5-MSA - MASTER SERVICE AGREEMENT for RFX.pdf

FLORIDA VIRTUAL SCHOOL

Master Service Agreement Cover Sheet

Master Service Agreement for MSA No.: CON01-250 Solicitation No.: RFP01-250XXXXB01-XXXXXX-XXXXXX Entity Name

Florida Virtual School (FLVS)

Contractor’s Name Humana Insurance Company Agreement Start Date , 2025

Agreement End Date:

X

Optional Renewal Terms:

Two (2) one-year renewals

Maximum Annual Amount of this Contract: $

X

Estimated Annual Contract: $ X

Board Approval Date (if required):

June 3, 2025

Contact Person for FLVS:

Name: Christina Elders

Title: Senior Manager Telephone: (516) 318 - 9619 Email: @flvs.net

Contact Person for Contractor:

Name: X

Title: X Telephone: (X) 4X Email: X@X.com

Attachments incorporated into this Agreement:

Attachment 1 – RFX and any addenda Attachment 2a – Fee Schedule Attachment 2b - Statements of Work (SOW) or Order Forms Attachment 3 – Contractor’s Response or terms of use Attachment 4 – Exhibits, Certifications Attachment 5 – Amendments Attachment 6 – other as required

Notes:

This Cover Sheet is for informational purposes only and not an official component of the Agreement.

mailto:X@X.com

MSA# CON01-240XXXXB01-XXXXIX-XXXXXX RFX MSA FY2022v1

FLORIDA VIRTUAL SCHOOL

Master Service Agreement

This Master Service Agreement (“Agreement”) is entered into by and between Florida Virtual

School (“FLVS”) and , a authorized to transact business in Florida (“Contractor”), collectively referred to hereinafter as “the Parties” or “Party.”

WHEREAS, FLVS is a corporate body and political subdivision of the State of Florida which is a component of Florida’s K-20 Education System and, in part, is responsible for the development of online educational courseware and distance learning programs; and

WHEREAS, FLVS issued the RFX (inclusive of any addenda) attached hereto and incorporated herein by this reference as Attachment 1;

WHEREAS, after free and open competition, Contractor submitted its Response (attached hereto and incorporated herein by this reference as Attachment 3), and was selected as the responsive and responsible Contractor by FLVS for;

WHEREAS, the Contractor is interested in and capable of performing the services for FLVS and FLVS desires to have the Contractor perform the service, and FLVS and Contractor find the terms of this Agreement mutually beneficial to their interests and goals.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

INCORPORATION OF RECITALS, foregoing recitals are true and correct and are incorporated herein by reference.

1. DEFINITIONS AND ATTACHMENTS INCORPORATED BY REFERENCE

1.1 Definitions. The following words shall be defined as set forth below:

a) "FLVS Master Service Agreement" or “Agreement” means the agreement between FLVS, and the Contractor as defined by the terms of this FLVS Master Service Agreement and its incorporated documents.

b) "Contractor" means the provider of the Goods or Services under the Agreement.

c) "Purchase Order" means the form or format used to make a purchase under the

Agreement (e.g., a formal written purchase order, electronic purchase order, procurement card, or other authorized means).

d) "RFX" means the Request for Proposal, Request for Bid, Invitation to Negotiate or other solicitation document (and any amendments or addenda thereto) specifically identified in FLVS Master Service Agreement that was issued to solicit the Services that are subject to the Contract, in Attachment 1.

e) "Response" means the Contractor’s submitted response to the RFX, including any modifications or clarifications accepted by FLVS in Attachment 3.

f) "Services" means the services and deliverables as provided in the Master Service

Agreement and as further described by the Statement of Work as required.

g) “Fee Schedule” means the Contractor’s Responsibilities as described in detail in

Attachment 2a.

h) “Statement of Work (SOW)” means the Contractor’s Responsibilities as described in detail in Attachment 2b.

i) “Affidavit Regarding Use of Coercion for Labor and Services” is set forth in

Attachment 4 as Exhibit A.

j) “Foreign Country of Concern Attestation” is set forth in Attachment 4 as Exhibit B.

k) “Student Records” is set forth in Attachment 4 as Exhibit C.

l) “Insurance Waiver” is set forth in Attachment 4 as Exhibit D; Sections 10.4

Worker’s Compensation, 10.5 Automobile Liability are intentionally omitted below.

1.2 Incorporation of Attachments. All Attachments referenced in this Agreement are incorporated herein by this reference excepting any terms or conditions that are contrary to those set forth in this Agreement.

2. DURATION OF AGREEMENT

2.1 Agreement Term. The term of this Agreement commences <Month Date, Year> and ends <Month Date, Year> (subject, however, to the provisions in section 4.2 below).

2.2 Agreement Renewal. FLVS shall have the option, in its sole discretion, to renew this Agreement on the same terms and conditions for <number> (#) <number> year terms upon FLVS’s thirty (30) day prior written notice to the Contractor. FLVS’s exercise of its optional renewal terms will depend upon the best interests of FLVS, funding, and Contractor's performance. Upon FLVS’s election to renew any part of this Agreement, Contractor shall remain obligated to perform in strict accordance with this Agreement unless otherwise agreed by FLVS and the Contractor pursuant to a duly executed amendment to this Agreement.

