Appendix 6 Sample Contract.pdf

Contract Number CXXXX

Appendix 6: SAMPLE CONTRACT

STATE OF FLORIDA

DEPARTMENT OF REVENUE – CHILD SUPPORT PROGRAM

STANDARD CONTRACT

THIS CONTRACT is entered into between the State of Florida, Department of Revenue, hereinafter referred to as the "Department," and ______ hereinafter referred to as the "Contractor." As further agreed to and described in Section III. of this Contract, this Contract shall begin on , or on the date on which the contract has been signed by the last party required to sign it, whichever is later. It shall end on . For this Contract, there shall be ( ) optional renewal periods.

I. THE CONTRACTOR AGREES:

A. Contract Document

1. To provide commodities and services indicated on Attachment A in accordance with the terms and conditions specified in this Contract. Purchase order(s) may be issued to the Contractor annually.

This Contract was established by the following procurement method: RFP 2.

2. That the Contract document consists of all attached documents, and that the order of precedence is established in Attachment B.

B. Governing Law

That this Contract is executed and entered into in the State of Florida, and shall be construed, performed and enforced in all respects in accordance with Florida law including Florida provisions for conflict of laws. Venue shall be Tallahassee, Florida.

C. Invoicing and Travel

1. To submit bills for fees or other compensation for services or expenses in sufficient detail for a proper pre-audit and post-audit.

2. That where itemized payment for travel expenses is permitted in this Contract and authorized in advance by the Department’s Contract Manager, to submit bills for any travel expenses in accordance with s.112.061, Florida Statutes (F.S.), or at such lower rates as may be provided in this Contract.

3. That invoices shall be submitted to the following address: FDOR-CS- Invoices@FloridaRevenue.com and a copy of the invoice will be emailed to the Department’s Contract Manager at ___________.

D. Records and Retention

1. To establish and maintain books, records and documents (including electronic storage media) sufficient to reflect all income and expenditures of funds provided by the Department under this Contract.

2. To retain, at no additional cost to the Department, all client records, financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to this Contract for a period of five (5) years after completion of the Contract, or if an audit has been initiated and audit findings have not been resolved at the end of five (5) years, the records and documents shall be retained until resolution of the audit findings or any litigation which may be based on the terms of this Contract. If any such records are eligible for destruction under applicable record retention schedules before five (5) years after completion of the Contract the records may be destroyed with the prior written approval of the Department’s Contract Manager.

3. Upon demand and at no additional cost to the Department, the Contractor will facilitate the duplication and transfer of any records or documents during the required retention period.

E. Public Records, Audits, Inspections, Investigations and Monitoring

1. To notify the Department promptly of a request to inspect or copy public records related to the Contract, in accordance with s.119.0701(3), F.S. The parties agree the contractor is not acting as an agent of the Department.

2. To assure that these records shall be subject at all reasonable times to inspection, review, copying, or audit by Federal, State, or other personnel duly authorized by the Department.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION

OF CHAPTER 119, F.S. TO THE CONTRACTOR’S DUTY TO PROVIDE

PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE

CUSTODIAN OF PUBLIC RECORDS AT (850) 617-8347, or email:

Shanna.Waymon@FloridaRevenue.com , or Mail to: PO Box 6668, Tallahassee, FL 32314-6668.

3. To permit persons duly authorized by the Department to inspect Contractor facilities and information resources (computers, mobile computing and storage devices) relevant to this Contract to ensure compliance with state and federal security controls.

4. To permit persons duly authorized by the Department to inspect and copy any records, papers, documents, goods and services of the Contractor which are relevant to this Contract; and to interview any clients, employees and subcontractor employees of the Contractor to assure the Department of the satisfactory performance of the terms and conditions of this Contract. Following such review, the Department will deliver to the Contractor a written report of its findings and where appropriate, a request for the Contractor to submit a corrective action plan (see § III.C.).

5. To comply and cooperate immediately with any inspections, reviews, investigations, or audits deemed necessary by the Office of the Inspector General (s.20.055, F.S.), and/or the Auditor General (s.11.45, F.S.) of Florida.

6. To include the aforementioned audit, inspections, investigations and record keeping requirements in all subcontracts and assignments.

7. To comply and cooperate with the Department in regards to Contract initiation, monitoring, and reporting requirements as outlined in Attachment J.

8. To allow unilateral cancellation of the Contract by the Department for refusal by the Contractor to allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with the Contract, unless the records are exempt from s. 24(a) Art. I of the State Constitution and s.119.07(1), F.S.

F. Indemnification

NOTE: Except to the extent permitted by s.768.28, F.S., or other applicable Florida Law, Paragraphs 1.

and 2. are not applicable to contracts executed between state agencies or subdivisions.

