ATTACHMENT_1_-_GENERAL_TERMS_&_CONDITIONS.pdf

Valencia College Solicitation General Terms and Conditions Page 1 of 10

ATTACHMENT 1

GENERAL TERMS AND CONDITIONS

ACCESSIBILITY FOR USERS WITH DISABILITIES: The proposer shall provide a product or service that meets Federal Accessibility and Usability requirements, and maintain documentation describing the conformance to specified standards for publicly available websites. The vendor will assume financial responsibility for any accommodation expenses incurred due to a failure of the product/service to meet accessibility requirements. With respect to accessibility requirements, the proposer shall:

a. Adhere to the Following Standards: Institution is a private entity. Nonetheless, Institution expects the selected vendor to design to the standards and technical specifications as may be set forth in Section 508 of the Rehabilitation Act of 1973 as amended (29 U.S.C. § 794 (d)) (available at https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-section-508-standards/guide-to-the-section-508-standards) as well as WCAG 2.0 Level AA (http://www.w3.org/TR/WCAG20/) specifications.

b. Provide documentation regarding the level of accessibility conformance in the form of a Voluntary Product Accessibility Template (VPAT) and documentation as to how the product will meet WCAG 2.0, Level AA. Vendors may utilize a third-party accessibility evaluation service of their choice to provide such documentation at its sole expense.

c. To the extent providing equipment or services related to communications, comply with all applicable FCC regulations regarding advanced communications services, including support for multi-modal advanced communications services to facilitate communications between individuals using digital text, audio, and video (http://www.fcc.gov/encyclopedia/advanced-communications-services-acs).

d. Respond to any accessibility issues discovered or reported by users within one (1) business day and communicate in writing a timeframe specific to resolving the reported issue(s). Resolution of reported accessibility issue(s) should be addressed as the highest priority within the next immediate development cycle or otherwise mutually agreed upon timeline.

e. Include considerations for accessibility and universal design in product development, testing, and updates by ensuring to the greatest extent possible equivalent ease of use for individuals with disabilities as compared to non-disabled individuals.

f. Identify a designated accessibility representative to address issues or questions pertaining to the accessibility of the product or service.

ACCESS AND AUDITS: The College's Auditor, the State Auditor, VP, Operations and Finance, or designated consultant may conduct performance and/or compliance reviews, of specific records or other data as determined by the College. Reasonable notice shall be provided for reviews conducted at the successful Respondent's places of College-related business. Reviews may include, but shall not be limited to, reviews of Respondent procedures, data provided by the Respondent from its proprietary software, accounting records, and internal quality control reviews. The successful Respondent shall work with any reviewing entity selected by the College.

ADDITIONAL INFORMATION: The College reserves the right to request that the Proposer provide additional information that the College deems necessary to evaluate, clarify, or substantiate any area contained in each submitted Proposal and to more fully meet the needs of the College. This includes information, which indicates financial resources as well as ability to provide and maintain the system and/or services.

Moreover, the College reserves the right to conduct investigations of the qualifications of the Proposer, as it deems appropriate, including but not be limited to, background investigations conducted by the College.

ALTERNATE PROVISIONS AND CONDITIONS: Replies that contain provisions that are contrary to the requirements found in General Conditions are not permitted. If a Respondent has any questions regarding the requirements or terms and conditions of this solicitation, such questions shall be presented in writing (by e-mail or fax) to the Procurement Department and such questions will be addressed during the question and answer phase of this solicitation. Alternate provisions or conditions submitted in response to this SOLICITATION that are not consistent with the primary goals of the College may result in the reply being deemed non-responsive to the solicitation. However, as this is a SOLICITATION, the College reserves the right to negotiate the best terms and conditions if determined to be in the best interests of the College.

APPLICABLE LAW AND APPEALS: This Solicitation is issued in accordance with and shall be governed by the provisions and procedures of applicable Florida Statutes and Administrative Rules, Valencia College Policies, and other applicable law. Any appeal of matters relating to this solicitation must be filed in accordance with the Colleges established Procedure for Protest of Competitive Solicitations Decisions/Intended Decisions (Protest Procedures)

AUTHORIZATION TO CONDUCT BUSINESS IN THE STATE OF

FLORIDA: Foreign corporations and foreign limited partnerships must be authorized to do business in the State of Florida. The successful Respondent shall be registered with the Florida Department of State as an entity authorized to transact business in the State of Florida by the effective date of the resulting Contract.

https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-section-508-standards/guide-to-the-section-508-standards https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-section-508-standards/guide-to-the-section-508-standards https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-section-508-standards/guide-to-the-section-508-standards http://www.w3.org/TR/WCAG20/ http://www.fcc.gov/encyclopedia/advanced-communications-services-acs http://www.fcc.gov/encyclopedia/advanced-communications-services-acs

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The Respondent is required to provide all applicable licenses, including Department of Business and Professional Regulation, when applicable. All business and professional licenses should be included with the respondent's reply.

