutory minimum or Five Hundred Thousand Dollars ($500,000) for each disease and,

14.6.1.2.3 the greater of the Florida statutory minimum or Five Hundred Thousand Dollars ($500,000) for aggregate disease.

14.6.1.3 Policy(ies) must be endorsed with waiver of subrogation against VSO and Volusia County and is limited to the extent any claim is caused by VENDOR.

14.6.2 Business Automobile Liability Insurance. VENDOR shall carry business automobile liability insurance with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limits bodily injury liability and property damage. The policy must be no more restrictive than the latest edition of the business automobile liability policy without restrictive endorsem*nts, as approved by Florida insurance regulations, and must include owned vehicles and hired and non-owned vehicles.

14.6.3 Commercial General Liability. VENDOR shall carry Commercial General Liability Insurance for all operations including but not limited to Contractual, Products and Completed Operations, Professional Liability and Personal Injury with limits of not less than Two Million Dollars ($2,000,000) (aggregate) and One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury and property damage. The insurance policy must include coverage that is no more restrictive than the latest edition of the commercial general liability policy, without restrictive endorsem*nts as approved by Florida insurance regulations, and the policy must include coverage for premises and/or operations, independent contractors, products and/or completed operations for contracts, contractual liability, broad form contractual coverage, broad form property damage, products, completed operations, and personal injury. Personal injury coverage shall include coverage that has the employee and contractual exclusions removed.

14.6.4 Umbrella or Excess Liability Insurance. VENDOR may satisfy the minimum liability limits required above under an Umbrella or Excess Liability policy. There is no minimum Per Occurrence limit of liability under the Umbrella or Excess Liability; however, the Annual Aggregate limit shall not be less than the highest “Each Occurrence” limit for any of the policies noted above. VENDOR agrees to name and endorse VSO, SHERIFF, Volusia County, the Board of Commissioners of Volusia County and their respective officers, agents, employees and commission members as additional insureds. Additional insured is defended and indemnified for claims to the extent caused by the acts, actions, omissions or negligence of VENDOR, its employees, agents, subcontractors, and representatives; but is not defended or indemnified for the additional insured’s own acts, actions, omissions, negligence.

14.7 Prior to receiving the PO, VENDOR shall have provided VSO’s Purchasing Manager with a copy of the Certificate of Insurance and endorsem*nts evidencing the types of insurance and coverage required by this section within three (3) calendar days of VENDOR’s receipt of Notice of Intent to Award the contract or PO issuance, and at any time thereafter, upon request by VSO. It is VENDOR’s responsibility to ensure that the Purchasing Manager has a current Certificate of Insurance and endorsem*nts at all times.

14.8 VENDOR’s insurance policies shall be endorsed to provide VSO with at least sixty (60) calendar days prior written notice of cancellation, non-renewal, restrictions, or reduction in coverage or limits. Notice shall be sent to: Volusia Sheriff's Office, Attn: VSO Purchasing Manager, 123 W. Indiana Ave., 4th Floor, DeLand, Florida 32720.

14.9 If VENDOR’s insurance policy is a claims made policy, then VENDOR shall maintain such insurance coverage for a period of five (5) years after the expiration or termination of this Contract. Applicable coverage may be met by keeping the policies in force, or by obtaining an extension of coverage commonly known as a reporting endorsem*nt of tail coverage.

14.10 If any of VENDOR’s insurance policies includes a general aggregate limit and provides that claims investigation or legal defense costs are included in the general aggregate limit, the general aggregate limit that is required shall be no more than five (5) times the occurrence limits specified above in this section.

14.11 The provisions of this section shall survive the expiration or termination of this Contract.

14.12 Payment. If any of the insurance policies required under this section above lapse during the term of this Contract or any extension or renewal of the same, VENDOR shall not receive payment from the VSO until such time that VSO has received satisfactory evidence of reinstated coverage of the types and coverage specified in this section that is effective as of the lapse date. VSO, at its sole discretion, may terminate the Contract immediately, and no further payments shall be due to VENDOR.

14.13 Renewal of Insurance. VENDOR shall be responsible for ensuring that the insurance certificate/ endorsem*nts required in conjunction with this section remain in force for the duration of the contractual performance period. If the insurance certificate/endorsem*nts are scheduled to expire during this period, VENDOR shall be responsible for submitting a new or renewed insurance certificate/ endorsem*nts to VSO at a minimum of sixty (60) calendar days in advance of such expiration. In the event that expired certificate/endorsem*nts are not replaced with a new or renewed certificate which covers the contractual performance period, VSO shall have the right to either rescind this Contract or suspend this Contract until such time as the new or renewed certificate/endorsem*nts are received by VSO.

14.14 Minimum Coverage. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve VENDOR of liability in excess of such coverage, nor shall it preclude VSO from taking such other actions as are available to it under any other of these General Terms and Conditions or otherwise in law or equity.

15. Intellectual Property Rights and Warranties.

15.1 Intellectual Property Rights. VENDOR warrants that there has been no violation of intellectual property rights in manufacturing, producing, and/or selling the item(s) ordered or shipped to VSO or the services being delivered to VSO. VENDOR agrees to indemnify and hold harmless VSO, the SHERIFF, VSO’s employees, agents, or representatives, Volusia County, Volusia County Board of Commissioners, and their respective employees, agents, or representatives against any and all liability, loss, or expense resulting from any such violation.

15.2 Warranty Regarding Viruses and Non-infringement (Applicable to Technology and Systems Used by VENDOR). Prior to VENDOR performing or providing any services, deliverables, software, formulas, calculations, workflows, codes, scripts and data and processes, VENDOR shall use commercially available, industry acceptable anti-virus software to detect viruses in said deliverables/items or upon any media on which such deliverables/items are provided to VSO or to the general public end users of VENDOR’s services. VENDOR also represents and warrants that, at the time VENDOR’s software, codes, scripts, formulas, calculations, workflows, data and processes are delivered to VENDOR, no portion of such or the media upon which it is stored has any type of undocumented software routines or other elements which is intentionally designed by VENDOR to permit, allow or cause any of the following: 1) Unauthorized access to or intrusion upon; 2) Disabling of; Erasure of; or 3) Interference with any hardware, software, data or peripheral equipment whether directly or by transference. In the event of a breach of this representation and warranty, VENDOR shall pay for, and/or remedy or correct any damages, harm or malfunctions caused by a breach of the above at no cost to VSO.