1. To be liable for and indemnify, defend, and hold the Department and all of its officers, agents, and employees harmless from all claims, suits, judgments, or damages, including attorneys’ fees and costs, arising out of any act, actions, neglect, or omissions by the Contractor, its agents, or employees during the performance or operation of this Contract or any subsequent modifications thereof.

2. That its inability to evaluate its liability or its evaluation of liability shall not excuse the Contractor’s duty to defend and to indemnify within seven (7) days after notice by the Department by certified mail. After the highest appeal taken is exhausted, only an adjudication or judgment specifically finding the Contractor not liable shall excuse performance of this provision. The Contractor shall pay all costs and fees including attorneys’ fees related to these obligations and their enforcement by the Department. The Department’s failure to notify the Contractor of a claim shall not release the Contractor from these duties. The Contractor shall not be liable for the sole negligent acts of the Department.

3. Contractor is an independent contractor and not an agent or employee of the Department.

G. Insurance

To provide continuous adequate liability insurance coverage during the existence of this Contract and any renewal(s) and extension(s). By execution of this Contract, unless it is a state agency or subdivision as defined by s.768.28(2), F.S., the Contractor accepts full responsibility for identifying and determining the type(s) and extent of liability insurance necessary to provide reasonable financial protections for the Contractor and the customers to be served under this Contract. Within five (5) business days of the execution of this Contract the Contractor shall furnish to the Department’s Contract Manager written verification supporting both the determination and existence of such insurance coverage. Such coverage may be provided by a self-insurance program established and operating under the laws of the State of Florida. The Department reserves the right to require additional insurance as may be specified in this Contract.

H. Safeguarding State and Federal Confidential Information

To comply with all applicable state and federal laws, regulations and security controls related to access and use of confidential information obtained from individuals, businesses, state and federal resource information systems, information systems of other agencies, and from any other person, whether the information is maintained within the Department’s information systems or Contractor information system and devices or otherwise. Contractor will comply with the state of Florida Cybersecurity Standards Chapter 60GG-2, Florida Administrative Code, and will ensure that the following managerial, operational and technical security controls are in place whenever the Contractor or its subcontractors, if any, access state or federal confidential information.

1. Contractor shall restrict access to state and federal confidential information obtained under this

Contract to staff authorized to perform their official duties under this Contract. Access and use of information is authorized only for the purposes described in this Contract. IF THERE IS ANY DOUBT

WHETHER DISCLOSURE OF TAXPAYER OR CHILD SUPPORT PROGRAM INFORMATION IS

AUTHORIZED, THE INFORMATION MUST NOT BE DISCLOSED. Any questions should be directed to the Department’s Contract Manager who will discuss the question with the Office of the General Counsel.

2. All Contractor and subcontractor staff must review and acknowledge their understanding of Department policies and procedures related to safeguarding and disclosure of confidential information. Review and acknowledgement include the requirements for protecting state and federal confidential information, information resources, and the civil penalties and criminal sanctions for misuse and unauthorized disclosure. The review and acknowledgement must be completed annually by taking the self-study courses provided through the Department’s Learning Management system (LMS) or an alternative delivery method as approved by the Department. See Attachment F, Required Training Courses, for the required courses under this Contract.

3. All Contract terms relating to confidential information and data security apply to the Contractor, the Contractor’s employees, agents, subcontractors and any other person who performs work under the Contract or subcontract.

4. Contractor facilities must have locks and other protective measures at all physical access points to prevent unauthorized access to computer and support areas containing state and federal confidential information at all times when not in use.

5. Printed documents containing confidential information must be safeguarded in a locked container or facility when not in use and transported securely only for purposes directly related to performing the work under the Contract.

6. Contractor may not access or transmit state or federal confidential information obtained under this Contract remotely through unsecure commercial or public accesses.

7. Case or member data provided by the Department may not be transmitted to or stored in a cloud-based computing environment without prior written approval by the Department’s Contract Manager.

8. Access to Federal Tax Information (FTI) is not provided under this Contract.

I. Assignments and Subcontracts

1. To neither assign the responsibility for this Contract to another party nor subcontract for any of the work contemplated under this Contract without prior written approval of the Department which shall not be unreasonably withheld. Any sublicense, assignment, or transfer otherwise occurring without prior approval of the Department shall be null and void.

2. To be responsible for all work performed and for all products produced pursuant to this Contract whether actually furnished by the Contractor or its subcontractors. Any subcontracts shall be evidenced by a written document. The Contractor further agrees that the Department shall not be liable to the subcontractor in any way or for any reason. The Contractor, at its expense, will defend the Department against such claims.