2.3 Agreement Extension. In the event that this Agreement shall terminate or be likely to terminate prior to the making of an award for a new Agreement for the Services, FLVS may extend this Agreement upon ten (10) calendar days’ prior written notice to Contractor for such period as may be necessary to afford FLVS a continuous supply of the Services.

3. DESCRIPTION OF SERVICES

3.1 Scope. The statement or scope of work, goods and/or other services to be provided by

Contractor and corresponding Fee Schedule are set forth in Attachments 2a and 2b, the

Stolarenko, Karen Include for fee schedule and or description of services as needed. If not, remove entirely.

Stolarenko, Karen Modify to address any insurance waivers. If none, remove entirely.

Note: when "intentionally deleting a section below be sure to note the deletion and include reference to this section (i.e. 1.1.h) terms of which are incorporated and made part of this Agreement by reference excepting any terms and conditions which are contrary to those set forth in this Agreement.

3.2 Reporting Requirements. Contractor shall provide all reports required by this

Agreement and any applicable SOW. Contractor shall keep a record of the purchases made pursuant to the Agreement and shall submit a report to FLVS upon request.

3.3 Non-Exclusive Rights. This Agreement is not exclusive. FLVS reserves the right to select other contractors to provide services similar to the Services described in this Agreement during the term of the Agreement.

3.4 No Minimums Guaranteed. This Agreement does not guarantee any minimum level of purchases or use of Services.

4. COMPENSATION, PAYMENT AND INVOICING

4.1 Pricing and Payment. The Contractor will be paid for Services rendered pursuant to the Agreement, final pricing documents and any Statement(s) of Work. Unless clearly stated otherwise in the Agreement, all prices are firm and fixed and are not subject to variation. Prices include, but are not limited to freight, insurance, fuel surcharges and customs duties. Payments made to the Contractor may be by a Visa Purchasing Card.

4.2 Purchase Orders. FLVS shall order Services by issuing a purchase order. Purchase Orders, used in conjunction with a Statement of Work (SOW), shall reference the SOW to establish the specific deliverables, costs, payment schedules, start/completion dates, etc. for specific assignments.

Before any shipments are made or services rendered, Contractor must receive a

Purchase Order. Contractor will not be compensated for work performed without receipt of a purchase order.

Purchase orders issued by FLVS pursuant to this Agreement must be received by the Contractor no later than close of business on the last day of the Agreement term to be considered timely, and the Contractor is obligated to perform timely purchase orders in accordance with the Agreement’s terms and conditions. Contractors are required to accept timely delivered purchase orders specifying delivery schedules exceeding the contracted schedule even when such extended delivery will occur after expiration of the Agreement term. Purchase orders received by the Contractor after close of business on the last day of the Agreement term shall be considered void.

Timely purchase orders for a one-time performance of contractual services shall be valid through the performance by the Contractor, and all terms and conditions of the Agreement shall apply to the single delivery/performance. Timely purchase orders for recurring delivery/performance by the Contractor shall be valid through their specified term, and all terms and conditions of the Agreement shall apply to the recurring delivery/performance.

In no event shall the duration of timely purchase orders exceed the expiration of the Agreement term by more than twelve months.

Stolarenko, Karen Delete when "Evergreen" is not applicable

4.3 Billing/Invoice. The Contractor shall submit a detailed invoice for the Services supplied to FLVS under the Agreement by email to FLVS Accounts Payable Department at accountspayable@flvs.net. Invoices must include the FLVS purchase order number. All invoices are required to be itemized reflecting the items on the purchase order. Unless otherwise stated in the Agreement, “lump sum” invoices shall not be submitted nor will be accepted for multiple line purchase orders. FLVS will only pay up to the dollar amounts authorized on the purchase order. FLVS shall pay all approved invoices in arrears and in accordance with applicable provisions of State law (please see section 4.4 of this Agreement). FLVS shall pay to Contractor the fees for services within forty-five (45) calendar days of receipt of invoice. Failure to follow these instructions may result in delay in processing invoices for payment.

Unless otherwise agreed in writing by FLVS and the Contractor, the Contractor shall not be entitled to receive any other payment or compensation from FLVS for Services provided by or on behalf of the Contractor under the Agreement. The Contractor shall be solely responsible for paying all costs, expenses, and charges (including without limitation any travel) it incurs in connection with its performance under the Agreement. If, and only if, payment or reimbursement of travel costs is expressly included within the scope of this Agreement, then the Contractor’s travel must be approved in advance by FLVS and such payment or reimbursement shall be limited to and governed by section 112.061, Florida Statutes.