For licensing information contact:

Florida Department of Business and Professional Regulation 1940 North Monroe Street Tallahassee, Florida 32399-0797 (850)487-1395

CANCELATION OF CONTRACT: If the awarded contract is terminated or cancelled within the first year of the contract period, The College may elect to negotiate and award the contract to the next ranked Proposer, to issue a new SOLICITATION, or to take any other action that it determines to be in the best interest of the College.

CONFIDENTIALITY OF RECIPIENT INFORMATION: All personally identifiable recipient information obtained by the successful Respondent shall be treated as privileged and confidential information and shall be used only as authorized for purposes directly related to the administration of the resulting contract.

The successful Respondent must have a process that specifies that information remains confidential and is used for the Respondent's responsibilities under the contract resulting from this SOLICITATION, and is exchanged only for the purpose of conducting a review or other duties outlined in the resulting contract.

Any information received by the successful Respondent can be shared only with those agencies that have legal authority to receive such information and cannot be otherwise transmitted for any purpose other than those for which the successful Respondent is retained by the College. The successful Respondent must have in place written confidentiality policies and procedures to ensure confidentiality and to comply with all federal and state laws (including the Health Insurance Portability and Accountability Act (HIPAA) of 1996 governing confidentiality, including electronic treatment records, facsimile mail, and electronic mail.

The successful Respondent's subcontracts must explicitly state expectations about the confidentiality of information, and the subcontract is held to the same confidentiality requirements as the successful Respondent. If Medicaid provider-specific data is released to the public, the successful Respondent shall have policies and procedures for exercising due care in compiling and releasing such data that addresses statutory protections of quality assurance and confidentiality while assuring that open records requirements of Chapter 119, Florida Statues, are met.

Any releases of information to the media, the public, or other entities require prior approval from the College.

CONFLICT OF INTEREST: The College requires that the Proposers provide professional, objective, and impartial advice and at all times hold the College’s interests’ paramount, strictly avoid conflicts with other assignments or their own corporate interests and act without any consideration for future work. The Proposers have an obligation to disclose any situation of actual or potential conflict that impacts their capacity to serve the best interest of the College, or that may reasonably be perceived as having this effect.

If the College, in its sole discretion, determines that a conflict of interest exists, such Proposer may not be considered for award of this Contract. Failure to disclose said situations may lead to the disqualification of the Proposer or the termination of an awarded Contract. Any such interests on the part of the Proposer or their employees must be disclosed in writing to the College as part of the proposer’s submittal. The Proposer confirms knowledge of the conflict of interest laws of the State of Florida and agrees that they shall fully comply in all respects with the terms of said law.

CONFLICT OF INTEREST AND DISCLOSURE: The award hereunder is subject to the provisions of Chapter 112, Florida Statutes. Respondents must disclose with their responses whether any officer, director, employee or agent is also an officer, an employee, volunteer, intern of the College, or any of its agencies. All Respondents must disclose the name of any state officer or employee who owns, directly or indirectly, an interest of five percent (5%) or more in the Respondent's Respondent or any of its branches or affiliates. All Respondents must also disclose the name of any employee, agent, lobbyist, previous employee of the College, or other person, who has received or will receive compensation of any kind, or who has registered or is required to register under Section 112.3215, Florida Statutes, in seeking to influence the actions of the College in connection with this procurement.

CONTRACT: Standard contract terms and conditions that the College intends to require as a result of award are incorporated into this SOLICITATION. These terms are not routinely modified. It is the expectation of the College that any exceptions to contract terms be clearly indicated in the Proposal and Proposer understands that such exceptions may affect the evaluation of the Proposal submittal. Modification or alteration of the language in the resulting contract shall only be valid if mutually agreed to in writing by the parties.

Upon determination of the rank order of the Proposers by the College, the College anticipates entering into good faith dialogue with the top ranked firm for a contract to perform the activities set forth herein. If negotiations with the top ranked Proposer is unsuccessful as determined by the College in its sole discretion, the College shall have the right, but not the obligation, to commence contract discussions with the other Proposers in rank order until an acceptable Contract is reached.