3. To make payments to any subcontractor within seven (7) working days after receipt of full or partial payments from the Department in accordance with s.287.0585, F.S., unless otherwise stated in the Contract between the Contractor and subcontractor. Failure to pay within seven (7) working days will result in a penalty that shall be charged against the Contractor and paid to the subcontractor in the amount of one-half of one percent (.005) of the amount due per day from the expiration of the period allowed for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen percent (15%) of the outstanding balance due.

4. That the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Contract to another governmental agency in the State of Florida, upon giving prior written notice to the Contractor. In the event the State of Florida approves transfer of the Contractor’s obligations, the Contractor remains responsible for all work performed and all expenses incurred in connection with the Contract. This Contract shall remain binding upon the successors in interest of either the Contractor or the Department.

J. Return of Funds

To return to the Department any overpayments due to unearned funds or funds disallowed pursuant to the terms and conditions of this Contract that were disbursed to the Contractor by the Department. In the event that the Contractor or its independent auditor discovers that an overpayment has been made, the Contractor shall repay said overpayment immediately without prior notification from the Department.

In the event that the Department first discovers an overpayment has been made, the Department’s Contract Manager, on behalf of the Department, will notify the Contractor by letter of such findings.

Should repayment not be made forthwith, the Contractor will be charged at the lawful rate of interest on the outstanding balance after Department notification or Contractor discovery.

K. Purchasing

1. Recycled products or materials - In accordance with the provisions of s. 403.7065 (1), any state agency or agency of a political subdivision of the state which is using state funds, or any person contracting with any such agency with respect to work performed under contract, is required to procure products or materials with recycled content.

2. MyFloridaMarketPlace Transaction Fee The State of Florida, through the Department of Management Services, has instituted

MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(24), Florida Statutes (F.S.). All payments issued by Agencies to registered vendors for purchases of Commodities or Contractual Services under Chapter 287, F.S., shall be assessed the Transaction Fee of one percent (1.0%) of the total amount of the payments received from the State or Eligible Users, as prescribed by Rule 60A-1.031, Florida Administrative Code (F.A.C.), or as may otherwise be established by law. Vendors shall pay the Transaction Fee and are subject to automatic deduction of the Transaction Fee, when automatic deduction becomes available.

Vendors shall submit any monthly reports required pursuant to Rule 60A-1.031, F.A.C. All such reports and payments are subject to audit. The Agency will have grounds for declaring the vendor in default if the vendor fails to comply with the payment of the Transaction Fee or reporting of payments, which may subject the vendor to being suspended from business with the State of Florida.

L. Non-discrimination Requirements

That the Contractor will not discriminate against any employee in the performance of this Contract or against any applicant for employment because of age, race, religion, color, disability, national origin, marital status, sex or genetic information. The Contractor further assures that all subcontractors, sub grantees, or others with whom it arranges to provide services or benefits to participants or employees in connection with any of its programs and activities are not discriminating against those participants or employees because of age, race, religion, color, disability, national origin, marital status, sex or genetic information. This is binding upon the Contractor employing fifteen (15) or more individuals.

M. Employment Requirements

1. That unauthorized aliens shall not be employed by the Contractor. The Department shall consider the employment of unauthorized aliens a violation of 8 CFR 274a.5 of the Immigration and Nationality Act (8 USC § 1324a). Such violation shall be cause for unilateral cancellation of this Contract by the Department.

2. Pursuant to s.448.095(2), F.S., every public employer, Contractor, and subcontractor shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees.

A public employer, contractor, or subcontractor may not enter into a contract unless each party to the contract registers with and uses the E-Verify system.

3. If a contractor enters into a contract with a subcontractor, the subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien.

4. The Contractor shall maintain a copy of such affidavit for the duration of the Contract.

5. A public employer, contractor, or subcontractor who has a good faith belief that a person or entity with which it is contracting has knowingly violated s.448.09(1), F.S., shall terminate the contract with the person or entity.

6. A public employer that has a good faith belief that a subcontractor knowingly violated this subsection, but the Contractor otherwise complied with this subsection, shall promptly notify the Contractor and order the Contractor to immediately terminate the contract with the subcontractor.

7. A contract terminated under paragraph 5, or paragraph 6. is not a breach of contract and may not be considered as such.

8. A public employer, contractor, or subcontractor may file an action with a circuit or county court to challenge a termination under paragraph 5 or 6 no later than 20 calendar days after the date on which the contract was terminated.

9. If a public employer terminates a contract with a contractor under paragraph 5 or 6, the contractor may not be awarded a public contract for at least 1 year after the date on which the contract was terminated.

10. A contractor is liable for any additional costs incurred by a public employer as a result of the termination of a contract.