15.3 Warranty of Non-infringement. Notwithstanding anything to the contrary within this Contract, VENDOR represents and warrants that, at the time of entering into this Contract and to VENDOR’s knowledge, no claims have been asserted or action or proceeding brought against VENDOR which alleges that all or any part of the services, deliverables, system, software, scripts, codes, processes, calculations, formulas, work-flows, data and the like provided under this Contract (including any customization or interface) or use thereof by VENDOR, infringes or misappropriates any patent, copyright, mask copyright or any trade secret or other intellectual or proprietary right of a third party, nor is VENDOR aware of any such potential claim. Notwithstanding anything to the contrary within this Contract, VENDOR warrants the title and noninfringement of any other intellectual property rights held by others that are part of or utilized in the goods or services delivered to VSO under this Contract.

16. CALEA Standards and Criminal Justice Information Services Standards.

16.1 If VENDOR is providing computer or telecommunication services that store, transmit or copy (or facilitates any of the forgoing) data originating from VSO and/or VENDOR is providing services offered by VENDOR that interfaces with, or VENDOR needs access to, any of the VSO’s Criminal Justice Information Systems (“CJIS”) which contain Criminal Justice Information (“CJI”) (as defined by the Federal Bureau of Investigations (“FBI”) and the Florida Department of Law Enforcement (“FDLE”) and includes but is not limited to any notations or other written or electronic evidence of an arrest, detention, complaint, indictment, information or other formal criminal charge relating to an identifiable person that includes identifying information regarding the individual as well as the disposition of any charges) then the following provisions apply to this Contract:

16.2 Ownership of all data originating from VSO and sent to, or hosted by, VENDOR remains the VSO’s exclusive property. To the extent that VENDOR needs access to such data to deliver the services contemplated within this Contract, VENDOR is allowed such limited access and limited use. Upon expiration of this Contract for any reason, said limited access to the data shall expire and VENDOR shall provide VSO copies of all data hosted and/or stored by VENDOR under this Contract in a commercially accepted downloadable format (for example, XLM format and WORD format) or allow VSO access to such data for downloading up to ninety (90) days after the termination of this Contract without any additional cost or expense.

16.3 VENDOR’s storage (cloud storage or otherwise) of the data considered to be CJI shall only occur in servers and/or data centers and/or computer systems physically located in the United States or its territories and in the territories of Indian Tribes and/or in Canada and shall be subject to the respective governmental jurisdictions, e.g., U.S. federal government, individual U.S. State governments, U.S. Indian Tribes or the Royal Canadian Mounted Police.

16.4 The software and/or hosting services being provided by VENDOR to VSO shall use the latest security and privacy tools including SSL 128-bit encryption, server certificates with Global ID provided by the premier national provider, the highest level of encryption dictated by Federal guidelines – the AES algorithm and SSAE No. 16 SOC 1 f/k/a SAS 70 Type II certification. VSO’s data will be stored in mirrored, redundant, secured facilities and shall be routinely backed up on an independent server separate and apart from the server providing day-to-day services to VSO. VENDOR agrees to institute commercially reasonable restrictive security measures to prevent and detect unauthorized physical and/or remote access to the systems and data services being provided to VSO under this Contract. VENDOR shall provide layers of security at its physical hosting site, that consist of a number of measures such as biometric access, closed circuit TV, security system monitoring, multiple checkpoints, restricted building access, photo badges, proximity access cards, controlled visitor access and the like. VENDOR shall institute routine system security audits such as SAS-79, SysTrust, Webtrust, ISO 27001/2, virus and malware scans and other industry standard system audit procedures. VENDOR shall immediately notify VSO in writing of any breaches of security and/or unauthorized access to VSO’s systems and/or services being provided by VENDOR.

16.5 VENDOR shall have in place a disaster recovery plan that includes the recovery of critical systems (i.e., systems that provide software services to customers) in event of VENDOR’s full or partial data center outage. The plan must include at a minimum, the ability to recover critical systems in a working state within a short period of time with critical functions online and processing customer requests. The plan must also include a suitable back up power supply independent of commercial electrical services offered to the general public (i.e., suitable generator). VENDOR must be able to execute the disaster recovery plan within moments of a disaster declaration. VENDOR must test its disaster recovery plan at least annually and shall provide VSO with evidence of the same upon request.

16.6 VENDOR agrees to comply with all security protocols for handling, storing, hosting, transmitting and copying of CJI data on CJIS in accordance with the latest version of the Criminal Justice Information Services Security Policy (“CSP”) published and updated periodically by the FBI, which can be found at: https://www.fbi.gov/services/cjis/cjis- security-policy-resource-center and the most current CJIS Security Addendum approved by the Director of the FBI, acting for the U.S. Attorney General, as referenced in Title 28 CFR 20.33 (a)(7) both of which are incorporated herein by reference into this Contract.

16.7 VENDOR shall comply with the FBI CJIS Security Policy screening requirements for all staff, employees, subcontractors, agents and/or vendors that will have unescorted physical or logical access to CJI and/or access to any VSO facility that is deemed a physically secure location. The screening consists of a state/national fingerprint-based background check and online Security Awareness training that is renewed every two years. VENDOR may not fingerprint its own employees, subcontractors or agents, and fingerprinting must be taken/rolled/printed by a recognized law enforcement agency or an FDLE-approved third-party vendor.

16.8 All of VENDOR’s staff, employees, subcontractors, agents, representatives and/or vendors who access or handle in any way VSO’s CJIS or CJI shall have the appropriate security awareness training via the CJIS online application and update and maintain the same throughout the duration of this Contract. VENDOR shall maintain the Security Addendum Certification form mandated by CSP and provided by VSO’s CJIS Compliance unit to VENDOR for each of VENDOR’s staff, employees, subcontractors, agents and/or vendors with access to VSO’s CJI or CJIS.