The College does not guarantee that the College and any

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Proposer will be able to come to amenable terms on a Contract and all such discussions shall be at the Proposer’s risk and expense.

COPYRIGHTED MATERIAL: Copyrighted material will be accepted as part of a technical response only if accompanied by a waiver that will allow the College to make paper and electronic copies necessary for the use of College staff and agents. It is noted that copyrighted material is not exempt from the Florida Public Records Law, FSS Chapter 119.

DATA ENCRYPTION: During the life of the project, the successful Respondent will store all College backup data as part of its designated backup and recovery processes in encrypted form, using a commercially supported encryption solution. The successful Respondent further agrees that any and all College data defined as personally identifiable information under current legislation or regulations stored on any portable or laptop computing device or any portable storage medium is likewise encrypted. Encryption solutions will be deployed with no less than a 128-bit key for symmetric encryption and a 1024 (or larger) bit key length for asymmetric encryption.

DATA RE-USE: The successful Respondent agrees that any and all data exchanged shall be used expressly and solely for the purposes enumerated in this SOLICITATION and subsequent contract. Data shall not be distributed, repurposed or shared across other applications, environments, or business units. The successful Respondent further agrees that no College data of any kind shall be transmitted, exchanged or otherwise passed to any person or entity unless and except as specifically directed by the College.

DATA SECURITY: The successful Respondent will preserve the confidentiality, integrity and accessibility of the College data with administrative, technical and physical measures that conform to generally recognized industry standards and best practices that the successful Respondent then applies to its own processing environment. Maintenance of a secure processing environment includes but is not limited to the timely application of patches, fixes and updates to operating systems and applications as provided by the successful Respondent or source support.

DATA STORAGE: The successful Respondent agrees that any and all College data will be stored, processed, and maintained solely on designated target servers and that no College data at any time will be processed on or transferred to any portable or laptop computing device or any portable storage medium, unless that device or storage medium is in use as part of the successful Respondent's designated backup and recovery processes, with enabled audit tracking functionality and encryption.

DATA TRANSMISSION: The successful Respondent agrees that any and all electronic transmission or exchange of system and application data with College and/or any other parties expressly designated by the College shall take place via secure means (using HTTPS or SFTP or equivalent) and solely in accordance with "Data Re-Use" below.

DEFAULT: Failure of the successful Respondent to perform according to the contract shall be cause for the successful Respondent to be found in default. In the event of default, any and all procurement costs, along with any other remedies provided in the SOLICITATION, contract and/ or by rule or law, may be charged against the successful Respondent. If any legal action or other proceeding is brought for the enforcement of this Contract, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Contract, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses (including taxes) even if not taxable as court cost (including, without limitation, all such fees, costs and expenses incidental to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

DISPUTE RESOLUTION: In the event a dispute occurs between a contractor, vendor or other invoicing party ("invoicing party") and the College concerning payment of an invoice, the procuring department, which has the dispute along with a representative of Valencia College’s Procurement Department and the invoicing party, shall meet to consider the disputed issues.

The invoicing party shall provide to the College such material and information as the College may reasonably require. Any such procedure shall be initiated by either party notifying the other in writing of a dispute and stating with specificity its nature. This procedure will commence not later than forty-five

(45) days, and be resolved not later than sixty (60) days, after the date on which the proper invoice was received by the College. Any decision by the Procurement Official shall constitute the final decision of the College regarding these matters and shall be communicated in writing to the invoicing party within three business days after such decision.

If no decision is rendered within the time period as set out above, then a decision against the invoicing party shall be deemed to have been issued.

DRUG-FREE WORKPLACE CERTIFICATION: In the event that multiple SOLICITATION responses directed to any state or political subdivision related to the procurement of commodities or contractual services are equal in respect to price, quality and service, as determined by the College, preference for award shall be to those businesses that have implemented a Drug-Free Workplace Program, in compliance with Florida Statute 287.087, without limitation. By signing the

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Signature Page identified herein, you are in compliance with this Statute.

EMPLOYEES, SUBCONTRACTS, AND AGENTS: If the work performed under the Contract requires applicable state and county health code requirements, the successful Respondent's employees, subcontracts, or agents performing work under the Contract shall be properly trained in accordance with such applicable state and county health code requirements. Upon request, the successful Respondent shall furnish a copy of the technical certifications or other proof of qualifications of its personnel. All employees, subcontracts, or agents performing work under the contract will comply with all security and administrative requirements of the College and with all controlling laws and regulations relevant to the services being provided under the awarded contract.

