Attachment B-Sample Contract.pdf

DOS-<Solicitation Number and Title>

CONTRACT BETWEEN

STATE OF FLORIDA, DEPARTMENT OF STATE

AND

<NAME OF COMPANY>

THIS CONTRACT (“Contract”) is made and entered into by and between the STATE OF FLORIDA DEPARTMENT OF STATE (hereinafter to as “DOS”), whose address is 500 SOUTH BRONOUGH STREET, TALLAHASSEE, FLORIDA, 32399-0250. and <NAME OF COMPANY> (hereinafter referred to as the “Contractor”), whose address is <COMPANY STREET ADDRESS, CITY, STATE, ZIP CODE> <Brief Description of Services Procured>.The DOS and Contractor are sometimes referred to herein individually as a “Party and collectively as “the Parties.”

In consideration of the mutual benefits to be derived from performance under this Contract, the Department and Contractor do hereby agree:

I. PERFORMANCE

A. The Contractor shall provide services in accordance with the terms and conditions specified in this Contract including all attachments and exhibits, which constitute this Contract document.

B. The Contractor shall provide units of deliverables, including, but not limited to, reports, services and findings, as specified in this Contract, which must be received and accepted by the DOS Contract Manager in writing prior to payment.

C. The original specifications and all addendums and responses to <Add Solicitation Number and Title> and all representations, warranties and commitments in the response and related correspondence are incorporated herein and continue as contractual obligations under this Contract.

Any requirements in the Request for Proposal and the Contractor’s proposal are included herein and shall continue to be obligations unless specifically contradicted by the terms of the Contract.

II. CONTRACT TERMS AND METHOD OF PAYMENT

A. Attachment I, Scope of Work

1. Contractor agrees to provide the goods and/or services in accordance with the conditions and criteria specified herein, and in Attachment I, Scope of Work.

B. Contract Term

1. This Contract shall begin on <Month, Date, Year>, or upon full execution, whichever is later, and shall end on <Month, Date, Year>,. In the event the parties sign this Contract on different dates, the latter date shall be the effective date.

2. Renewal:

C. Method of Payment This is a fixed price (unit cost) Contract. The Department shall pay the Contractor for the delivery of service units provided in accordance with the terms of this Contract.

The Contractor shall not receive payment for services rendered prior to the execution date or after the termination date of this Contract. The parties agree that the DOS is only responsible for payments as specified in Attachment III, Price Proposal.

1. Contract Amount

This Contract shall not exceed <Contract Amount>, which shall be paid by the DOS in consideration for Contractor’s provision of goods and/or services as set forth by the terms and conditions of this Contract. The State of Florida and DOS’s performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature and availability of any and all applicable federal funds. DOS shall be the final authority as to the availability of funds for this Contract, and as to what constitutes an “annual appropriation” of funds to complete this Contract. If such funds are not appropriated or available for the Contract purpose, such event will not constitute a default on DOS or the State. DOS agrees to notify Contractor in writing at the earliest possible time if funds are not appropriated or available. The cost for services rendered under any other Contract or to be paid from any other source is not eligible for reimbursement under this Contract.

D. Requirements of paragraphs (a) – (i) of subsection 287.058(1), Florida Statutes (F.S.):

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

2. If travel expenses are authorized, Contractor shall submit bills for such travel expenses and shall be reimbursed only in accordance with section 112.061, F.S.

3. Contractor shall allow public access to all documents, papers, letters or other materials made or received by Contractor in conjunction with this Contract, unless the records are exempt from section 24(a) of Article I of the State Constitution and section 119.07(1), F.S. It is expressly understood that DOS may unilaterally cancel this Contract for Contractor’s refusal to comply with this provision.

4. Contractor shall perform all tasks contained in Attachment I, Scope of Work.

5. Receipt by Contractor of DOS’s written acceptance of the units of deliverables specified herein is a condition precedent to payment under this Contract and is contingent upon Contractor’s compliance with the specified performance measure (i.e., each deliverable must satisfy at least the minimum acceptable level of service specified in the Scope of Work and DOS shall apply the applicable criteria stated in the Attachment I, Scope of Work to determine satisfactory completion of each deliverable).

6. Contractor shall comply with the criteria and final date by which such criteria must be met for completion of this Contract.

7. If Contractor fails to perform in accordance with the Contract, DOS shall apply the financial consequences specified herein.