16.9 VENDOR and any staff, employee, subcontractors, agents, representatives and/or vendors shall follow all requirements pertaining to their operations when accessing, storing, transmitting or handling CJI found in Florida Statutes section 501.171 and the FBI SJIS Security Policy.

16.10 If the services rendered by VENDOR under this Contract are at any time noncompliant with any FBI or FDLE regulations pertaining to the accessing, storing, transmitting or handling CJI, as updated and modified from time to time by FBI and/or FDLE, then VENDOR shall take all necessary action to bring its services into compliance as soon as possible. VSO reserves the right to deny physical and/or logical access to a VENDOR that is deemed to be in noncompliance with these provisions. This is a material term of this Contract and if such noncompliance is not timely remedied by VENDOR, VSO may terminate this Contract, and VENDOR shall allow VSO the ability to recapture VSO’s data as more fully described herein, and VENDOR shall facilitate VSO’s efforts in recovering said data from VENDOR’s systems.

17. Waiver of Breach. It is agreed that no waiver or modification of this Contract or of any covenant, condition, or limitation contained in this Contract shall be valid unless it is in writing and duly executed by the party to be charged with it, and that no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting the terms of this Contract, or the right or obligations of any party, unless such waiver or modification is in writing and duly executed. The waiver by either party of a breach or violation of any provision of this Contract shall be construed as a modification limited to the time and the terms and conditions to which it relates and shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or any other provision of this Contract.

18. Termination. This Contract and the parties’ performance may be terminated upon the following events:

18.1 Termination by Mutual Agreement. In the event the parties mutually agree in writing, this Contract may be terminated on the terms and dates stipulated therein.

18.2 Termination Without Cause. VSO shall have the right to terminate this Contract without cause by providing VENDOR with thirty (30) calendar days advanced written notice.

18.3 Termination for Cause. In the event of a material breach of the terms and conditions of this Contract, either party may provide the other party with written notice of the material breach. The other party shall have thirty (30) calendar days from the date of its receipt of such notification to cure such material breach. If the material breach is not cured within that time period, the non-breaching party may terminate their performance and the parties’ relationship immediately. Material breaches shall include but are not limited to, any violation of applicable local , state or federal laws, VSO’s policies and procedures, or the terms and conditions of this Contract.

18.4 Termination for Lack of Funds. In the event the funds to finance this Contract become unavailable or are not allocated by Volusia County (or if this Contract is funded by way of a grant source, then in the event the funds to finance this Contract become unavailable or are not allocated by that grant source), VSO may terminate this Contract following its providing VENDOR with at least thirty (30) calendar days written notice in advance of termination.

18.5 Immediate Termination by VSO. VSO, in its sole discretion, may terminate this Contract immediately upon the occurrence of any of the following events:

18.5.1 VENDOR’s violation of the Public Records Law, as hereinafter defined;

18.5.2 The insolvency, bankruptcy or receivership of VENDOR;

18.5.3 VENDOR’s violation or non-compliance with Section 24 of these General Terms and Conditions;

18.5.4 VENDOR fails to maintain insurance in accordance with the Section 14 of these General Terms and Conditions;

18.5.5 VENDOR submits a false certification as provided in Section 27 of these General Terms and Conditions;

18.5.6 VENDOR is found to have been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or been engaged in business operations in Cuba or Syria; or

18.5.7 VENDOR is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel.

18.5.8 VENDOR is found to have been placed on the forced labor vendor list established pursuant to section 287.1346(4)(d), Florida Statutes.

18.5.9 Neither the expected termination nor the expiration of this Contract shall relieve VENDOR, its employees, agents, representatives, subcontractors, or independent contractors from their contractual duty and ethical obligation to provide or arrange for products or services until the date of termination. Notwithstanding any other provisions of these General Terms and Conditions, VENDOR’s duty to indemnify and defend VSO as set forth in these General Terms and Conditions shall survive the termination or expiration of this Contract.

18.6 Settlement Following Termination. VENDOR shall be entitled to compensation for products and or services delivered or provided to VSO prior to the date of receipt of the notification of termination so long as such products and or services in the sole reasonable determination of VSO conform to the requirements of this Contract.

19. Remedy of Right to Seek Substitute Performance. If VENDOR or its sub-vendors (if any), defaults or neglects to provide VSO the contracted for goods or services in accordance with this Contract and fails within a ten (10) calendar-day period after receipt of written notice from VSO to commence and continue correction of such default or neglect with diligence and promptness, VSO may, without prejudice to other remedies VSO may have, correct such deficiencies. In such case an appropriate change order shall be issued deducting from payments then or thereafter due VENDOR the reasonable cost of correcting such deficiencies, including VSO's expenses and compensation for any additional services, made necessary by such default, neglect or failure. Notwithstanding the foregoing or any other provision within this Contract to the contrary, VSO has a right to claim an anticipatory breach of this Contract by VENDOR and can demand assurance of performance at any time and if said assurance of performance from VENDOR is inadequate in VSO’s sole reasonable determination, VSO in its sole discretion may immediately avail itself of its remedy of substitute performance and secure the contracted for goods and/or services from other third-party vendors without tendering any further notices to VENDOR.

20. Severability. In the event any provision of this Contract is held by a court of competent jurisdiction to be unenforceable for any reason, the unenforceability thereof shall not affect the remainder of the provisions of this Contract, which shall remain in full force and effect and enforceable in accordance with this Contract.

21. Enforcement. In the event either party incurs legal expenses or costs to enforce this Contract, the prevailing party shall be entitled to recover the costs of such action so incurred, including, without limitation, reasonable attorney’s fees and costs.

22. No Third Party Beneficiaries. This Contract is for the benefit of the parties hereto and is not entered into for the benefit of any other person or entity. Nothing in this Contract (and nothing in the PO) shall be deemed or construed to create or confer any benefit, right or cause of action for any third party or entity.