The successful Respondent shall conduct and pay for security and sexual offender background checks and illegal drug tests for any employee, subcontract or agent who may have a physical presence on College’s campuses or who may have access to sensitive information, as well as fiduciary background checks for any such persons handling money, prior to that person commencing any work on College property. The College may refuse access to, or require replacement of, any personnel for cause, including, but not limited to, issues pertaining to technical or training qualifications, quality of work, change in security status or noncompliance with College's security or other requirements. Such approval shall not relieve the Respondent of its obligation to perform all work in compliance with the contract.

EQUAL OPPORTUNITY: The College is committed to assuring equal opportunity in the award of contracts, and therefore, complies with all laws prohibiting discrimination on the basis of race, color, religion, disability, age, national origin, gender, or any other category covered by Valencia’s policy prohibiting discrimination, harassment, and related misconduct, which can be found at: https://valenciacollege.edu/about/general-counsel/policy/documents/volume2/2-01-discrimination-harassment-related-conduct.pdf

FAMILIARITY WITH LAWS: All Proposers are required to comply with all applicable Federal, State, and Local laws, codes, rules and regulations controlling the action or operation of this SOLICITATION. Relevant laws may include, but are not limited to:

i. The Americans with Disabilities Act of 1990

ii. OSHA regulations

iii. All Civil Rights legislation

iv. Office of Education 6A-14

v. State Requirements for Educational Facilities (SREF)

vi. Florida Stature 1013 (K-20 Education Code- Educational Facilities)

vii. Title 9

FEDERAL GRANT REQUIREMENTS:

For goods and services procured using federal funds, Valencia College requires compliance with the contractual provisions of the Uniform Administrative Requirements, Cost Principals, and Audit Requirements for Federal Awards (Uniform Guidance), U.S.

Code of Federal Regulations, Title 2 CFR Part 200.

a. Access to Records: The “College”, the Federal Sponsoring

Agency, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers and records of the “Contractor” which are pertinent to the “Work” resulting from this “SOLICITATION” for the purpose of making audits, examinations, excerpts and transcriptions.

b. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)— Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

c. The Copeland “Anti-Kick Back” Act - The “Contractor” shall comply with the Copeland “Anti-Kick Back” Act (18 U.S.C.

874) as supplemented in the Department of Labor regulations (29 CFR Part 3).

d. The Davis-Bacon Act (Construction Only) - The successful “Contractor” shall comply with the Davis-Bacon Act (40 U.S.C. 276a-a7) and as supplemented by Department of Labor regulations (29 CFR Part 5).

e. Contract Hours and Safety Standards Act - The “Contractor” shall comply with sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (20 CFR Part

f. Clean Air Act and Federal Water Act - The “Contractor” shall guarantee that all products purchased as a result of this SOLICITATION comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act of 1970 (42 U.S.C. 1857 et. seq.) and the Federal Water Pollution Act (33 U.S.C. 1251 et. seq.).

g. Debarment and Suspension: The College will not award a Contract to parties listed on the government wide exclusions System for Award Management (SAM). In accordance with the OMB guidelines at 2 CFR 180 which implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension”.

SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory https://valenciacollege.edu/about/general-counsel/policy/documents/volume2/2-01-discrimination-harassment-related-conduct.pdf https://valenciacollege.edu/about/general-counsel/policy/documents/volume2/2-01-discrimination-harassment-related-conduct.pdf https://valenciacollege.edu/about/general-counsel/policy/documents/volume2/2-01-discrimination-harassment-related-conduct.pdf

Valencia College Solicitation General Terms and Conditions Page 5 of 10 authority other than Executive Order 12549. Contractors with awards that exceed the small purchase threshold shall provide the required certification regarding its exclusion and that of its principal employees.

h. Rights to Inventions Made Under a Contract or Agreement.

If the Federal awardmeets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or sub recipient wishes to enter into a contract with a small business firm or non-profit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or sub recipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

i. Procurement of Recovered Materials In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired—

i. Competitively within a timeframe providing for compliance with the contract performance schedule;

ii. Meeting contract performance requirements; or

iii. At a reasonable price.

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

FLORIDA PREFERENCE-PERSONAL PROPERTY: The College complies with providing a preference to Florida Businesses in accordance with Florida Statute 287.084. A vendor whose principal place of business is outside this state must accompany any written bid, proposal, or reply documents with a written opinion of an attorney at law licensed to practice law in that foreign state, as to the preferences, if any or none, granted by the law of that state to its own business entities whose principal places of business are in that foreign state in the letting of any or all public contracts. This provision is not applicable if the College intends to use Federal Funds.