8. Unless otherwise agreed in writing, intellectual property rights to preexisting property will remain with Contractor; whereas, intellectual property rights to all property created or otherwise developed by Contractor specifically for DOS will be owned by the State of Florida through DOS. Proceeds derived from the sale, licensing, marketing, or other authorization related to any such DOS-controlled intellectual property right shall be handled in the manner specified by applicable state statute.

E. Governing Laws

1. State of Florida Law

a. Contractor agrees 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 the laws, rules, and regulations of the State of Florida. Each Party shall perform its obligations herein in accordance with the terms and conditions of the Contract. Without limiting the provisions of Section III.D., Dispute Resolution, the exclusive venue of any legal or equitable action that arises out of or relates to the Contract shall be the appropriate state court in Leon County, Florida; in any such action, the Parties waive any right to jury trial. For avoidance of doubt, should any term of this Contract conflict with any applicable law, rule, or regulation, the law, rule, or regulation shall control over the provisions of this Contract.

b. If applicable, Contractor agrees that it is in compliance with the rules for e-procurement as directed by Chapter 60A-1, F.A.C. and that it will maintain eligibility for this Contract through the MyFloridaMarketplace.com system.

c. DOS shall ensure compliance with section 11.062, F.S., and section 216.347, F.S. Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly: (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer 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 State officer or employee. For purposes of clause (2), “gratuity” means any payment of more than nominal 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 DOS’s Inspector General, or other authorized State official, Contractor shall provide any type of information the Inspector General deems relevant to Contractor’s integrity or responsibility. Such information may include, but shall not be limited to, Contractor’s business or financial records, documents, or files of any type or form that refer to or relate to this Contract. Contractor shall retain such records for the longer of: (1) five years after the expiration of the Contract;

or (2) the period required by the General Records Schedules maintained by the Florida Department of State available at:

www.dos.myflorida.com/library-archives/records-management/general-records-schedules/

d. Contractor agrees to reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of Contractor’s compliance with the terms of this or any other agreement between Contractor and the State which results in the suspension or debarment of Contractor. Such costs shall include, but shall not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees.

Contractor shall not be responsible for any costs of investigations that do not result in Contractor’s suspension or debarment. Contractor understands and will comply with the requirements of subsection 20.055(5), F.S., including but not necessarily limited to, the duty of Contractor and any of Contractor’s subcontractors to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing pursuant to section 20.055, F.S.

e. Public Entity Crime Pursuant to subsection 287.133(2)(a), F.S., a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods http://www.dos.myflorida.com/library-archives/records-management/general-records-schedules/ http://www.dos.myflorida.com/library-archives/records-management/general-records-schedules/ or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity and may not transact business with any public entity in excess of the threshold amount provided in section 287.017, F.S., for Category Two for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. Furthermore, Contractor will complete and provide the certification in Attachment II, Certifications and Assurances.

f. Advertising Subject to chapter 119, F.S., Contractor shall not publicly disseminate any information concerning the Contract without prior written approval from DOS, including, but not limited to mentioning the Contract in a press release or other promotional material, identifying DOS or the State as a reference, or otherwise linking Contractor’s name and either a description of the Contract or the name of DOS or the State in any material published, either in print or electronically, to any entity that is not a Party to the Contract, except potential or actual authorized distributors, dealers, resellers, or service representatives.

g. Sponsorship: As required by section 286.25, F.S., if Contractor is a nongovernmental 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 State.” If the sponsorship reference is in written material, the words “State of Florida, Department of State” shall appear in the same size letters or type as the name of the organization.

h. Mandatory Disclosure Requirements

(1) Conflict of Interest

This Contract is subject to chapter 112, F.S.

Contractors shall disclose the name of any officer, director, employee, or other agent who is also an employee of the State. Contractors shall also disclose the name of any State employee who owns, directly or indirectly, more than a five percent (5%) interest in Contractor or its affiliates.

(2) Convicted Vendors Contractor shall disclose to DOS if it, or any of its affiliates, as defined in section 287.133(1)(a) of the Florida Statutes, is on the convicted vendor list. A person or affiliate placed on the convicted vendor list following a conviction for a public entity crime is prohibited from doing any of the activities listed in Section I.F.1.e. above for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.

(3) Vendors on Scrutinized Companies Lists If this Contract is in the amount of $1 million or more, in executing this Contract, Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, F.S., or engaged in business operations in Cuba or Syria.

Regardless of the Contract value, Contractor certifies that it is not listed on the Scrutinized Companies that Boycott Israel List created pursuant to section 215.4725, F.S., or is engaged in a boycott of Israel.