4.4 Prompt Payment. Contractor shall be paid in accordance with Florida Statutes, Chapter

218, the Local Government Prompt Payment Act, upon submission of invoices to FLVS after delivery and acceptance of the goods and/or services provided. All work performed by Contractor pursuant to the Agreement will be at Contractor’s exclusive risk until final and complete acceptance of the work by FLVS. In the case of any loss or damage to the work prior to FLVS’s acceptance, such loss or damage will be Contractor’s responsibility.

4.5 Payment Contingent on Appropriation. FLVS’s performance and obligation to pay under this Agreement is contingent upon an annual appropriation by FLVS and the availability of funds to pay for the goods and services in this Agreement. FLVS shall be the final authority as to what constitutes an annual appropriation and the availability of funds necessary to continue funding this Agreement. If such funds are not appropriated or made available for this Agreement and this Agreement is terminated, such action will not constitute a default by FLVS. Contractor will be provided reasonable notice if funds are not appropriated or available. Notwithstanding any such termination, FLVS shall remain obligated to pay for all purchase orders for products or services fulfilled by Contractor prior to the termination notice as stated in section 5.

4.6 Delay of Payment Due to Contractor’s Failure. If FLVS in good faith determines that the Contractor has failed to perform or deliver Services as required by the Agreement, the Contractor shall not be entitled to any compensation under the Agreement until such Service is performed or delivered. In this event, FLVS may withhold that portion of the Contractor’s compensation which represents payment for Services that were not performed or delivered. To the extent that the Contractor’s failure to perform or deliver in a timely manner causes FLVS to incur costs, FLVS may deduct the amount of such incurred costs from any amounts payable to Contractor. FLVS authority to deduct such incurred costs shall not in any way affect FLVS authority to terminate the Agreement.

mailto:accountspayable@flvs.net

4.7 Set-Off Against Sums Owed by the Contractor. In the event that the Contractor owes

FLVS any sum under the terms of the Agreement, pursuant to any judgment, or pursuant to any law, FLVS may set off the sum owed against any sum owed by FLVS to the Contractor in FLVS sole discretion.

4.8 Most Favored Nation/Pricing. Contractor guarantees that all the benefits and terms granted to FLVS herein are at least as favorable as the benefits and terms granted by Contractor to any other government entity. Should Contractor enter into any Agreement with any other government entity for the delivery of any good(s) or service(s) in this Agreement which provides for benefits or terms more favorable than those contained herein, then this Agreement shall be deemed to be modified to provide FLVS with those more favorable benefits and terms. For this purpose, Contractor shall promptly notify FLVS of the existence of such more favorable benefits and terms and FLVS shall immediately receive the more favorable benefits and terms.

5. TERMINATION

This Agreement may be terminated by:

5.1 FLVS without cause upon delivery of written notice of intent to terminate this Agreement in whole or in part without the payment of any penalty provided to the Contractor not less than thirty (30) calendar days prior to the effective date of such termination. The Contractor shall be entitled to compensation, upon submission of invoices and proper proof of claim, for Services provided under the Agreement to FLVS up to and including the date of termination and FLVS shall be relieved of all obligations after said termination date. Payment will be made only upon submission of invoices and proper proof of the Contractor’s claim. This provision in no way limits the remedies available to FLVS under the Agreement in the event of termination. FLVS shall not be liable for any costs incurred by the Contractor in its performance of the Agreement, including, but not limited to, startup costs, overhead or other costs associated with the performance of the Agreement.

5.2 FLVS at any time if Contractor fails to perform any duties or covenants of this Agreement.

5.3 FLVS, in the event the Contractor is required to be certified or licensed as a condition precedent to providing the Services, the revocation or loss of such license or certification may result in immediate termination of the Agreement effective as of the date on which the license or certification is no longer in effect.

5.4 FLVS, if the Contractor becomes subject to any bankruptcy or insolvency proceeding under federal or state law to the extent allowed by applicable federal or state law including bankruptcy laws; the Contractor terminates or suspends its business; or FLVS reasonably believes that the Contractor has become insolvent or unable to pay its obligations as they accrue consistent with applicable federal or state law.

5.5 FLVS without penalty by giving thirty (30) calendar days’ written notice to the Contractor as a result of any of the following:

a) FLVS authorization to operate is withdrawn or there is a material alteration in the programs administered by FLVS; and/or

b) FLVS duties are substantially modified.

5.6 FLVS, if Contractor fails to comply with any of the provisions of this Agreement which is deemed a material breach and are not resolved prior to the cure period as stated in section 6 “Notice of Default.”