FLORIDA PREFERENCE PRINTING: The College, with applicable solicitations, complies with providing a preference to Florida Businesses for printing in accord with Florida Statute 283.35. The preference shall be 5% if the lowest bid is submitted by a vendor whose principal place of business is located outside the state and if the printing can be performed in Florida at a level of quality comparable to that obtainable from the vendor submitting the lowest bid located outside the state. This provision is not applicable if the College intends to use Federal Funds.

FLORIDA SALES TAX: The College is exempt from Federal and

State Sales Tax for tangible property under Florida law.

Purchases by the College under this solicitation are exempt from Florida sales tax. A copy of the Sales Tax Exemption is available upon request. No purchase made by any entity is qualified to be exempt other than those made directly by the College.

The College’s sales tax exemption does not apply to goods and services purchased separately by a Contractor in connection with its fulfillment of its Contract obligations. The Contractor will be responsible for paying any taxes, fees or similar payments, which are required to be paid in connection with the Contract work.

FOREIGN CORPORATION: In accordance with F.S. 607.1501, and provided an exemption is not available, a foreign corporation may not transact business in Florida until it obtains a certificate of authority from the Florida Department of State.

Foreign corporations may submit bids or Proposals prior to obtaining a certificate of authority from the Florida Department of State. A foreign corporation must be in compliance with F.S. 607.1501, which requires a certificate of authority from the Department of State, prior to entering into a Contract with the College.

FUNDING APPROPRIATION: Specified Period: Unless otherwise provided by law, a Contract for supplies or services may be entered into for any period of time deemed to be in the best interest of the College, provided funds are available for the first fiscal period at the time of Contract. Payment and performance obligations for succeeding fiscal periods shall be subject to appropriation by the District Board of Trustees of funds therefore.

Cancellation Due to Unavailability of Funds in Succeeding Fiscal Periods: When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, the Contract may be cancelled and the Contractor will be entitled to reimbursement for the reasonable value of any nonrecurring cost incurred but not amortized in the price of the supplies or services delivered under the Contract or otherwise recoverable.

GOVERNING LAW / VENUE: Any contract entered into as a result of this solicitation shall be deemed to be under and shall be governed by, and construed according to, the laws of the State of Florida. Contractor shall comply with all applicable federal, state, and local laws in the performance of work under the contract. To the extent applicable, Contractor shall comply with Florida public records laws, including Sections 119.0701(2) (a) through (d) of the Florida Statutes. Any litigation arising out of this contract shall be commenced in the State and Federal Courts of Orange County, Florida.

HOLD HARMLESS: The Firm shall indemnify, defend, and pay on behalf of and hold completely harmless the College (“College” includes, without limitation, members of the College's Board of https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program

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Trustees, officers, employees, contractors and agents) from and against any and all liabilities (including statutory liability and liability under Workers' Compensation Laws), losses, suits, claims, demands, judgments, fines, damages, costs and expenses (including all costs for investigation and defense thereof, including, but not limited to, court costs, paralegal and expert fees and reasonable attorneys' fees) which may be incurred by, charged to or recovered from any of the foregoing (i) by reason or on account of damage to or destruction of any property of the College, or any property of, injury to or death of any person resulting from or arising out of or in connection with the performance of this Agreement, or the acts or omissions of the Firm (“the Firm“ includes, without limitation, its officers, agents, employees, subcontractors, licensees or invitees), regardless of where the damage, destruction, injury or death occurred, unless such liability, loss, suit, claim, demand, judgment, fine, damage, cost or expense was proximately caused solely by the College’s negligence or by the joint negligence of the College and any person other than the Firm, or (ii) arising out of or in connection with the failure of the Firm to keep, observe or perform any of the covenants or agreements in this Agreement which are required to be kept, observed or performed by the Firm. College agrees to give the Firm reasonable notice of any suit or claim for which indemnification will be sought hereunder, to allow the Firm or its insurer to compromise and defend the same to the extent of its interests, and to reasonably cooperate with the defense of any such suit or claim. In carrying out its obligations under this section, the Firm shall engage counsel reasonably acceptable to College.