N. Independent Capacity of the Contractor

1. To act in the capacity of an independent contractor and not as an officer, employee of the State of Florida, except where the contractor is a state agency. Neither the Contractor nor its agents, employees, subcontractors or assignees shall represent to others that it has the authority to bind the Department unless specifically authorized in writing to do so.

2. That this Contract does not create any right to state retirement, leave benefits or any other benefits of state employees as a result of performing the duties or obligations of this Contract.

3. To take such actions as may be necessary to ensure that each subcontractor of the Contractor will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, or partner of the State of Florida.

4. That the Department will not furnish services of support (e.g., office space, office supplies, telephone service, secretarial or clerical support) to the Contractor, or its subcontractor or assignee, unless specifically agreed to by the Department in this Contract.

5. That all deductions for social security, withholding taxes, income taxes, garnishment or other court reductions in pay, contributions to unemployment compensation funds and all necessary insurance for the Contractor, the Contractor’s officers, employees, agents, subcontractors, or assignees shall be the sole responsibility of the Contractor.

O. Sponsorship

That as required by s.286.25, F.S., if the Contractor is a non-governmental organization which sponsors a program financed wholly or in part by state funds, including any funds obtained through this Contract, it shall, in publicizing, advertising, or describing the sponsorship of the program, state: “Sponsored by (Contractor's name) and the State of Florida, Department of Revenue.” If the sponsorship reference is in written material, the words “State of Florida, Department of Revenue” shall appear in the same size letters or type as the name of the organization. Such sponsorship is subject to the prior written approval of the Department.

P. Publicity

That without limitation, the Contractor and its employees, agents, and representatives will not, without prior Departmental written consent in each instance, use in advertising, publicity or any other promotional endeavor any State mark, the name of the State’s mark, the name of the State or any State affiliate or any officer or employee of the State, or represent, directly or indirectly, that any product or service provided by the Contractor has been approved or endorsed by the State, or refer to the existence of this Contract in press releases, advertising or materials distributed to the Contractor’s prospective customers.

Q. Final Invoice

To submit the final invoice for payment to the Department no more than 45 days after the Contract ends or is terminated. If the Contractor fails to do so, all rights to payment are forfeited and the Department will not honor any requests submitted after the aforesaid time period. Any payment due under the terms of this Contract may be withheld until all reports, deliverables and tasks due from the Contractor pursuant to this Contract and necessary adjustments thereto have been approved by the Department.

R. Lobbying

To comply with all applicable lobbying regulations, including sections 11.062 and 216.347, F.S., which limit the expenditure of contract funds for the purpose of lobbying the Legislature, judicial branch, or a state agency.

S. Public Entity Crime

That pursuant to s.287.133, F.S., the following restrictions are placed on the ability of persons convicted of public entity crimes to transact business with the Department: When a person or affiliate has been placed on the convicted vendor list following a conviction for a public entity crime, he/she 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 the 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 s.287.017, F.S., for CATEGORY 2 for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.

T. Intellectual Property

1. That if activities supported by this Contract produce or develop deliverables, the Department will own the copyright in works of authorship that Contractor develops for the Department as set forth in the Scope of Work (“Project Materials”). Project Materials may include any intellectual property including but not limited to discoveries, inventions, writings (including books, manuals, films, etc.), sound recordings, pictorial reproductions, drawings or other graphic representations and works of any similar nature, the Department has the right to use, duplicate and disclose such materials in whole or in part, in any manner, for any purpose whatsoever and to have others acting on behalf of the Department do so. Any and all patents or copyrights accruing under, or in connection with performance under, this Contract, are reserved to the State of Florida. This provision remains in effect if the contractor fails to provide services or is no longer providing services pursuant to the terms of the contract.

2. That the Contractor, if not a state agency, shall indemnify, save and hold the Department and its employees harmless from any liability whatsoever, including costs and expenses, arising out of any copyrighted, patented, or unpatented invention, process, or article manufactured or used by the Contractor in the performance of this Contract.

3 That the Department will provide prompt written notification to the Contractor of any claim of copyright or patent infringement as provided in s.286.021, F.S. Further, if such claim is made or is pending, the Contractor may, at its option and expense, procure for the Department, the right to continue use of, replace, or modify the article to render it non-infringing. If the Contractor uses any design, device, or materials covered by letters, patent, or copyright, it is mutually agreed and understood without exception that the compensation paid pursuant to this Contract includes all royalties or costs arising from the use of such design, device, or materials in any way involved in the work contemplated by this Contract.