Pursuant to section 287.135(5), F.S., DOS may immediately terminate this Contract for cause if Contractor is found to have submitted a false certification or if Contractor is placed on the Scrutinized Companies that Boycott Israel List, or is engaged in boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria, during the term of the Contract.

(a) If DOS determines that Contractor has submitted a false certification, DOS will provide written notice to Contractor. Unless Contractor demonstrates in writing, within ninety (90) days of receipt of the notice, that DOS’s determination of false certification was made in error, DOS shall bring a civil action against Contractor. If DOS’s determination is upheld, a civil penalty equal to the greater of $2 million or twice the amount of this Contract shall be imposed on Contractor, and Contractor will be ineligible to bid on any contract with an agency or local governmental entity for three (3) years after the date of DOS’s determination of false certification by the Contractor.

(b) In the event that federal law ceases to authorize the states to adopt and enforce the contracting prohibition identified herein, this provision shall be null and void.

(4) Discriminatory Vendors Contractor shall disclose to DOS if it or any of its affiliates, as defined by section 287.134(1)(a.), F.S., appears on the discriminatory vendor list. An entity or affiliate placed on the discriminatory vendor list pursuant to section 287.134, F.S. may not:

(a) submit a bid, proposal, or reply on a contract or agreement to provide any goods or services to a public entity;

(b) submit a bid, proposal, or reply on a contract or agreement with a public entity for the construction or repair of a public building or public work;

(c) submit bids, proposals, or replies on leases of real property to a public entity;

(d) be awarded or perform work as a contractor, supplier, sub-contractor, or consultant under a contract or agreement with any public entity; or

(e) transact business with any public entity.

i. Information Release

(1) Contractor shall keep and maintain public records required by DOS to perform Contractor’s responsibilities hereunder. Contractor shall, upon request from DOS’s custodian of public records, provide DOS with a copy of the requested records or allow the records to be inspected or copied within a reasonable time per the cost structure provided in chapter 119, F.S., and in accordance with all other requirements of chapter 119, F.S., or as otherwise provided by law. Upon expiration or termination of this Contract, Contractor shall transfer, at no cost, to DOS all public records in possession of Contractor or keep and maintain public records required by DOS to perform the service. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to DOS, upon request from the DOS’s custodian of records, in a format that is compatible with the information technology systems of DOS.

(2) If DOS does not possess a record requested through a public records request, DOS shall notify the Contractor of the request as soon as practicable, and Contractor must provide the records to DOS or allow the records to be inspected or copied within a reasonable time. If Contractor does not comply with DOS’s request for records, DOS shall enforce the provisions set forth in this Contract. A Contractor who fails to provide public records to DOS within a reasonable time may be subject to penalties under section 119.10, F.S.

(3) DOS does not endorse any contractor, commodity or service. No public disclosure or news release pertaining to this Contract shall be made without the prior written approval of DOS. Contractor is prohibited from using contract information, sales values/volumes and/or DOS customers in sales brochures or other promotions, including press releases, unless prior written approval is obtained from DOS.

(4) Contractor acknowledges that DOS is subject to the provisions of chapter 119, F.S., relating to public records and that reports, invoices, and other documents Contractor submits to DOS under this Contract may constitute public records under Florida Statutes. Contractor shall cooperate with DOS regarding DOS’s efforts to comply with the requirements of chapter 119, F.S.

(5) If Contractor submits records to DOS that are confidential and exempt from public disclosure as trade secrets or proprietary confidential business information, such records should be identified as such by Contractor prior to submittal to DOS. Failure to identify the legal basis for each exemption from the requirements of chapter 119, F.S., prior to submittal of the record to DOS serves as Contractor waiver of a claim of exemption. Contractor shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Contract term and following completion of the Contract if the Contractor does not transfer the records to DOS upon termination of the Contract.

(6) Contractor shall allow public access to all records made or received by Contractor in conjunction with this Contract, unless the records are exempt from section 24(a) of Article I of the State Constitution and section 119.07(1), F.S. For records made or received by Contractor in conjunction with this Contract, Contractor shall respond to requests to inspect or copy such records in accordance with chapter 119, F.S.

(7) In addition to Contractor’s responsibility to directly respond to each request it receives for records made or received by Contractor in conjunction with this Contract and to provide the applicable public records in response to such request, Contractor shall notify DOS of the receipt and content of such request by sending an e-mail to DOS.GeneralCounsel@DOS.MyFlorida.com within one (1) business day from receipt of such request.

(8) Contractor shall notify DOS verbally within twenty-four

(24) chronological hours and in writing within seventy-two (72) chronological hours if any data in Contractor’s possession related to this Contract is subpoenaed or improperly used, copied, or removed (except in the ordinary course of business) by anyone except an authorized representative of DOS.

