CONTRACT LANGUAGE
1. The contract must be interpreted under Florida law and any litigation occurring in Pinellas County. Examples: Applicable Law and Venue. This Agreement shall be interpreted under and governed by the laws of the State of Florida. The exclusive venue of any action brought under this Agreement shall be Pinellas County, Florida, and the parties waive all objections to personal jurisdiction and venue not being residents of Pinellas County, Florida. GOVERNING LAW The laws of the State of Florida shall govern this Agreement. Governing Law. This Agreement shall be construed and the respective rights of the parties hereto determined according to the substantive laws of the State of Florida without regard to conflict or choice of laws principles. Exclusive jurisdiction of all matters arising under this Agreement shall be vested in the United States Middle District Court of the State of Florida, and the parties hereto expressly consent and submit to such jurisdiction. 2. The contract must contain a termination clause. A “for cause” cause term is ok as long as there is also a not for cause. Examples TERMINATION & PAYMENT AFTER CANCELLATION Termination Without Cause, any party may terminate this Agreement in its entirety anytime during the effective term of this Agreement upon thirty (30) days written notice to the other parties. Termination With Cause. If any party fails, neglects, refuses or is unable at any time to observe, perform and fulfill any of the terms or conditions of this Agreement, then any other party may give written notice to the non-performing party requiring the nonperforming party to remedy such breach; and, if at the expiration of ten (10) days from such notice, the non-performing party fails, neglects, refuses or is unable to remedy such breach, then the party which gives the written notice may, by further written notice to the non-performing party, terminate this Agreement in its entirety. CITY and the SHERIFF shall then be entitled only to compensation earned up to the date of termination as provided for herein, such to be CITY's and the SHERIFF's sole and exclusive remedy and such to constitute full settlement of any claim it might have against BAY ARBOR; and thereupon this Agreement shall be deemed null and void with all parties hereto discharged from any further rights or duties hereunder, except as may be otherwise specifically preserved herein. 3. We will always take fully and complete responsibility for any action of PCSO and its members. We will never take responsibility for other entity’s or agency’s employees. Typically
the “indemnity� is a mutual indemnity, where each side takes responsibility for its own members. Examples: INDEMNIFICATION AND HOLD HARMLESS: Each party to this MOU agrees to bear all court costs, defense costs, and liability for its own officers, agents and/or employees for acts undertaken pursuant to this MOU. Each party agrees, to the extent permitted by law, to indemnify and hold the other harmless of and from any claims, lawsuits and/or causes of action arising out of the acts, omissions and conduct of its own officers, agents and/or employees. However, nothing contained herein shall be construed to waive or modify the provisions of F.S. 768.28 or the doctrine of sovereign immunity as it applies to any party hereto. INDEMNIFICATION AND HOLD HARMLESS - SERVICES AGREEMENTS Indemnification. Contractor shall indemnify, pay the cost of defense, including reasonable attorneys' fees, and hold harmless PCSO from all suits, actions or claims of any character brought on account of any injuries or damages received or sustained by any person, persons or property by or from Contractor, or its employees acting under this Agreement; or by, or in consequence of any neglect in safeguarding the work; or on account of any negligent act or omission, neglect or misconduct of Contractor or its employees; or by, or on account of, any claim or amounts recovered under the "Workers' Compensation Law" or of any other laws, by-laws, ordinance, order or decree, except only such injury or damage as shall have been occasioned by the sole negligence of PCSO. Nothing contained herein waives or shall be construed to waive the immunity protections of any person or entity, consistent with Chapter 768, Florida Statutes and/or applicable federal law. 4. Many contracts include a provision if money is not allocated in the next fiscal year. An example: Non-funding Clause or Non-Appropriations In the event no funds or insufficient funds are appropriated and budgeted in any fiscal year, PCSO shall immediately notify ______ of such occurrence and the agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the PCSO of any kind whatsoever. 5. If we are contracting with a specific person, usually we will include a provision that indicates they are not a member. An example: Relationship of the Parties The Parties intend that an independent contractor relationship is created by this Agreement. The actual performance of the work covered by this Agreement shall be by Mr. _______ and no subcontracting of services is allowed. The Parties understand and agree that this Agreement is non-exclusive and that Mr._______ may perform services for other organizations. Sheriff may enter into similar or other Agreements with other contractors.
Independent Contractor Status and Compliance with the Immigration Reform and Control Act of 1986. The Contractor is and shall remain an independent contractor and is neither agent, employee, partner, nor joint venturer of Sheriff. Contractor acknowledges that it is responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 located at 8 U.S.C. 1324, et. seq., and regulations relating thereto, as either may be amended from time to time. Failure to comply with the above provisions shall be considered a material breach and shall be grounds for immediate termination of the Agreement, at the discretion of the Sheriff. Intent of Parties The parties to this Agreement acknowledge that the Contractor shall provide the services contemplated under this Agreement as an independent contractor and is neither an agent, employee, partner, nor joint venture with Sheriff. Further, to the extent that Contractor has other employees, they are employees of ____________________. They are not employees or agents of the Sheriff. OR The parties to this Agreement acknowledge that the Contract is an independent contractor pursuant to this Agreement and is neither an agent, employee, partner, nor joint venture with Sheriff. 6.
Public records provision. This MUST be in the contract PUBLIC RECORDS Effectively July 1, 2013, the legislature enacted ยง119.0701. This statute requires that all contractors comply with Florida's public record laws with respect to services performed on behalf of the Sheriff. Specifically, the statute requires that contractors: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service; (b) Provide the public with access to public records on the same terms and conditions that a public agency would provide the records and at a cost that does not exceed the cost provided by Chapter 119 of the Florida Statutes or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Sheriff in a format that is compatible with the information technology systems of the Sheriff.
Failure to comply with these provisions is considered an immediate breach of this contract. 7. The contract should cite the Prompt Payment Act regarding the terms of payment. Example: Prompt Payment Act With the exception of construction contracts, all references to the “Florida Prompt Payment Act” in our contracts should be changed to “Florida’s Local Government Prompt Payment Act” located at s. 218.70, et seq.
We do not agree to an arbitration clause. We will agree to an attorney’s fee clause as long as it is mutual.