U. Emergency Preparedness

That upon request from the Department, the Contractor shall, within 30 days of the execution of this Contract, submit to the Department’s Contract Manager an emergency preparedness plan which shall include provisions for pre-disaster records protection, and an alternative recovery plan that will allow the Contractor to continue functioning in compliance with the executed Contract in the event of an actual emergency. The Department agrees to respond in writing within 30 days of receipt of the plan accepting, rejecting, or requesting modifications. In the event of an emergency, the Department may exercise oversight authority over such Contractor in order to assure implementation of agreed emergency relief provisions.

V. Criminal History Records Checks (CHRC)

That the Department requires national criminal history record checks on all Contractors’ employees or subcontractor staff that have access to Revenue facilities, confidential or sensitive information, or information systems, unless formally waived or exempted in writing by the Department.

That the requirements for such checks are outlined in Attachment H – Criminal History Record Check Requirements. This document is required for all contractors who have not been waived or exempted from the criminal history record check process.

That Contractor’s employees shall be subject to new criminal history record checks every five (5) years from the prior criminal history record check as long as the Contract is in effect.

That the Department reserves the right to require criminal history record checks at any time during the life of the Contract. The Contractor agrees to submit to any criminal history record checks upon written request from the Department. The cost of performing the criminal history record checks shall be borne by the Contractor.

That the Contractor shall use the CHRC fingerprinting entity designated by the Department and understands that the results from the inquiry will be reported directly to the Department. All CHRC results are confidential and are used for the sole purpose of determining suitability to work.

That during the term of the Contract the Contractor shall report to the Department in writing by sending an email to CHRCcontractors@FloridaRevenue.com the arrest, charge or Notice to Appear for an alleged violation of law in any state or other jurisdiction for any contractor’s employees or subcontractor staff assigned to this Contract within one (1) business day of Contractor’s knowledge. The notice shall include the Contractor’s name, the Contractor’s employee’s name, and the location and nature of the alleged violation. The Department reserves the right to immediately suspend or terminate access of Contractor employees if it is determined that the alleged violation conflicts with the scope of work described in this Contract.

That the refusal of Contractor (or its individual employees or subcontractors) to comply with this section of this Contract may result in the immediate termination of the Contract.

That it is the responsibility of Contractors’ employees to contest, to their employer, any disqualification for work based on an alleged violation.

W. Access to Department Information Resources and Facilities

1. Any time during the life of the Contract, the Contractor may submit a request for specific authorized access to Department information resources and facilities for Contractor and subcontractor staff.

Resources and facilities to which specific authorized access may be requested include but are not limited to:

• Office Buildings

• Restricted Rooms within Office Buildings

• Restricted Data

• Department Intranet

• Department Network

• Data Management Systems such as CAMS and SUNTAX

2. The Contractor shall submit in writing all initial requests (and changes) for access to Department facilities and information sources to the Department’s Contract Manager three (3) business days in advance of the requested effective date. The written request must include the name, position title, telephone number, E-mail address, and purpose for the access or change to access. Upon receipt of the request, the Department’s Contract Manager determines the appropriateness of each request.

3. The Contractor shall maintain a list of all persons accessing Department facilities where equipment and information in whatever form is maintained. The list shall include the name, position title, telephone number, email address, and purpose for access. The list must be provided to the Department’s Contract Manager within 10 days of the Contract effective date, and not less than annually thereafter. The Contractor shall provide the Department’s Contract Manager an up-to-date list within two business days of request. The Contractor agrees and understands Contract staff are prohibited from accessing the Department facilities, network and information resources until the Department’s Contract Manager notifies the Contractor in writing access is approved.

4. Contractor shall notify in writing the Department’s Contract Manager immediately whenever Contractor or sub-contractor staff are terminated or leave the employment of the Contractor without notice.

5. Contractor shall notify the Department’s Contract Manager of a planned separation or reassignment or change to access previously granted to Contractor or subcontractor staff no less than three (3) business days in advance. The notification must include for each individual their name, position, telephone number, e-mail address, justification and nature of the change and effective date of the change.

6. In the event of a separation, reassignment or termination of Contractor or subcontractor staff, the Contractor must obtain and return all security identification and access devices given to the individual, and a written acknowledgement signed by the separating or terminated individual stating they understand they remain subject to the confidentiality provisions of this Contract, including but not limited to Section H.

7. All devices and equipment used by Contractor or its subcontractors to access, receive, process, or store case and member information provided by the Department under the Contract must meet or exceed the Department’s technical security controls. Contractor must certify in accordance with the Department’s information security procedures that all such devices and equipment have hard drive encryption enabled, up-to-date anti-virus software, and up-to-date software. Certification forms are obtained from and submitted to the Department’s Contract Manager. The form must be completed, submitted with supporting documentation, and approved by the Department’s Information Security Manager before the device or equipment is used as described in this paragraph.