Contractor shall cooperate with DOS in taking all steps as DOS deems advisable to prevent misuse, regain possession, and/or otherwise protect the State’s rights and the data subject’s privacy.

(9) IF THE CONTRACTOR HAS QUESTIONS

REGARDING THE APPLICATION OF CHAPTER

119, FLORIDA STATUTES, TO THE

CONTRACTOR’S DUTY TO PROVIDE PUBLIC

RECORDS RELATING TO THIS CONTRACT,

CONTACT THE CUSTODIAN OF PUBLIC

RECORDS by telephone at 850-245-6507, via e-mail at DOS.GeneralCounsel@DOS.MyFlorida.com, or by mail at Department of State, Public Records Coordinator, 500 South Bronough Street, Suite 100, Tallahassee, Florida 32399-0250.

F. Contractor Payments

1. Contractor will provide DOS’s Contract Manager invoices in accordance with the requirements of the State of Florida Guide for State Expenditures (https://www.myfloridacfo.com/division/aa/manuals/documents/Ref erenceGuideforStateExpenditures.pdf ) with detail sufficient for a proper pre-audit and post-audit thereof. Invoices must also comply with the following:

a. Invoices must be legible and must clearly reflect the goods/services that were provided in accordance with the terms of the Contract for the invoice period. Payment does not become due under the Contract until the invoiced deliverable(s) and any required report(s) are approved and accepted by DOS.

b. Invoices must contain the Contractor’s name, address, federal employer identification number or other applicable Contractor identification number, the Contract number, the invoice number, and the invoice period. DOS or the State may require any additional information from Contractor that DOS or the State deems necessary to process an invoice.

c. Invoices must be submitted in accordance with the time requirements specified in the Scope of Work.

2. At DOS’s or the State's option, Contractor may be required to invoice electronically pursuant to guidelines of the Department of Management Services. Current guidelines require that Contractor supply electronic invoices in lieu of paper-based invoices for those transactions processed through the system. Electronic invoices shall be submitted to DOS Contract Manager through the Ariba Supplier Network (ASN) in one of the following mechanisms – EDI 810, cXML, or web-based invoice entry within the ASN.

3. Payment shall be made in accordance with section 215.422, F.S., Chapter 69I-24, F.A.C., and section 287.0585, F.S., which govern time limits for payment of invoices. Section 215.422, F.S., provides that agencies have five (5) working days to inspect and approve goods and services unless the solicitation documents or the Contract Scope of Work specify otherwise. DOS has twenty (20) days to deliver a request for payment (voucher) to the Department of Financial Services. The twenty (20) days are measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved. The Scope of Work may specify conditions for retainage. Invoices returned to a Contractor due to preparation errors will result in a delay of payment. Invoice payment requirements do not start until a properly completed invoice is provided to DOS. DOS is responsible for all payments under the Contract.

4. Section 55.03(1), F.S., identifies the process applicable to the determination of the rate of interest payable on judgments and decrees, and pursuant to section 215.422(3)(b), F.S., this same process applies to the determination of the rate of interest applicable to late payments to vendors for goods and services purchased by the State and for contracts which do not specify a rate of interest. The applicable rate of interest is published at:

https://www.myfloridacfo.com/division/aa/localgovernments/c urrent.htm

G. Final Invoice Contractor shall submit the final invoice for payment to DOS no later than 60 days after the Contract ends or is terminated. If Contractor fails to do so, DOS, in its sole discretion, may refuse to honor any requests submitted after this time period and may consider Contractor to have forfeited any and all rights to payment under this Contract.

H. Return or Recoupment of Funds

1. Contractor shall return to DOS any overpayments due to unearned funds or funds disallowed pursuant to the terms of this Contract that were disbursed to Contractor by DOS. In the event that Contractor or its independent auditor discovers that overpayment has been made, Contractor shall repay said overpayment within forty (40) calendar days without prior notification from DOS. In the event that DOS first discovers an overpayment has been made, DOS will notify Contractor by letter. Should repayment not be made in a timely manner, DOS shall be entitled to charge interest at the lawful rate of interest on the outstanding balance beginning forty (40) calendar days after the date of notification or discovery. Refunds should be sent to DOS Contract Manager, and made payable to the “Department of State.”