6. NOTICE OF DEFAULT

If there is a default event caused by the Contractor, FLVS shall provide written notice to the Contractor requesting that the breach or noncompliance be remedied within the period of time specified in FLVS written notice to the Contractor. If the breach or noncompliance is not remedied within the period of time specified in the written notice, FLVS may:

6.1 Immediately terminate the Agreement without additional written notice; and/or

6.2 Procure substitute services from another source and charge the difference between this

Agreement and the substitute Agreement to the defaulting Contractor; and/or;

6.3 Enforce the terms and conditions of the Agreement and seek any legal or equitable remedies.

7. CONTRACTOR’S TERMINATION DUTIES

Upon receipt of notice of termination or upon request of FLVS, the Contractor shall:

7.1 Cease work under the Agreement and take all necessary or appropriate steps to limit disbursements and minimize costs and furnish a report within thirty (30) calendar days of the date of notice of termination, describing the status of all work under the Agreement, including, without limitation, results accomplished, conclusions resulting therefrom, and any other matters FLVS may require;

7.2 Immediately cease using and return to FLVS, any personal property or materials, whether tangible or intangible, provided by FLVS to the Contractor;

7.3 Comply with FLVS instructions for the timely transfer of any active files and work product produced by the Contractor under the Agreement;

7.4 Cooperate in good faith with FLVS and its employees, agents, and contractors during the transition period between the notification of termination and the substitution of any replacement contractor(s); and

7.5 Immediately return to FLVS any payments made by FLVS for Services that were not delivered or rendered by the Contractor.

8. CONFIDENTIAL INFORMATION

8.1 Non-Disclosure Agreement. Some Services performed for FLVS may require the Contractor to sign a nondisclosure agreement. Contractor understands and agrees that refusal or failure to sign such a nondisclosure agreement, if required, may result in FLVS terminating this Agreement.

8.2 Access to Confidential Data. The Contractor’s employees, agents and subcontractors may have access to confidential data maintained by FLVS to the extent necessary to carry out the Contractor's responsibilities under the Agreement. The Contractor shall presume that all information received pursuant to the Agreement is confidential unless otherwise designated by FLVS. If it is reasonably likely the Contractor will have access to FLVS’s confidential information, then:

a) Any data supplied to or created by the Contractor under this Agreement or from any portion of FLVS data is the sole property of FLVS;

b) The Contractor shall provide to FLVS upon request a written description of the

Contractor's policies and procedures to safeguard confidential information;

c) Policies of confidentiality shall address, as appropriate, information conveyed in verbal, written, and electronic formats;

d) The Contractor must designate one individual who shall remain the responsible authority in charge of all data collected, used, or disseminated by the Contractor in connection with the performance of the Agreement; and

e) The Contractor shall provide adequate supervision and training to its agents, employees, and subcontractors to ensure compliance with the terms of the Agreement.

8.3 No Dissemination of Confidential Data. No confidential data collected, maintained, or used during performance of the Agreement shall be disseminated except as authorized by law and with the written consent of FLVS, either during the period of the Agreement or thereafter.

8.4 Disposition of Data Possessed by Contractor. The Contractor must return or securely delete all data collected, maintained, created or used in the course of the performance of the Agreement, in whatever form it is maintained and in all events in such format that is compatible with FLVS information technology systems, promptly at the request of FLVS.

8.5 Subpoena. In the event that a subpoena or other legal process is served upon the

Contractor for records containing confidential information, the Contractor shall promptly notify FLVS and cooperate with FLVS in any lawful effort to protect the confidential information.

8.6 Reporting of Unauthorized Disclosure. In the event Contractor or its representatives becomes aware of any unauthorized access to, use or disclosure of, any of FLVS’s data, then Contractor shall promptly, and at its own expense: (i) notify FLVS; (ii) inform FLVS daily of status during an ongoing investigation, analysis, or mitigation activity; and (iii) indemnify FLVS for all costs FLVS incurs for those activities.

8.7 Student Records. See Exhibit C, attached hereto and incorporated herein by this reference.

8.8 Data Breach. In the event of a breach of security as defined by Section 501.171, Florida Statutes, Contractor shall notify FLVS immediately, but no later than ten (10) calendar days following a determination of a breach of data security. Additionally, Contractor shall fully cooperate, at its own expense, with FLVS regarding FLVS’s obligations to notify interested parties of such breach and to carry out all other legal obligations related to a data breach.

8.9 Survives Termination. The Contractor’s obligations under this section 8 shall survive termination of the Agreement.

9. INDEMNIFICATION

9.1 Indemnification by Contractor. In addition to any other statutory or common law obligation to indemnify and defend FLVS, Contractor shall indemnify, defend, and hold harmless FLVS, its board of trustees, officers, agents and employees from any claim, loss, damage, penalty, or liability arising from the negligent acts, omissions, misfeasance, malfeasance, or intentionally wrongful conduct of Contractor, its employees, or agents relating to the performance of duties imposed upon Contractor by this Agreement. Such indemnity includes the duty to defend FLVS, its board of trustees, officers, agents and employees against any claim, complaint, or payment of any penalty imposed upon FLVS, its officers, or employees. Such indemnity shall not be limited by insurance or benefits payable by or for Contractor under worker’s compensation, disability, or other employee benefits laws or policies. Contractor shall timely provide to FLVS written notice of any claim, complaint, or demand asserted against Contractor related to the performance of this Agreement, and FLVS, at its option and sole discretion, thereupon shall be entitled to participate in the defense of any such claim, complaint, or demand. Contractor’s obligations under this section shall survive the termination of this Agreement.