8. Contractor and subcontractor staff may not share user names, passwords, mobile devices (i.e., USB) or access security devices provided by the Department for specific access to Department facilities and information resources. The Department will terminate access or require corrective action if sharing occurs.

9. Any mobile computing device used by the Contractor to maintain or process information under the Contract shall be encrypted by the Contractor.

10. The Contractor shall ensure that any mobile storage device used to maintain or process information under the Contract has encryption technology enabled so that all content is encrypted while in transit and at rest.

11. The Contractor will comply with agency information security policies and with the state of Florida Cybersecurity Standards in Rule Chapter 60GG-2, Florida Administrative Code.

X. Breach Reporting and Notification Responsibility

That the Contractor is subject to s. 501.171, F.S., which requires reporting and remedies for breach of security related to third-party confidential information, and fines of up to $500,000 for failure to report timely. For persons affected by a breach who reside outside the state of Florida, the Contractor shall comply with the law of the State where the person resides.

If this Contract includes access or disclosure of state or federal Child Support Program information, the Contractor shall immediately, upon discovery, but in no case later than one hour after discovery notify the Department’s Contract Manager and the Child Support Program Director at Ann.Coffin@floridarevenue.com of any suspected or confirmed incident involving unauthorized access and/or disclosure of state or federal Child Support Program confidential information.

Y. Reporting Fraud

That any detected or suspected fraudulent activity committed against the Department, using Department resources, or affecting Department services must be reported to the Department immediately in one of the following ways:

1. Using Ethics Link

Individuals with access to the Department’s intranet will select a fraud incident type within Ethics Link to submit a report.

2. Directly to the Office of Inspector General by calling (850) 617-8152 or by email to IGReportFraud@floridarevenue.com

No individual shall be retaliated against for reporting suspected fraudulent activity or participating in the investigation of suspected fraudulent activity.

The Department will pursue available legal remedies to recover losses, if appropriate. Legal actions will be taken against consultants, vendors, contractors, contractors’ employees, or any other external parties and/or entities determined to be participants in fraud.

Z. Financial Consequences

That the financial consequences applicable to the contract are as specified in Attachment A, Section

2.3.

AA. Additional Requirements Due to Federal Funding

1. The Contractor shall comply with the provisions of 45 CFR Part 91 and 2 CFR Part 200.

2. If this Contract is valued at greater than $150,000, the Contractor shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (U.S.C. 7401-7671(g) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

3. If this Contract contains federal funding more than $100,000, the Contractor must, prior to contract execution, complete the Certification Regarding Lobbying form, Attachment E. If a Disclosure of Lobbying Activities form, Standard Form LLL, is required, it may be obtained from the Department’s Contract Manager. All disclosure forms as required by the Certification Regarding Lobbying form must be completed and returned to the Department’s Contract Manager.

4. Pursuant to 2 CFR 200.315:

a. Title to intangible property acquired under a Federal award vests upon acquisition to the non-

Federal entity.

b. The Federal Department of Health and Human Services, Administration for Children and

Families, reserves a royalty-free, non-exclusive, and irrevocable right to reproduce, publish, or otherwise use the work for Federal Government purposes, and authorize others to do so.

c. The non-Federal entity is subject to applicable regulations governing patents and inventions, including government-wide regulations issued by the U.S. Department of Commerce at 37 CFR Part 401.

d. The Federal Government has the right to obtain, reproduce, publish, or otherwise use the data produced under a Federal award and, authorize others to receive, reproduce, publish, or otherwise use such data.

5. At all reasonable times for as long as records are maintained, the HHS awarding agency, Inspectors General, the Comptroller General of the United States and persons duly authorized by the Department pursuant to 2 CFR 200.337, must have the right of access to any documents, papers, or other records of the non-Federal entity which are pertinent to the Federal award, in order to make audits, examinations, excerpts, and transcripts. The right also includes timely and reasonable access to the non-Federal entity’s personnel for the purpose of interview and discussion related to such documents.

6. The State of Florida's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Florida Legislature with matching funds made available by the Federal government.

7. For purposes of this Contract, the Contractor is not a subrecipient.

AB. Prohibition of Scrutinized Companies

That in accordance with s.287.135, F.S., the Contractor certifies (by signing this Contract) that the company is not on the Scrutinized Companies with Activities in Sudan List; the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; or the Scrutinized Companies that Boycott Israel List and that it is not engaged in business operations in Cuba or Syria or a boycott of Israel. In the event the contractor is placed on one of the scrutinized lists or engages in business operations in Cuba or Syria or a boycott of Israel, after execution of this Contract, the Contractor shall immediately report the action to the Department. If it is determined that a false certification was made by the Contractor, the Contractor is subject to the civil penalties and actions described in s.287.135(5), F.S.