The indemnification provisions of this Section shall survive the expiration or earlier termination of this Agreement with respect to any acts or omissions occurring during the term of the Agreement.

a. The Firm shall assume all responsibility for loss incurred by

College caused by the Firm‘s neglect or violation of any state or Federal law, state or municipal or agency rule, regulation or order. The Firm shall give to the proper authorities all required notices relating to its performance, obtain all official permits and licenses, and pay all proper fees and taxes. It shall promptly undertake proper monetary restitution with respect to any injury that may occur to any building, structure or utility in consequence of its work. The Firm will notify the College in writing of any claim made or suit instituted against the Firm because of its activities in performance of this Agreement.

b. In any and all claims against the College, or any of its officers, trustees, agents, contractors, or employees, by any employee of the Firm, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation of the Firm under this Section shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefit payable by or for the Firm or any subcontractor under worker's compensation acts, disability benefit acts, or other employee benefit acts.

c. No provisions of this Section herein shall be construed to negate, abridge, or otherwise reduce any other right of indemnity that College may have as to any party or person described therein.

INDEMNIFICATION PERTAINING TO CERTAIN IP CLAIMS: The successful Respondent agrees to defend, indemnify and hold harmless the College and College personnel from and against all damages, claims, losses, costs and expenses relating to any third-party claim of infringement or misappropriation of intellectual property rights against the College arising from the successful Respondent's services der the resulting contract.

INDEPENDENT CAPACITY OF CONTRACTOR: The parties herein agree that the Contractor, its officers, agents and employees, shall act in the capacity of an independent contractor and not as an officer, employee or agent of the State or College. The Contractor further agrees to take such steps as may be necessary to ensure that each Subcontractor or Sub-subcontractor shall be deemed to be an independent contractor and shall not be considered or permitted to be an agent, servant, joint venture or partner of the State of Florida or the College.

INDEPENDENT RESPONDENT: College and Respondent acknowledge and agree that Respondent is and shall be an independent Respondent; that neither Respondent nor any of its employees, representatives or agents is, or shall be deemed to be, an employee, partner or joint venture of College; and that neither Respondent nor any of its employees, representatives or agents shall be entitled to any employee benefits under any employee benefit plan, including medical, insurance and other similar plans, of College. Respondent further acknowledges that COLLEGE will not withhold any amounts in respect to federal, state or local taxes from amounts payable by College to Respondent hereunder and it shall be the exclusive responsibility of Respondent to pay all amounts due in respect of applicable federal, state and local taxes on such amounts.

INSPECTION OF RECORDS AND WORK PERFORMED: The College and its authorized representatives shall, at all reasonable times, have the right to enter the successful Respondent's premises, or other places where duties under the resulting contract are performed. The College and Respondent will agree to a system whereby keys, access cards, etc. can be available for such inspections. Whenever such inspection is conducted, the Respondent will be notified and the process for securing the keys and/or other access methods will be conducted. All inspections and evaluations shall be performed in such a manner as not to unduly delay work.

The successful Respondent shall retain all financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to performance under the resulting contract for a period of five (5) years after termination of the resulting contract, or if an audit has been initiated and audit findings have not been resolved at the

Valencia College Solicitation General Terms and Conditions Page 7 of 10 end of five (5) years, the records shall be retained until resolution of the audit findings. Refusal by the successful Respondent to allow access to all records, documents, papers, letters, other materials or on-site activities related to resulting contract performance shall constitute a breach of the resulting contract.

The right of the College and its authorized representatives to perform inspections shall continue for as long as the successful Respondent is required to maintain records. The successful Respondent will be responsible for all storage fees associated with the records maintained under the resulting contract. The successful Respondent is also responsible for the shredding of records that meet the retention schedule noted above.

Failure to retain records as required may result in cancellation of the resulting contract. The College shall provide the successful Respondent advance notice of cancellation pursuant to this provision and shall pay the successful Respondent only those amounts that are earned prior to the date of cancellation in accordance with the terms and conditions of the resulting contract. Performance by the College of any of its obligations under a contract awarded pursuant to this SOLICITATION shall be subject to the successful Respondent's compliance with this provision.

INSURANCE / PERFORMANCE BONDS: If applicable, Insurance and/or Performance Bond coverage required by the Contract or terms and conditions as set forth in this Solicitation, if any, must be in force throughout the term of the Contract (“Contract Term”). Should a Contractor fail to provide acceptable evidence of current insurance and/or a Performance Bond within seven (7) days prior to the expiration date of an insurance policy or bond at any time during the Contract term, the College shall have the absolute right to terminate the Contract without any further obligation to the Contractor. The Contractor shall be liable for the entire additional cost of procuring performance and the cost of performing the incomplete portion of the Contract at the time of termination. It is highly recommended that proposers confer with their respective insurance carriers or brokers to determine, in advance of their proposal submission, the availability and cost of the required insurance, related endorsements, and/or bonds.