9.2 Intellectual Property Indemnification.

a) Contractor shall, at its own expense, indemnify, defend, and hold harmless FLVS

(including FLVS board of trustees, officers, agents and employees), from and against any third-party liabilities, claims, demands or suits alleging that Contractor’s goods or services infringes any patent, trademark, copyright or other Intellectual Property right of a third party and shall pay all damages awarded or agreed to under a settlement for FLVS.

b) In case any of the Services is in any suit held to constitute infringement and its use is enjoined, Contractor shall, at its option and expense:

i. Procure for FLVS the right to continue using the Services;

ii. Replace or modify the same to the reasonable satisfaction of FLVS so that it becomes non-infringing; or

iii. Remove the same and cancel any future charges pertaining thereto.

c) Contractor, however, shall have no liability to FLVS if any such patent, copyright, or trademark infringement or claim thereof is based upon or arises out of:

i. Compliance with designs, plans or specifications furnished by or on behalf of

FLVS as to the Services;

ii. Use of the Services in combination with apparatus or devices not supplied by Contractor, but only if combination is the cause of the infringement; or

iii. Use of the Services in a manner for which the same was neither designed nor contemplated.

9.3 Survives Termination. The indemnification obligation of Contractor shall survive termination of the Agreement.

10. INSURANCE

Contractor shall provide all insurance as required.

10.1 Contractor shall obtain and maintain in full force prior to performance and effect throughout the term of this Agreement no less than 5 years past the completion of the Services with a reputable insurance carrier qualified to do business in the state of Florida and having a rating of not less than “A” from A.M. Best & Company. All certificates of insurance shall be provided within ten (10) calendar days of contract execution.

10.2 All policies of insurance shall be written on a per occurrence basis. All such insurance policies shall, to the extent permitted under applicable law, provide that (a) the policies shall not be cancelled nor shall any material change be made therein without at least ten

(10) calendar days’ prior written notice to Florida Virtual School (FLVS) and (b) FLVS is to be named as an additional insured party with respect to Contractor activities.

10.3 General Liability Insurance: The Contractor shall maintain during the term of this

Agreement general liability insurance of not less than One Million (1,000,000) per occurrence and Two Million (2,000,000) General Aggregate for bodily injury and property damage liability, and personal injury and advertising liability. The General Liability policy should be on CGL 0001 (12/04) or equivalent form. Insurance shall be primary and non-contributory to any other insurance of the certificate holder and shall name the certificate holder, owners and any other required by written contract or an agreement as additional insured.

a) Policy should be endorsed with a “per project aggregate”. All coverages should include contingent liability and contingent property damage liability. If coverage is written on a Claims made basis the retroactive and continuity dates should be at least the first day services begin with FLVS. Policy should include an endorsement waiving all rights to subrogate against FLVS.

b) The above policies for General Liability insurance must be so written as to include Contingent Liability and Contingent Property Damage Insurance to protect the Contractor against claims arising from the operation of subcontractors.

10.4 Worker's Compensation Insurance: The Contractor shall maintain during the term of this Agreement, Worker's Compensation Insurance in accordance with Florida Statute 440. Contractors shall require all subcontractors to maintain such insurance during the term of this Agreement. Employer’s Liability Insurance: The Contractor shall maintain Employer’s Liability Insurance in an amount not less than Five Hundred Thousand Dollars $500,000.00 each accident for bodily injury by accident, Five Hundred Thousand Dollars $500,000.00 each employee for bodily injury by disease, and Five Hundred Thousand Dollars $500,000.00 policy limit for bodily injury by disease.

10.5 Automobile Liability Insurance: Automobile Liability Insurance shall be maintained by

Contractor as to ownership, maintenance, and use, including loading and unloading, of all owned, non-owned, leased or hired vehicles with limits of not less than One Million Dollars $1,000,000 combined single limit each accident for bodily injury & property damage liability.

10.6 Professional Liability and Cyber Liability including: Technology Errors and

Omissions, Telecommunications Errors and Omissions, or Multimedia Professional Liability whichever is applicable, shall be maintained by Contractor in an amount not less than One Million $1,000,000, and Network Security Liability, Privacy Liability, Crisis Management, Cyber Extortion, and Media Liability in an amount not less than One Million Dollars $1,000,000.

11. BONDS

The Contractor shall provide all required bonds as stated by FLVS herein. The bonds shall be issued by a company licensed to do business in the state of Florida, with offices in Florida and with a four -star rating or higher.

11.1 Bid Bond: Required ☐ Not Applicable ☒

11.2 Contract Bond: Required ☐ Not Applicable ☒

11.3 Maintenance Bond: Required ☐ Not Applicable ☒

11.4 Performance Bond: Required ☐ Not Applicable ☒

11.5 Payment Bond: Required ☐ Not Applicable ☒

12. WARRANTIES

12.1 Construction of Warranties Expressed in the Agreement with Warranties Implied by Law. All warranties made by the Contractor and/or subcontractors in all provisions of the Agreement and the Statement of Work, whether or not the Agreement specifically denominates the Contractor’s and/or subcontractors’ promise as a warranty or whether the warranty is created only by the Contractor’s affirmation or promise, or is created by a description of the Services to be provided, or by provision of samples to FLVS shall not be construed as limiting or negating any warranty provided by law, including without limitation, warranties which arise through course of dealing or usage of trade, the warranty of merchantability, and the warranty of fitness for a particular purpose. The warranties expressed in the Agreement are intended to modify the warranties implied by law only to the extent that they expand the warranties applicable to the Services provided by the Contractor. The provisions of this section apply during the term of the Agreement and any extensions or renewals thereof.