23. Assignment. VENDOR may not assign its rights and/or obligations under this Contract (or the PO) without the prior written approval of VSO.

24. Non-Discrimination. VENDOR shall not discriminate against any client, employee or applicant for employment because of race, age, color, religion, sex, sexual orientation, sexual preference, national origin, physical or mental disability, marital status or medical status. VENDOR shall comply with all applicable sections of the Americans with Disabilities Act. VENDOR agrees that compliance with this provision constitutes a material condition to this Contract, and that it is binding upon VENDOR, its successors, transferees, and assignees for the period during which goods and/or services are provided. VENDOR further agrees to ensure that its independent contractors/subcontractors are not in violation of the terms of this provision.

25. Public Records. VSO is subject to Chapter 119, Florida Statutes, the "Public Records Law." No claim of confidentiality or proprietary information in all or any portion of this Contract (or the PO) will be honored unless a specific exemption from the Public Records Law exists and it is cited in this Contract (or the PO). An incorrectly claimed exemption does not disqualify VENDOR, only the exemption claimed.

Pursuant to Florida law (including specifically but not limited to section 119.0701, Florida Statutes), VENDOR must comply with all applicable public records law. Specifically, VENDOR shall:

25.1 Keep and maintain public records required by SHERIFF to perform the services contracted for in this Contract.

25.2 Upon request from SHERIFF, SHERIFF’s designee or SHERIFF’s custodian of public records, provide SHERIFF or SHERIFF’s designee with a copy of the requested records or allow the records to be inspected or copied, at SHERIFF or SHERIFF’s designee’s sole option, within a reasonable time at no cost to SHERIFF.

25.3 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 Contract if VENDOR does not transfer the records to SHERIFF.

25.4 Upon completion of this Contract, transfer, at no cost, to SHERIFF all public records in possession of VENDOR or keep and maintain public records required by SHERIFF to perform the services contracted for in this Contract, at SHERIFF’s sole option. If VENDOR transfers all public records to SHERIFF upon completion of the contract, 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 this Contract, VENDOR shall meet all applicable requirements for retaining public records.

25.5 All public records stored electronically by VENDOR pertaining to the services contracted for in this Contract must be provided to SHERIFF, upon request from the SHERIFF, or SHERIFF’s designee or SHERIFF’s custodian of records, in a format that is compatible with the information technology systems of SHERIFF.

In the event VENDOR receives a public records request related to this Contract and the goods and or services provided hereunder, VENDOR shall promptly forward the same to SHERIFF for SHERIFF’s records.

IF VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO VENDOR’s DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE PUBLIC RECORDS OFFICE AT: RECORDS SECTION, VOLUSIA SHERIFF’s OFFICE, 123 WEST INDIANA AVE., 4th FLOOR, DELAND, FLORIDA 32720, (386) 736-5962.

26. Governing Law and Venue. VENDOR agrees that any and all agreements and transactions and performances resulting from this Contract will be governed by the laws of the State of Florida, and that VENDOR shall meet all local, state and federal certification requirements, and any other applicable laws, codes, rules, regulations and standards throughout VENDOR’s performance of this Contract.

The venue for any litigation between the parties under this Contract shall be exclusively in the County of Volusia, Florida, unless the litigation is exclusively cognizable in federal court and venue shall then be exclusively in the United States District Court, Middle District of Florida in Orlando, Florida. Each party agrees to submit to the personal jurisdiction of these courts in any lawsuits filed there against such party arising in connection with this Contract.

27. Scrutinized Vendor List, Verification of Employment Eligibility, Foreign Influence, Common Carrier Attestation, and Forced Labor Vendor List. By acceptance of the terms and conditions of this Contract, VENDOR certifies that:

27.1 Scrutinized Vendor List. It is not on the Scrutinized Companies that Boycott Israel List, created pursuant to §215.4725, Florida Statutes, or engaged in a boycott of Israel; and, for bids, proposals or contracts for goods or services of One Million Dollars ($1,000,000) or more, that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or engaged in business operations in Cuba or Syria, per §287.135, Florida Statutes. If VSO determines, using credible information available to the public, that VENDOR has submitted a false certification, VSO shall provide VENDOR with written notice of its determination. VENDOR shall have ninety (90) calendar days following receipt of the notice to respond in writing and to demonstrate that the determination of false certification was made in error. If VENDOR does not make such demonstration within ninety (90) calendar days after receipt of the notice, VSO shall bring a civil action against VENDOR. If a civil action is brought and the court determines that VENDOR has submitted a false certification, VENDOR shall pay a civil penalty equal to the greater of Two Million Dollars ($2,000,000) or twice the amount of the contract for which the false certification was submitted, and all reasonable attorney fees and costs, including any costs for investigations that led to the finding of false certification, and VENDOR will be ineligible to bid on any contract with an agency or local governmental entity for three (3) years after the date VSO determined that VENDOR submitted a false certification, pursuant §287.135(5)(a) Florida Statutes.

27.2 Verification of Employment Eligibility. In accordance with, §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 during the term of this Contract and shall expressly require any subcontractors performing work or providing services pursuant to this Contract to likewise utilize the E-Verify System to verify the employment eligibility of all new employees hired by the subcontractor during the term of this Contract. If VENDOR enters into a contract with a subcontractor performing work or providing services on its behalf, VENDOR shall also require the subcontractor to provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Information on registration for and use of the E-Verify System can be obtained via the internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-Verify. Every VENDOR shall, upon request, provide evidence of compliance with this provision to VSO. Failure to comply with this provision is a material breach of this Contract, and VSO may choose to terminate this Contract at any time at its sole discretion. VENDOR may be liable for all costs associated with VSO securing the same services, inclusive, but not limited to, higher costs for the same services and rebidding costs (if necessary).

VENDOR, by virtue of acceptance of the PO and this Contract, certifies that:

1. VENDOR and its subcontractors are aware of the requirements of Florida Statute 448.095, and upon request from VSO, will provide evidence of such compliance.

2. VENDOR and its subcontractors are registered with and using the E-Verify system to verify the work authorization status of newly hired employees.