II. THE DEPARTMENT AGREES:

A. Contract Amount

To pay for contracted commodities and services according to the terms and conditions of this Contract in an amount not to exceed $_____________, subject to the availability of funds. Any costs or services paid for under any other contract or from any other source are not eligible for payment under this Contract.

B. Contract Payment

That pursuant to s.215.422, F.S., the Department has five (5) working days to inspect and approve goods and services, unless the bid specifications, purchase order, or this Contract specify otherwise.

With the exception of payments to health care contractors for hospital, medical, or other health care services, if payment is not available within forty (40) days, measured from the latter of the date a properly completed invoice is received by the Department or the goods or services are received, inspected, and approved, a separate interest penalty set by the Chief Financial Officer pursuant to s.55.03, F.S., will be due and payable in addition to the invoice amount.

Payments to health care contractors for hospital, medical, or other health care services, shall be made not more than thirty-five (35) days from the date eligibility for payment is determined. Financial penalties will be calculated at the daily interest rate of .03333%. Invoices returned to a Contractor due to preparation errors will result in a non-interest-bearing payment delay. Interest penalties less than one

(1) dollar will not be paid unless the Contractor requests payment.

C. Vendor Ombudsman

That a Vendor Ombudsman has been established within the Department of Financial Services. The duties of this office are found in s.215.422 (7), F.S., which include disseminating information relative to the prompt payment of this state and assisting vendors in receiving their payments in a timely manner from a state agency. The Vendor Ombudsman may be contacted at (850) 410-9724. Vendor payment history and pending payment information is available at www.myfloridacfo.com/division/aa/vendors.

III. THE CONTRACTOR AND DEPARTMENT MUTUALLY AGREE:

A. Effective and Ending Dates

That this Contract shall begin on__________, or on the date on which the Contract has been signed by the last party required to sign it, whichever is later. It shall end on _________. The State of Florida's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature.

B. Contract Renewal

That in accordance with Florida Statutes and upon mutual agreement, the Department and the Contractor may renew the Contract, in whole or in part, for a period that may not exceed three (3) years or the term of the Contract, whichever period is longer. The renewal may be divided into increments, may be for a complete term, or any combination thereof. Any renewal shall specify the renewal price, as set forth in the solicitation response. The renewal must be in writing and signed by both parties and is contingent upon satisfactory performance evaluations and subject to availability of funds for this Contract. For this Contract, there shall be five (5) optional renewal periods.

C. Corrective Action Plan

1. That should the Department identify any deficiency based on Contract requirements, which the Department, in its sole discretion, deems to be of significant magnitude, the Department may notify the Contractor of the deficiency and of the need to submit a corrective action plan (CAP).

2. That upon such notification, the Contractor shall submit a formal written CAP within ten (10) business days of the date of the letter from the Department requiring submission of a CAP. The CAP shall be sent to the Department’s Contract Manager for review approval determination.

3. That the Department shall notify the Contractor in writing of the acceptance or unacceptability of the CAP within ten (10) business days of receipt of the CAP. If the CAP is unacceptable, the Department shall provide a written statement identifying in reasonable detail, why the Department believes the CAP will not result in correction of the cited deficiencies. The Contractor shall have ten (10) business days from receipt of the rejection letter to submit a revised CAP or letter of explanation.

4. That upon acceptance of the CAP, the Contractor shall have at the discretion of the Department, up to sixty (60) calendar days to implement and successfully complete the agreed upon CAP.

Acceptance of the CAP by the Department does not guarantee the implementation will result in elimination of future deficiencies.

5. That the CAP will remain in effect until all deficiencies are corrected. Updates on the status of the plan will be required as determined by the Department’s Contract Manager.

6. That the Contractor’s failure to respond to a request for a CAP or failure to meet the CAP may result in termination of the Contract, pursuant to the termination provisions set forth in this Contract. The Department reserves the right to exercise other remedies as permitted by law.

D. Termination

1. That this Contract may be terminated by the Department without cause upon no less than ( ) calendar days’ notice in writing to the other party unless a shorter time is mutually agreed upon in writing.

2. In the event funds for payment pursuant to this Contract become unavailable, the Department may terminate this Contract upon no less than twenty-four (24) hours’ notice in writing to the Contractor.

The Department shall be the final authority as to the availability and adequacy of funds. In the event of termination of this Contract, the Contractor will be compensated for any work satisfactorily completed.

3. That this Contract may be terminated for the Contractor’s non-performance upon no less than twenty-four (24) hours’ notice in writing to the Contractor. If applicable, the Department may employ the default provisions in s.287.1351, F.S. Waiver of breach of any provisions of this Contract shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms and conditions of this Contract. The provisions herein do not limit the Department’s right to remedies at law or in equity.