12.2 Warranty – Nonconforming Services and Goods. All Services and any goods delivered by Contractor to FLVS shall be free from any defects in design, material, or workmanship. If any Services or goods offered by the Contractor are found to be defective in material or workmanship, or do not conform to Contractor’s warranty, FLVS shall have the option of returning, repairing, or replacing the defective Services or goods at Contractor’s expense. Payment for Services and any goods shall not constitute acceptance. Acceptance by FLVS shall not relieve the Contractor of its warranty or any other obligation under the Agreement.

12.3 Compliance with Federal Safety Acts. Contractor warrants and guarantees to FLVS that the Services provided under the Agreement are in compliance with sections 5 and 12 of the Federal Trade Commission Act; the Fair Packaging and Labeling Act; the Federal Food, Drug, and Cosmetic Act; the Consumer Product Safety Act; the Federal Environmental Pesticide Control Act; the Federal Hazardous Substances Act; the Fair Labor Standards Act; the Wool Products Labeling Act; the Flammable Fabrics Act; the Occupational Safety and Health Act; the Office of Management and Budget A-110 Appendix A; and the Anti-Kickback Act of 1986.

12.4 Conformity with Contractual Requirements. The Contractor represents and warrants that the Services provided in accordance with the Agreement will appear and operate in conformance with the terms and conditions of the Agreement.

12.5 Product Recall. If this Agreement includes the provision of goods and in the event that any of the goods are found by the Contractor, FLVS, any governmental agency, or court having jurisdiction to contain a defect, serious quality or performance deficiency, or not to be in compliance with any standard or requirement so as to require or make advisable that such goods be reworked or recalled, the Contractor will promptly communicate all relevant facts to FLVS and undertake all corrective actions, including those required to meet all obligations imposed by laws, regulations, or orders, and shall file all necessary papers, corrective action programs, and other related documents, provided that nothing contained in this section shall preclude FLVS from taking such action as may be required of it under any such law or regulation. The Contractor shall perform all necessary repairs or modifications at its sole expense except to any extent that the Contractor and FLVS shall agree to the performance of such repairs by FLVS upon mutually acceptable terms.

12.6 Obligations Owed to Third Parties. The Contractor represents and warrants that all obligations owed to third parties with respect to the activities contemplated to be undertaken by the Contractor pursuant to the Agreement are or will be fully satisfied by the Contractor so that FLVS will not have any obligations with respect thereto.

12.7 Warranties Applicable to Work Product.

a) Assignment. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Contractor agrees to and hereby does assign to FLVS all intellectual property rights in all written materials, video, graphics or other multimedia materials, computer programs (including all source and object code, documentation, manuals or specifications relating to same) and any other works or materials created for FLVS under this Agreement or any Statement of Work as such rights are defined in any jurisdiction throughout the world (the “Work Product”). Contractor agrees to execute all documents that may be necessary to confirm FLVS’s ownership of the Work Product, acknowledges that FLVS may use the Work Product in whatever way and for whatever purpose it chooses, in its sole discretion, and represents and warrants that any third parties who are permitted to contribute to the Work Product under this Agreement are bound by all of the obligations of this section.

b) License to Preexisting and Third-Party Materials. Unless otherwise approved by FLVS in advance, no third-party materials or preexisting Contractor materials will be incorporated into or combined with any Work Product delivered to FLVS.

For any third-party materials or preexisting Contractor materials that are approved for use with Work Product, Contractor grants FLVS (on its own behalf and on behalf of any required third parties) a perpetual, non-exclusive, royalty free license to possess and use same for all purposes contemplated in this Agreement, including the right to create derivative works based on same.