3. VENDOR will not enter into a contract with any subcontractor unless each party to the contract registers with and uses the E-Verify system.

4. The subcontractor will provide VENDOR with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with unauthorized aliens.

5. VENDOR must maintain a copy of such affidavit.

6. VSO may terminate this Contract on the good faith belief that VENDOR or its subcontractors knowingly violated Florida Statutes 448.09(1) or 448.095(2)(c).

7. If this Contract is terminated pursuant to Florida Statute 448.095(2)(c), VENDOR may not be awarded a public contract for at least 1 year after the date on which this Contract was terminated.

8. VENDOR is liable for any additional cost incurred by VSO as a result of the termination of this Contract.

27.3 Foreign Influence. VENDOR represents and warrants that it has made any applicable disclosures to VSO which are required under Florida Statute 286.101(3)(a) pertaining to business transactions with a foreign country of concern as more fully defined within said statute.

27.4 Common Carrier Attestation.

27.4.1 This section shall only apply where VENDOR is a common carrier, as defined by section 908.111 of the Florida Statutes.

27.4.2 In accordance with Florida Chapter 908, Federal Immigration and Enforcement (Section 908.111, Florida Statutes), a governmental entity may not execute, amend, or renew a contract with a common carrier or contracted carrier if the carrier is willfully providing any service in furtherance of transporting a person into the State of Florida knowing that the person is an unauthorized alien, except to facilitate the detention, removal, or departure of the person from this state or the United States. Violation of this section by VENDOR shall result in termination of this Contract and may cause VENDOR debarment.

27.4.3 By accepting this Contract and the PO, VENDOR attests that it is not willfully providing any service in furtherance of transporting a person into the State of Florida knowing that the person is an unauthorized alien, except to facilitate the detention, removal, or departure of the person from this state or the United States. Additionally, by accepting this Contract and the PO, and under penalties of perjury, VENDOR further declares that it has read the foregoing statement and that the facts stated in it are true.

27.5 Forced Labor Vendor List. In accordance with section 287.1346, Florida Statutes, VENDOR hereby certifies by a member of VENDOR’s senior management that to the best of his or her knowledge the commodities VENDOR is offering to VSO have not been produced, in whole or in part, by forced labor. A company that submits a false certification or that should have known that a commodity provided under a contract with an agency was produced, in whole or in part, by forced labor and is subsequently placed on the forced labor vendor list shall be assessed a fine of $1,000 or an amount equal to 20 percent of the value of the commodity provided to the agency under the contract, whichever is greater.

VENDOR acknowledges that:

(1) A company on the forced labor vendor list may not:

(a) Submit a bid, proposal, or reply on a contract to provide any commodities to an agency;

(b) Be awarded a contract to perform work as a contractor, supplier, subcontractor, or consultant with an agency for the provision of commodities; or

(c) Transact business for the provision of commodities with any agency.

(2) An agency may not accept a bid, proposal, or reply from, award a contract to, or transact business pertaining to the provision of commodities with a company on the forced labor vendors list, or an entity under the control of such company for a period of 365 days after the company was placed on the list unless the company is removed from the list pursuant to applicable procedures.

(3) A company must notify the Florida Department of Management Services within 30 days after gaining actual knowledge that the company has provided to an agency a commodity produced, in whole or in part, by forced labor. Any agency that receives information that a company has provided to an agency a commodity produced, in whole or in part, by forced labor must provide information to the department in writing in 10 days.

(4) Upon receiving from any source reasonable and credible information that a company has submitted a false certification or provided to an agency a commodity produced, in whole or in part, by forced labor, the department shall investigate the information and determine whether good cause exists to place that company on the forced labor vendor list and whether such placement is in the public interest. If good cause exists and placement is in the public interest, the department shall notify the company in writing of the department’s intent to place the company on the list and of the company’s right to a hearing, the procedure that must be followed, and the applicable time requirements. If the company does not request a hearing, the department shall enter a final order placing the company of the forced labor vendor list. A company may not be placed on the forced labor vendor list without receiving an individual notice of intent from the department.

(5) Placement on the forced labor vendor list does not affect any rights or obligations under any contract, franchise, or other binding agreement that predates such placement.

28. Public Entity Crimes. In accordance with the Public Entity Crimes Act (Section 287.133, Florida Statutes) a person or affiliate who has been placed on the convicted vendor list (“Convicted Vendor List”) maintained by the State of Florida Department of General Services following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of thirty six (36) months from the date of being placed on the Convicted Vendor List. VENDOR hereby certifies that VENDOR is not on the Convicted Vendor List.

29. Entire Agreement and Duly Authorized Representative. This Contract, and any VSO writings attached to and or referenced in this Contract, including the PO and any exhibits, attachments and schedules attached hereto and or to the PO, and including, General Terms and Conditions for All Issued Purchase Orders contained on VSO’s website, contains the sole and entire agreement between the parties. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Contract or the PO or any representations inducing the issuance and delivery of the PO except such representations as are specifically set forth herein, and the parties acknowledge that they have relied on their own judgment in entering into this Contract. The parties further acknowledge that any statements or representations that may have been made by either of them to the other are void and of no effect and that neither of them has relied on such statements or representations in connection with its dealings with the other. No other “click on” or “click through” online agreements or terms/conditions found on the VSO Website or any other communication by and between the parties (and not set forth or agreed to as provided for in this Contract) shall alter, modify, supplement, or replace the terms and conditions contained in this Contract or found, referenced or attached to the PO. No alteration of this Contract is binding on VSO unless signed by VSO.

By commencing the services for VSO or providing the goods to VSO under this Contract (and the PO), VENDOR certifies by its duly authorized representative that it has reviewed and accepts the terms and conditions of contracting with VSO as set forth in this Contract and specifically certifies VENDOR’s compliance with sections 24, 27, and 28, above, and said duly authorized representative further certifies that you as such duly authorized representative are fully authorized to make such a representation and certification to VSO and to enter into this legally binding Contract on behalf of VENDOR providing these services and/or goods to VSO.