INSURANCE REQUIREMENTS: The Respondent shall bear the full and complete responsibility for all risk of damage or loss of equipment, products or money resulting from any cause whatsoever and shall not penalize COLLEGE for any losses incurred in association with this Contract.

The Respondent shall procure and maintain, through the term of this Contract insurance coverage reflecting at a minimum, the limits and coverage conditions identified below in "Insurance Limit Requirements". The coverage required shall extend to all employees and subcontracts of the RESPONDENT. Prior to execution of this Contract, the RESPONDENT shall provide a

Certificate of Insurance for such coverage to the COLLEGE for approval, indicating the producer, insured, carrier's name and BEST rating, policy numbers and effective and expiration dates of each type of coverage required. The Certificate of Insurance shall be signed by the insurance carrier's authorized representative and shall identify the COLLEGE as added insured as required.

All insurers must be qualified to lawfully conduct business in the State of Florida. Failure of the College to notify the Respondent that the certificate of insurance does not meet the Contract requirements shall not constitute a waiver of the Respondent's responsibility to meet the stated requirements. In addition, receipt and acceptance of the certificate of insurance by the College shall not relieve the Respondent from responsibility for adhering to the insurance limits and conditions of insurance required within this Contract. Misrepresentation of any material fact, whether intentional or not, regarding the Respondent's insurance coverage, policies, or capabilities, may be grounds for termination of the Contract as determined solely by the College. This paragraph shall survive the expiration or termination of the Contract.

INVOICES: Contractor will submit invoices within thirty (30) days after Contractor’s performance of the Services and/or delivery of goods. The Purchase Order number provided by the College shall appear on all invoices, freight tickets, and correspondence.

LEGAL REQUIREMENTS: Applicable provisions of all federal, state, county and local laws and administrative procedures, regulations, or rules shall govern the development, submittal and evaluation of all responses received in response hereto and shall govern any and all claims and disputes, which may arise between persons submitting a response hereto and the College.

Lack of knowledge of the law or applicable administrative procedures, regulations or rules by any Respondent shall not constitute a cognizable defense against their effect.

By submitting a reply to this SOLICITATION, Respondents agree to comply with any applicable local, state or national codes and/or ordinances as well as all relevant industry best practices. All necessary permits and licenses shall be the responsibility of the successful Respondent.

LIABILITY: The College will not assume any liability for the acts, omissions to act, or negligence of the successful Respondent, its agents, servants, subcontracts or employees. The Respondent must agree to indemnify, defend, and hold harmless the College against all liabilities arising out of personal injuries sustained (whether by the Respondent's employees or customers) in areas physically controlled by the Respondent. The Respondent must agree to waive assertions of the worker's compensation defense against the College in cases in which the College is sued by the Respondent's employees for injuries sustained in areas controlled by the Respondent.

The successful Respondent shall assume all liability for its own acts, omissions to act, or negligence of its agents, servants, Valencia College Solicitation General Terms and Conditions Page 8 of 10 subcontracts, or employees. In addition, the successful Respondent agrees to be responsible for any injury or property damage resulting from any activities conducted by the successful Respondent, its agents, servants, subcontracts, or employees. Neither the College nor any agency or subdivision of the College waives any defense or sovereign immunity, or increases the limits of its liability, upon entering into any contractual arrangement resulting from this SOLICITATION.

LOBBYING AND INTEGRITY: The Respondent shall not, in connection with this or any other agreement with the College, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any College officials or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any College Official, employee retained counsel or consultant. For purposes of clause (2), "gratuity" means any payment of more than de-mininus monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. Upon request of the College's Legal Counsel, or other authorized College official, the Respondent shall provide any type of information the College deems relevant to the Respondent integrity or responsibility. Such information may include, but shall not be limited to, the Respondents' business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Respondent shall retain such records for the longer of (1) three years after the submission of responses or expiration of the Contract, or (2) the period required by the General Records Schedules maintained by the Florida Department of State at the following website:http://dos.myflorida.com/media/693574/general-records-schedulegs01-sl.pdf

The Respondent agrees to reimburse the College for the reasonable costs of investigation incurred by the College or other authorized College official for investigations of the Respondent compliance with the terms of this or any other agreement between the Respondent and the College which results in the discipline or disqualification of the Respondent. Such costs shall include, but shall not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert fees and documentary fees.