c) Contractor’s Representations and Warranties. Contractor represents and warrants that: (a) all Work Product created hereunder will be wholly original to Contractor and that Contractor has full right, title and authority to transfer ownership of same to FLVS as contemplated hereunder; (b) for any materials or other assets provided under this Agreement for which Contractor does not have full right, title or ownership, that Contractor has all necessary right and authority to grant the licenses or other rights set forth in this Agreement; (c) that there are no third-party restrictions on Contractor’s rights, including but not limited to any confidentiality restrictions, license restrictions, encumbrances, liens or use restrictions, that will prevent FLVS from exercising the rights granted under this Agreement; (d) any Work Product will be compatible with and may be used in conjunction with other software or hardware as described herein, in any Statement of Work, or in any documentation relating to the Work Product; (e) there are no copy protection or similar mechanisms within the Work Product or any materials being licensed with it which will, either now or in the future, interfere with the rights granted herein; (f) the Work Product and any other materials licensed hereunder do not contain any virus, worm, Trojan Horse, tracking software or devices capable of identifying users or tracking use, or any undocumented software locks or drop dead devices which would render inaccessible or impair in any way the operation of the Work Product or any other hardware, software or data which the Work Product is designed to work with; (g) unless approved by FLVS in advance, the Work Product and any materials licensed with it are and shall be free from all liens and encumbrances, shall not contain any “open source” software, freeware or software subject to any public license or similar license obligations; (h) the Work Product, any materials licensed with it and FLVS exercise of its rights hereunder, do not and will not infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, contract, right of publicity or privacy, or other right or interest of any third party, will not constitute libel or slander against, any person, firm or corporation, and no such third party claims are pending or have been asserted or threatened as of the effective date of this Agreement; and (i) any maintenance, support or other services performed hereunder shall be performed in a professional and competent manner in accordance with industry standards and in compliance with all applicable laws, regulations and orders.

12.8 Industry Standards. The Contractor represents and expressly warrants that all aspects of the Services provided or used by it shall at a minimum conform to the standards in the Contractor’s industry. This requirement shall be in addition to any express warranties, representations, and specifications included in the Agreement, which shall take precedence.

12.9 Contractor's Personnel and Staffing. Contractor warrants that all persons assigned to perform Services under this Agreement are either lawful employees of Contractor or lawful employees of a subcontractor authorized by FLVS. All persons assigned to perform Services under this Agreement shall be qualified to perform such Services.

Personnel assigned by Contractor shall have all professional licenses required to perform the Services.

13. HOSTING OR STORING FLVS DATA. If the Contractor’s Services include the Contractor hosting or storing data for FLVS or on FLVS’s behalf, then the following provisions shall apply:

13.1 Contractor agrees to maintain the appropriate security safeguards reasonably necessary to prevent unauthorized persons from accessing, using, disclosing, or otherwise committing any act that could breach or compromise the privacy, availability, integrity, or content of such data or information. Contractor and/or its designated hosting provider shall transmit and store any and all Confidential Information using a commercially supported encryption solution.

13.2 Contractor shall transmit and store all Confidential Information in encrypted form.

Licensor shall employ encryption solutions that meet the recommendations of the National Institute of Standards and Technology (NIST) Special Publication 800-111 and Federal Information Processing Standard (FIPS) 140-2.

13.3 Stored or at rest information means Confidential Information resting on any end user device, including but not limited to laptop and desktop computers, smartphones, tablets and PDA computers, CD/DVD media, removable flash drives, and backup tapes.

13.4 Transmitted or in-motion information means data transferal from one computing device to another across any network, wireless or wired.

13.5 In the event Contractor’s hosting or other storage of FLVS’s data is terminated, Contractor must ensure that FLVS is able to output all data, and save all reports, documents, and images in appropriate file folders and in such manner and access that FLVS can access, read, and use the data, prior to such termination and will provide, at no additional cost, reasonable assistance to FLVS to recover its data.

13.6 To facilitate FLVS’s recovery of its data, Contractor must provide a Data Dictionary or reasonable facsimile for all data stores that hold or manage FLVS data.

a) “Data Dictionary” means a document that describes the details of all databases and database management systems (DBMS) including the schema used to structure the data, the types of records stored in the database, integrity constraints, whether or not the records are encrypted, relationships and dependencies of the data to other systems, as well as the locations, hostnames, IP addresses of the database and DBMSs; additionally, the document must include the name and locations of all log files, transaction logs, key storage, and all other pertinent details that help identify, locate and access the database system and all of its components. FLVS may use the information related to such Data Dictionary for creating software interfaces to the applicable databases.

b) The Contractor data systems must provide FLVS with all reasonably required connectivity information to ensure that FLVS may connect any third party or FLVS owned functional components to the Contractor data systems as deemed necessary by FLVS, in its discretion, to obtain its data in useable form and in a manner that will minimize the disruption to FLVS’s operations.

14. E-VERIFY COMPLIANCE

In accordance with section 448.095, Florida Statutes, Contractor shall utilize the U.S. Agency of Homeland Security's E-Verify system, https://www.e-verify.gov/ to verify the employment eligibility of all employees hired during the term of this Agreement. Contractor shall also require all subcontractors, if any, performing work under this Agreement to utilize the E-Verify system for any employees they may hire during the term of this Agreement. Concurrent with Contractor’s execution and delivery of this Agreement and as a condition precedent to the effectiveness of this Agreement, the Contractor shall execute and deliver to FLVS the Contractor’s affidavit certifying compliance with this section. Thereafter during the term of this Agreement, upon FLVS’s request, the Contractor shall complete and return to FLVS within ten

(10) calendar days of FLVS’s request, the Contractor’s affidavit certifying compliance with this section and/or the Contractor’s subcontractor(s) affidavit(s) certifying compliance with this section. Failure to comply with this section shall be grounds for immediate termination of this