30. Independent Contractor.

30.1 It is understood and acknowledged that the goods and or services which VENDOR will provide to VSO hereunder shall be in the capacity of an independent contractor and not as an employee or agent of VSO. VENDOR shall control the conditions, time, details, and means by which VENDOR supplies the goods and or performs the services in accordance with the terms and provisions of this Contract. VSO shall have the right to inspect the work of VENDOR as it progresses solely for the purpose of determining whether the work is being or will be completed according to the applicable provisions of this Contract.

30.2 VENDOR has no authority to commit, act for or on behalf of VSO, or to bind VSO to any obligation or liability.

30.3 VENDOR and its employees, agents, and representatives shall not be eligible for and shall not receive any employee benefits from VSO and shall be solely responsible for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to the fees earned by VENDOR hereunder.

31. Audit. VSO shall have the right to audit the books, records, and accounts of VENDOR that are related to this Contract. VENDOR shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to this Contract. All books, records, and accounts of VSO shall be kept in written form, or in a form capable of conversion into written form within a reasonable time and, upon request to do so, VENDOR shall make same available at no cost to VSO in written form. VSO’s reasonable expenses and professional fees incurred by VSO related to such an audit shall be reimbursed by VENDOR if said audit reflects a variance in payments by VSO that is greater than five percent (5%) of the sums due from VSO under this Contract.

VENDOR shall preserve and make available, at reasonable times for examination and audit by VSO, all financial records, supporting documents, statistical records, and any other documents pertinent to this Contract for the required retention period of the Public Records Law, if applicable, or, if the Public Records Law is not applicable, for a minimum period of three (3) years after termination of this Contract. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Public Records Law is determined by VSO to be applicable to VENDOR's records, VENDOR shall comply with all requirements thereof; however, no confidentiality or nondisclosure requirement of either federal or state law shall be violated by VENDOR. Any material entry that is incomplete or incorrect in such books, records, and accounts shall be a basis for VSO's disallowance and recovery of any payment upon such entry.

32. Federal System for Award Management (SAM) database. Where funding, in whole or in part, is through a federal grant:

32.1 By submission of an offer, VENDOR/offeror acknowledges the requirement that a prospective awardee shall be registered in the SAM database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

32.2 VENDOR/offeror shall provide in its response its Unique Entity ID created in SAM.gov, which identifies the offeror’s name and address exactly as stated in the offer. The Unique Entity ID will be used to verify that the offeror is registered in the SAM database.

32.3 No award will be made to a VENDOR/offeror listed on the SAM Excluded list.

33. The following provisions apply where the Purchase Order is funded by Federal Grants or Programs or VSO is seeking, or will seek, FEMA reimbursem*nt for all or part of the consideration being paid to VENDOR:

33.1 Suspension and Debarment

33.1.1 If this Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000, VENDOR is required to verify that none of VENDOR, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

33.1.2 VENDOR must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

33.1.3 The Suspension and Debarment Certification attached to the Purchase Order regarding Debarment and Suspension is a material representation of fact relied upon by the Subgrantee if applicable as identified in this Contract (“Subgrantee”). If it is later determined that VENDOR did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of Florida, if applicable, then the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

33.1.4 VENDOR agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any Contract that may arise from this offer. VENDOR further agrees to include a provision requiring such compliance in its “lower tier covered transactions.”

33.2 Byrd Anti-Lobbying Amendment. VENDORS who apply or bid for an award of $100,000 or more or if the consideration to be paid to VENDOR is, or will be sought to be, subject to FEMA reimbursem*nt effort by VSO, then VENDOR shall file the Byrd Anti-Lobbying Amendment Certification attached to the Purchase Order. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient.

33.3 Equal Employment Opportunity. During the performance of this Contract, VENDOR agrees as follows:

33.3.1 VENDOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. VENDOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. VENDOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

33.3.2 VENDOR will, in all solicitations or advertisem*nts for employees placed by or on behalf of VENDOR, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

33.3.3 VENDOR will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with VENDOR's legal duty to furnish information.

33.3.4 VENDOR will send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of VENDOR's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

33.3.5 VENDOR will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

33.3.6 VENDOR will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its/his/her books, records, and accounts by the administering agency and theSecretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

33.3.7 In the event of VENDOR's noncompliance with the nondiscrimination clauses of this Contract or with any of the said rules, regulations, or orders, this Contract may be canceled, terminated, or suspended in whole or in part and VENDOR may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

33.3.8 VENDOR will include the portion of the sentence immediately preceding paragraph 33.3.1 herein and the provisions of the subparagraphs contained within this entire section 33.3 in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each sub vendor or vendor. VENDOR will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance;

Provided, however, that in the event VENDOR becomes involved in, or is threatened with, litigation with a sub vendor or vendor as a result of such direction by the administering agency, VENDOR may request the United States to enter into such litigation to protect the interests of the United States. VENDOR further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work; provided, that if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Contract.

VENDOR agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of vendors and subvendors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

VENDOR further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a vendor debarred from, or who has not demonstrated eligibility for, government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon vendors and sub vendors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, VENDOR agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to VENDOR under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such VENDOR; and refer the case to the Department of Justice for appropriate legal proceedings.

33.4 Davis-Bacon Act. When required by Federal program legislation and when applicable under federal law, VENDOR agrees that, for all VSO prime construction contracts/purchases in excess of Two Million Dollars ($2,000,000) VENDOR shall comply with the Davis-Bacon Act (40 USC 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, VENDOR is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determinate made by the Secretary of Labor. In addition, VENDOR shall pay wages not less than once a week. Current prevailing wage determinations issued by the Department of Labor are available at www.dol.gov. VENDOR agrees that, for any purchase to which this requirement applies, the award of the purchase to VENDOR is conditioned upon VENDOR’s acceptance of the wage determination. VENDOR further agrees that it shall also comply with the Copeland “Anti-Kickback” Act (40 USC 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Vendor and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each VENDOR or sub-recipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.