4. That failure to have performed any contractual obligations with the Department in a manner satisfactory to the Department will be a sufficient cause for termination. To be terminated as a contractor under this provision, the Contractor must have: (1) previously failed to satisfactorily perform in a contract with the Department, been notified by the Department of the unsatisfactory performance, and failed to correct the unsatisfactory performance to the satisfaction of the Department; or (2) had a contract terminated by the Department for cause.

5. That this Contract shall be terminated if the Contractor fails to ensure compliance with s.287.135, F.S.

6. That written notice of termination shall be delivered by U.S. Postal Service, email, or any expedited delivery service that provides verification of delivery or by hand delivery to the representative of the Contractor responsible for administration of the program as appropriate.

E. Renegotiations or Modifications

1. That modifications of provisions of this Contract shall be valid only when they have been reduced to writing and duly signed by both parties. The rate of payment and the total dollar amount may be adjusted retroactively to reflect price level increases and changes in the rate of payment when these have been established through the appropriations process and subsequently identified in the Department’s operating budget.

2. That the parties agree to renegotiate this Contract if federal and/or state revisions of any applicable laws, or regulations make changes in this Contract necessary.

F. Notice

That any notice required under this Contract shall be in writing and sent by U.S. Postal Service, email, or any expedited delivery service that provides verification of delivery or by hand delivery. The notice shall be sent by the Department to the representative of the Contractor responsible for administration of the program, at the designated address indicated in III.G.3 and by the Contractor, to the Department’s Contract Manager indicated in III.G.4.

G. Official Payee and Representatives (Names, Addresses, and Telephone Numbers):

1. The Contractor name, as shown on page 1 of this Contract, and mailing address of the official payee to whom the payment shall be made is:

2. The name of the Contractor’s contact person and street address where financial and administrative records are maintained is:

3. The name, address, and telephone number of the representative of the Contractor responsible for administration of the program under this Contract is:

4. The name, address, and telephone number of the Department’s Contract Manager for this Contract is:

5. Upon change of representatives (names, addresses, telephone numbers) by either party, notice shall be provided in writing to the other party and the notification attached to the originals of this Contract.

H. All Terms and Conditions Included

This Contract and its attachments, and any exhibits referenced in said attachments, together with any documents incorporated by reference, contain all the terms and conditions agreed upon by the parties.

There are no provisions, terms, conditions, or obligations other than those contained herein, and this Contract shall supersede all previous communications, representations, or agreements, either verbal or written between the parties. If any term or provision of this Contract is legally determined unlawful or unenforceable, the remainder of the Contract shall remain in full force and effect and such term or provision shall be stricken. Attachments and exhibits to this Contract which apply, and therefore are incorporated by reference include (those indicated with a checked box ( ):

Applicable attachments: indicates the attachment applies to this Contract.

Attachment # Attachment Title

Attachment A Scope of Work/Additional Provisions

Attachment B Order of Precedence (and Contract Content)

Attachment C(1) Required Certifications (Non-Attorney)

Attachment C(2) Required Certifications (Attorney)

Attachment D Additional Provisions for Subrecipients of Federal Financial Assistance

Attachment E Certification Regarding Lobbying

Attachment F Required Training Courses

Attachment G-IT Requirements for Contracts with Access to Federal Tax Information (FTI) IT Consulting

Attachment G-Sub Requirements for Contracts with Access to Federal Tax Information (FTI) Subrecipients

Attachment H Criminal History Records Check Requirement

Attachment I E-verify System Check Requirement

Attachment J Contract Initiation, Monitoring, and Reporting Requirements

Attachment O Prohibition of Discriminatory Hiring Practices

By signing this Contract, the parties agree that they have read and agree to the entire contract, as described in

III.H.

In witness thereof, the parties hereto have caused this ___ page contract to be executed by their undersigned officials as duly authorized.

CONTRACTOR: DEPARTMENT OF REVENUE

STATE OF FLORIDA

SIGNED BY: SIGNED BY:

Authorized Signature NAME: NAME: Anthony Garcia

TITLE: TITLE: Director, Office Financial Management

DATE: DATE:

SIGNED BY:

DATE:

Not valid until signed and dated by both Parties

Approved as to form and legal content

O�ice of General Counsel

ATTACHMENT A

Scope of Work

ATTACHMENT B

Order of Precedence (and Contract Content)

The documents identified in this attachment are incorporated by reference into this Contract.

Should clarification of a contract requirement be needed or if conflicting language is identified within these Contract documents, the order of precedence shall…