15. SECURITY

FLVS requires that a criminal background investigation be made of any and all Contractor personnel utilized to provide Services to FLVS. Contractor represents and warrants that Contractor shall refrain from assigning personnel to any task under this Agreement if such investigation reveals a disregard for the law or other background that indicates an unacceptable security risk as determined by FLVS. The Contractor’s employees, agents and subcontractors may be granted access to state computers, hardware, software, programs and/or information technology infrastructure or operations to the extent necessary to carry out the Contractor's responsibilities under the Agreement. Such access may be terminated at the sole discretion https://www.e-verify.gov/ of FLVS. The Contractor shall provide immediate notice to FLVS of any employees, agents and/or subcontractors suspected of abusing or misusing such access privilege. The Contractor represents and warrants that Contractor shall provide notice to FLVS of the changed status of any employee, agent or subcontractor granted access to state computers, hardware, software, programs and/or information technology infrastructure or operations, including, but not limited to, termination or change of the position or contract relationship.

16. BACKGROUND SCREENING

Contractor represents and warrants to FLVS that the Contractor is familiar with sections 1012.32, 1012.321, 1012.465, 1012.467, and 1012.468, Florida Statutes, regarding background investigations. Contractor covenants to comply with all requirements of the above-cited statutes. If required, Contractor and its employees and/or agents must undergo a Level II Background Screening including fingerprinting at Contractor’s expense at a Fieldprint office in the United States (or such other location as determined by FLVS pursuant to law), and the determination by FLVS of having met the requirements prior to the start of the Agreement or authorization for personnel to be assigned to perform services under this Agreement.

Contractor agrees to indemnify and hold harmless FLVS, its officers, agents and employees from any liability in the form of personal injury or property damage resulting from Contractor’s failure to comply with the requirements of this section. The Technical Assistance paper for the Jessica Lunsford Act can be accessed at https://info.fldoe.org/docushare/dsweb/Get/Document-3151/k12_05-107a.

17. PUBLIC ENTITY CRIMES

A person or affiliate who has been placed on the convicted vendor list 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, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list.

18. COMPLIANCE WITH THE LAW

The Contractor, its employees, agents, and subcontractors shall comply with all applicable federal, state, and local laws, rules, ordinances, regulations and orders now or hereafter in effect when performing under the Agreement, including without limitation, all laws applicable to the prevention of discrimination in employment and the use of targeted small businesses as subcontractors or contractors. The Contractor, its employees, agents and subcontractors shall also comply with all federal, state and local laws regarding business permits and licenses that may be required to carry out the work performed under the Agreement. Contractor and Contractor's personnel shall also comply with all applicable local, state and federal laws and FLVS policies and standards in effect during the performance of the Agreement, including but not limited to FLVS’s policies and standards relating to personnel conduct, security, safety, confidentiality, and ethics.

19. SOLICITATION OF EMPLOYEES

https://info.fldoe.org/docushare/dsweb/Get/Document-3151/k12_05-107a

Each Party (FLVS and Contractor) agrees that, during the Term of this Agreement and for a period of twelve months following the termination of this Agreement for any reason, such Party shall not, directly or indirectly, on its own behalf for as a representative of any other person or entity, solicit or induce any employee of the other Party to terminate his or her employment relationship or to enter into employment with any other person or entity. Notwithstanding the foregoing, a general solicitation for resumes or employees published in a newspaper, on the internet, or in any other public medium or in a similar manner will not be deemed to be a violation of this section. Contractor acknowledges that FLVS has informed Contractor that FLVS employees are under contract that contain non-compete agreements and Contractor will not hire said employees unless the FLVS employee non-compete agreement has expired.

20. DRUG-FREE WORKPLACE

The Contractor hereby certifies as follows:

20.1 Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition.

20.2 Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations.

20.3 Give each employee engaged in providing the commodities or contractual services that are under proposal a copy of the statement specified in subsection 20.1 above.

20.4 In the statement specified in subsection 20.1 above, notify the employees that, as a condition of working on the commodities or contractual services that are under proposal, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893, Florida Statutes, or of any controlled substance law of the United States, or any state, for a violation occurring in the workplace no later than five (5) calendar days after such conviction.

20.5 Impose a sanction on or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted.

20.6 Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section 20.

21. CONTRACT ADMINISTRATION

21.1 Performance. FLVS will periodically inspect work to assure that the requirements of this Agreement are being met and performance is satisfactory. Should it be found that the requirements or performance specified herein are not being satisfactorily maintained, the Contractor shall be contacted and any discrepancies, inconsistencies, or items not meeting the specifications contained herein, are to be corrected immediately at no additional cost to FLVS. A second discrepancy notice shall serve as notification that any future discrepancies, inconsistencies, or items not meeting specifications contained herein, will result in termination of the Contractor’s right to proceed further with this work. In such event, the Contractor will be paid only for materials used. The Contractor and its sureties may be liable to FLVS for any additional cost incurred by FLVS to complete the job.