33.5 Compliance with the “Copeland Anti-Kickback” Act.

33.5.1 Vendor. VENDOR shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, as supplemented by Department of Labor regulations and the requirements of 29 C.F.R. pt. 3 (29 CFR Part 3, “CONTRACTOR and subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”) as may be applicable, which are incorporated by reference into the Contract. The forgoing Act provides that vendor, and/or subcontractor, and/or subrecipient, must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.

33.5.2 Subcontracts. VENDOR or sub vendor shall insert in any subcontracts the clause above and such other clauses as the FEMA may by appropriate instructions require, and also a clause requiring the sub vendors to include these clauses in any lower tier subcontracts. The prime vendor shall be responsible for the compliance by any sub vendor or lower tier sub vendor with all of these contract clauses.

33.5.3 Breach. A breach of the contract clauses above may be grounds for termination of the Contract, and for debarment as a vendor and sub vendor as provided in 29 C.F.R. § 5.12.”

33.6 Contract Work Hours and Safety Standards Act.

33.6.1 Overtime requirements. No vendor or sub vendor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty (40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty (40) hours in such workweek.

33.6.2 Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section vendor and any sub vendor responsible therefore shall be liable for the unpaid wages. In addition, such vendor and sub vendor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (33.6.1) of this section, in the sum of twenty-six dollars ($26) for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty (40) hours without payment of the overtime wages required by the clause set forth in paragraph (33.6.1) of this section.

33.6.3 Withholding for unpaid wages and liquidated damages. The applicable Federal agency or the loan or grant recipient shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by VENDOR or sub vendor under any such Contract or any other Federal Contract with the same prime vendor, or any other federally-assisted Contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime vendor, such sums as may be determined to be necessary to satisfy any liabilities of such vendor or sub vendor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (33.6.2) of this section.

33.6.4 Subcontracts. VENDOR or sub vendor shall insert in any subcontracts the clauses set forth in paragraph (33.6.1) through (33.6.4) of this section and also a clause requiring the sub vendors to include these clauses in any lower tier subcontracts. The prime vendor shall be responsible for compliance by any sub vendor or lower tier sub vendor with the clauses set forth in paragraphs (33.6.1) through (33.6.4) of this section.”

33.7 Notice of Federal Emergency Management Agency (FEMA) Reporting Requirements and Regulations

33.7.1 General. The applicable state agency or the local or Indian tribal government entity is using Public Assistance grant funding awarded by FEMA to VSO to pay, in whole or in part, for the costs incurred under this Contract. As a condition of Public Assistance funding under (major disaster or emergency) declaration, FEMA requires VSO to provide various financial and performance reporting.

33.7.1.1 It is important that VENDOR is aware of these reporting requirements, as the applicable state agency or the local or Indian tribal government entity may require VENDOR to provide certain information, documentation, and other reporting in order to satisfy reporting requirements to VSO which, in turn, will enable VSO to satisfy reporting requirements to FEMA.

33.7.1.2 Failure of VSO to satisfy reporting requirements to FEMA, or other applicable federal or state agencies, could be considered a material breach of the FEMA-State Agreement, or other federal and/or state laws and regulations, and could result in loss of Federal financial assistance awarded to fund this Contract, or materially endanger VSO’s attempts at seeking reimbursem*nt from FEMA, or applicable comparable state level agency, or grant funder (if government grant funds are the source of the payments to VENDOR).

33.7.2. Applicable Regulations and Policy. The applicable regulations, FEMA policy, and other sources setting forth these reporting requirements are as follows:

33.7.2.1 44 C.F.R. § 13.40 (Monitoring and Reporting Program Performance)

33.7.2.2 44 C.F.R. § 13.41 (Financial Reporting)

33.7.2.3 44 C.F.R § 13.50(b) (Reports)

33.7.2.4 44 C.F.R. § 206.204(f) (Progress Reports)

33.7.2.5 FEMA Standard Operating Procedure No. 9570.14, Public Assistance Program Management and Grant Closeout Standard Operating Procedure (Dec. 2013)

33.7.2.6 FEMA-State (or Tribal) Agreement.

33.7.3. Financial Reporting. VSO is required to submit to the following financial reports to FEMA:

33.7.3.1 Initial Report. An initial Federal Financial Report (SF 425) no later than thirty (30) days after FEMA has approved the first Public Assistance project.

33.7.3.2 Quarterly Reports. Following submission of the initial report, quarterly Federal Financial Reports until submission of the final report described in the following subparagraph. Reports are due on January 30, April 30, July 30, and October 30.

33.7.3.3 Final Report. A final Federal Financial Report within ninety (90) days of the end of the period of performance for the Public Assistance grant.

33.7.4 Performance Reporting. VSO is required to submit to the following performance reports to FEMA:

33.7.4.1 Initial Report. An initial performance report no later than 30 days after FEMA has approved the first Public Assistance project.

33.7.4.2 Quarterly Reports. Following submission of the initial report, quarterly performance reports until submission of the final report described in the following subparagraph. Reports are due on January 30, April 30, July 30, and October 33.

33.7.4.3 Final Report. A final performance report within ninety (90) days of the end of the period of performance for the Public Assistance grant.

33.8 Clean Air Act.

33.8.1 VENDOR agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

33.8.2 VENDOR agrees to report each violation to VSO and understands and agrees that VSO will, in turn, report each violation as required to assure notification to VSO, any other Grantee and/or Recipient identified in this Bid or as may later be identified, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

33.8.3 VENDOR agrees to include these requirements in each subcontract exceeding one-hundred fifty thousand dollars ($150,000) financed in whole or in part with Federal assistance provided by FEMA.

33.9 Federal Water Pollution Control Act.

33.9.1 VENDOR agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.

33.9.2 VENDOR agrees to report each violation to VSO and understands and agrees that VSO will, in turn, report each violation as required to assure notification to VSO, any other Grantee and/or Recipient identified in this Bid or as may later be identified, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

33.9.3 VENDOR agrees to include these requirements in each subcontract exceeding one-hundred thousand dollars ($100,000) financed in whole or in part with Federal assistance provided by FEMA.”