MINORITY, WOMEN OWNED, DISABLED VET & LDB: Minority, Women, Disabled Vet and Local Developing Businesses are encouraged to participate in all solicitations for responses conducted by the College. The College is required to report these expenditures with the State of Florida’s Office of Supplier Diversity and the District Board of Trustees. Category definitions may be reviewed in Chapter 288.703 of the Florida Statutes. Awarded Contractors may be required to submit to The College quarterly spend on minority, women owned, disabled vet and LDB sub-contractors.

NON-EXCLUSIVE RIGHTS: Notwithstanding the requirements herein, the right to provide the goods and/or services granted under a subsequent contract shall not be exclusive. The College reserves the right to contract for and purchase goods and services from as many Respondents as it deems necessary without infringing upon or terminating the contract.

OFAC SANCTIONS LIST AND E-VERIFY: Valencia College will not do business with companies listed on the OFAC Sanctions Lists as published by the U.S. Department of the Treasury’s Website at http://www.treasury.gov/resource-center/sanctions/Pages/default.aspx. Contractor will be responsible to verify that subcontractors are not included on the OFAC List.

The Contractor shall utilize the U.S. Department of Homeland Security’s E-Verify system, in accordance with the terms governing use of the system, to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract. In addition, Contractor shall require any subcontractors performing work or providing services pursuant to the Contract to verify the employment eligibility of all new employees hired by the subcontractor during the term of the Contract.

PROHIBITION AGAINST CONTRACTING WITH SCRUTINIZED

COMPANIES: Proposer, nor any of its wholly owned subsidiaries, majority-owned subsidiaries, parent companies, or affiliates of such entities or business associations, that exists for the purpose of making profit, must not be on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, as created pursuant to s. 215.473 of the Florida Statutes nor be engaged in business operations in Cuba or Syria as defined in said statute.

PROHIBITED COMMUNICATIONS; QUESTIONS REGARDING THE

SOLICITATION PROCESS: Respondents agree to be bound to the terms of the General and Special Conditions. Respondents should assume those terms will apply to the final contract, but the College reserves the right to modify these terms as deemed necessary. Respondents who may not be willing to agree to any portion of the General and Special Conditions must identify language to which they may take exception in their Reply and explain reasons for the exception. Exceptions to General and Special Conditions may be considered by the Evaluation Committee when evaluating the Respondent. The College does not warrant or guarantee that any such exceptions or modifications will be granted. Any exceptions to the General and Special Conditions must be raised in Respondent’s Reply or such exceptions will be considered waived and will not be considered in negotiating the final Contract.

http://dos.myflorida.com/media/693574/general-records-schedulegs01-sl.pdf http://dos.myflorida.com/media/693574/general-records-schedulegs01-sl.pdf http://www.treasury.gov/resource-center/sanctions/Pages/default.aspx http://www.treasury.gov/resource-center/sanctions/Pages/default.aspx https://web2.westlaw.com/find/default.wl?tc=-1&docname=FLSTS215.473&rp=%2ffind%2fdefault.wl&sv=Split&rs=WLW11.07&db=1000006&tf=-1&findtype=L&fn=_top&mt=31&vr=2.0&pbc=746372E2&ordoc=992974852

Valencia College Solicitation General Terms and Conditions Page 9 of 10

PROMPT PAYMENT ACT: Payment by the College will be made in accordance with Sections 218.70. et sq. Florida Statutes, Local Government Prompt Payment Act.

PROPOSER'S GUARANTEE: By submitting a Proposal, a Proposer warrants that no one was paid or promised a fee, commission, gift, or other consideration contingent upon receipt of an award for the services and/or supplies specified herein.

PUBLIC ENTITY CRIMES: A person or affiliate, as defined in §287.133 of the Florida Statutes, who has been placed on the Convicted Vendor List following a conviction for a public entity crime may not submit a Proposal to provide any goods or services to a public entity, may not submit a Proposal with a public entity for the construction or repair of a public building or a public work, may not submit Proposals 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 §287.017 of the Florida Statutes for Category Two, for a period of 36 months from the date of being placed on the Convicted Vendor List.

PURCHASING AGREEMENTS: To the extent required by s.

1010.04(1)(b), F.S., any Purchasing Agreements and State Contracts made available under s. 287.056, F.S., to the extent such Agreements and Contracts exist and are relevant to this solicitation, have been…