33.10 Energy Conservation. VENDOR agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.”

33.11 Procurement of Recovered Materials. For VSO purchases utilizing Federal Funds, VENDOR agrees to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act where applicable and provide such information and certification to VSO, VSO may require to confirm estimates and otherwise comply. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage for recovered material practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds ten thousand ($10,000) dollars or the value of the quantity acquired during the preceding fiscal year exceeds ten thousand ($10,000) dollars; procuring solid waste management services in a manner that maximizes energy and resource recovery, and establishing an affirmative procurement program for the procurement of recovered materials identified in the EPA guidelines.

33.11.1 In the performance of this Contract, VENDOR shall make maximum use of products containing recovered materials that are EPA-designated items, unless the product cannot be acquired competitively, within a timeframe providing for compliance with the contract performance schedule, meeting contract performance requirements, or at a reasonable price.

33.11.2 Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.

33.11.3 VENDOR also agrees to comply with all other applicable requirements of Section 6002 of the “Solid Waste Disposal Act.”

33.11.4 VENDOR acknowledges that (1) Section 889(b)(1) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (FY2019 NDAA) and 2 C.F.R. § 200.216, as implemented by FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or Services (Interim), prohibit the obligation or expending of federal award funds on certain telecommunication products or from certain entities for national security reasons and that (2) effective August 13, 2020, FEMA recipients and subrecipients, as well as their contractors and subcontractors, may not, and VENDOR represents, warrants and agrees that VENDOR and any of its contractors or subcontractors has not and will not, obligate or expend any FEMA award funds to:

a. Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system;

b. Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system; or

c. Enter into, extend, or renew contracts with entities that use covered telecommunications equipment or services as a substantial or essential component of any system, or critical technology as part of any system.

33.12 Right to Inventions Made Under a Contract or Agreement. If the VSO Federal award meets the definition of “funding agreement” under 37 CFR 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance or experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. VENDOR agrees to comply with the above requirements when applicable.

33.13 Profit as a Separate Element of Price. For purchases using federal funds in excess of $150,000, VSO may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.323(b). When required by VSO, VENDOR agrees to provide information and negotiate with VSO regarding profit as a separate element of the price for a particular purchase. However, VENDOR agrees that the total price, including profit, charged by VENDOR to VSO’s shall not exceed the awarded pricing, including any applicable discount, under this Contract.

33.14 Retention of Records. VENDOR agrees to maintain all books, records, accounts and reports required under this Contract for a period of not less than three years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case VENDOR agrees to maintain same until the (name of the state agency or local or Indian tribal government), (name of grantee), the FEMA Administrator, the Comptroller General of the United States, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related to the litigation or settlement of claims.”

33.15 Access to Records

33.15.1 VENDOR agrees to provide VSO, any involved federal or state agency or subdivisions of the said agencies, and any other Grantee and/or Recipient identified in this Contract or in the Purchase Order or as may later be identified, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of VENDOR which are directly pertinent to this Contract for the purposes of making audits, examinations, excerpts, and transcriptions.

33.15.2 VENDOR agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

33.15.3 VENDOR agrees to provide any involved federal or state agency or subdivisions of the said agencies, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives or authorized representative’s, access to construction or other work sites, pertaining to the work being completed under this Contract.

33.15.4 In compliance with the Disaster Recovery Act of 2018, VSO and VENDOR acknowledge and agree that no language in this Contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.

33.16 Use of DHS Logos and Seal. VENDOR shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA preapproval.

33.17 Compliance with Federal Law, Regulations, and Executive Orders. This is an acknowledgement that FEMA financial assistance may be used to fund this Contract, or VSO may seek reimbursem*nt of all, or a portion of the payments made to VENDOR, under this Contract. By entering the Contract, VENDOR agrees to comply will all applicable federal law, regulations, executive orders, and FEMA policies, procedures, and directives.

33.18 No obligation by the Federal Government. The Federal Government is not a party to this Contract and is not subject to any obligations or liabilities to the non-Federal entity, VENDOR, or any other party pertaining to any matter resulting from this Contract.

33.19 Program Fraud and False or Fraudulent Statements or Related Acts. VENDOR acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to VENDOR’s actions pertaining to this Contract.

33.20 Changes. For purposes of VSO’s eligibility to receive FEMA assistance, VENDOR acknowledges that the cost of any change, modification, change order, or constructive change must be allowable, allocable, within the scope of its grant or cooperative agreement, and reasonable for the completion of project scope. VENDOR agrees to provide written notice to VSO of any change of method, price or schedule of work by VENDOR which must then be agreed to in writing by VSO. It is the intent of the Parties to allow VSO to seek maximum recovery of a portion, or all, of the payments made to VENDOR, under this Contract, when VSO is eligible to do so under federal law and/or FEMA’S regulations. Therefore, to the maximum extent possible: (1) any provision contained within this Contract which prevents or obstructs VSO from seeking or qualifying for FEMA reimbursem*nt for the payments made to VENDOR under this Contract; or (2) any mandatory contractual provision is absent from this Contract that would prevent VSO from seeking or qualifying for FEMA reimbursem*nt for the payments expended to VENDOR, under this Contract, then VSO and VENDOR agree that this Contract shall be automatically amended at any time, without any further action, by either party to modify, change, delete, or add any such contractual provision in order to allow VSO to conform to the requirements contained within Appendix II to the Uniform Rules (Contract Provisions for Non-Federal Entity Contracts Under Federal Awards) under 2 C.F.R. §200.326 and 2 C.F.R. Part 200 and VSO and VENDOR shall be bound by such modification, change, deletion, or addition of any such contractual provision.

33.21 Domestic Preference for Procurements. As appropriate, and to the extent consistent with law, VENDOR should, to the greatest extent practicable, provide a domestic preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

33.22 Conflicting Terms. In the event of any inconsistency or conflict between Section 33 of this Contract and Sections 1 through 32 of this Contract and where the Contract is funded by Federal Grants or Programs, then the terms, conditions and provisions of Section 33 of this Contract shall govern and control. In all other respects, this Contract, as amended and supplemented hereby, shall remain in full force and effect.