2. Notwithstanding the damages limitations of Section III.F., if Contractor’s non-compliance with any provision of the Contract results in additional cost or monetary loss to DOS or the State of Florida, DOS can recoup that cost or loss from monies owed to Contractor under this Contract or any other contract between Contractor and any State entity. In the event that the discovery of this cost or loss arises when no monies are available under this Contract or any other contract between Contractor and any State entity, Contractor will repay such cost or loss in full to DOS within thirty (30) days of the date of notice of the amount owed, unless DOS agrees, in writing, to an alternative timeframe.

I. Vendor Ombudsman A Vendor Ombudsman has been established within the Department of https://www.myfloridacfo.com/division/aa/localgovernments/current.htm https://www.myfloridacfo.com/division/aa/localgovernments/current.htm

Financial Services. The duties of this individual include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 413-5516 or by calling the Chief Financial Officer’s Hotline, (800) 342-2762.

J. Audits and Records

1. Representatives of DOS, the Chief Financial Officer of the State of

Florida, the Auditor General of the State of Florida, the Florida Office of Program Policy Analysis and Government Accountability or representatives of the federal government and their duly authorized representatives shall have access to any of Contractor’s books, documents, papers, and records, including electronic storage media, as they may relate to this Contract, for the purposes of conducting audits or examinations or making excerpts or transcriptions.

2. Contractor shall maintain books, records, and documents in accordance with generally accepted accounting procedures and practices which sufficiently and properly reflect all expenditures of funds provided by DOS under this Contract.

3. Contractor will provide a financial and compliance audit to DOS, if applicable, and ensure that all related party transactions are disclosed to the auditor.

4. Contractor shall retain all Contractor 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) state fiscal years after completion or termination of this Contract, or if an audit has been initiated and audit findings have not been resolved at the end of five (5) state fiscal years, the records shall be retained until resolution of the audit findings through litigation or otherwise. Contractor shall cooperate with DOS to facilitate the duplication and transfer of such records or documents upon request of DOS. Additional federal requirements may be identified in Attachment I, Scope of Work.

5. Contractor shall include the aforementioned audit and record keeping requirements in all approved subcontracts and assignments.

K. Employment Eligibility Verification

1. Pursuant to section 448.095, F.S., the Contractor 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.

2. 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.

3. The contractor shall maintain a copy of such affidavit for the duration of the contract.

L. Duty of Continuing Disclosure of Legal Proceedings

1. Prior to execution of this Contract, Contractor must disclose all prior or on-going civil or criminal litigation, investigations, arbitration or administrative proceedings (Proceedings) involving Contractor (and each subcontractor) in a written statement to DOS’s Contract Manager. Thereafter, Contractor has a continuing duty to promptly disclose all Proceedings upon occurrence.

2. This duty of disclosure applies to Contractor’s or subcontractor’s officers and directors when any Proceeding relates to the officer or director’s business or financial activities. Details of settlements that are prevented from disclosure by the terms of the settlement may be annotated as such.

3. Contractor shall promptly notify the DOS’s Contract Manager of any Proceeding relating to or affecting the Contractor’s or subcontractor’s business. If the existence of such Proceeding causes the State concern that the Contractor’s ability or willingness to perform the Contract is jeopardized, Contractor shall be required to provide the DOS’s Contract Manager all reasonable assurances requested by DOS to demonstrate that:

a. Contractor will be able to perform the Contract in accordance with its terms and conditions; and,

b. Contractor and/or its employees, agents or subcontractor(s) have not and will not engage in conduct in performing services for DOS which is similar in nature to the conduct alleged in such proceeding.

M. Assignments and Subcontracts

1. Contractor agrees to neither assign the responsibility for this

Contract to another party nor subcontract for any of the work contemplated under this Contract, or amend any such assignment or subcontract, without prior written approval of DOS. Any sublicense, assignment, or transfer occurring without the prior approval of DOS, shall be null and void.

2. Contractor agrees to be responsible for all work performed and all expenses incurred in fulfilling the obligations of this Contract. If DOS permits Contractor to subcontract all or part of the work contemplated under this Contract, including entering into subcontracts with vendors for services and commodities, it is understood by Contractor that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Contractor further agrees that DOS shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Contractor shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Contractor, at its expense, will defend DOS against such claims.

3. Contractor agrees that all Contractor employees, subcontractors, or agents performing work under the Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under the Contract must comply with all DOS security and administrative requirements identified herein. DOS may conduct, and Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Contractor. DOS may refuse access to, or require replacement of, any of Contractor’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non- compliance with DOS’s security or administrative requirements identified herein. Such refusal shall not relieve Contractor of its obligation to perform all work in compliance with the Contract. DOS may reject and bar from any facility for cause any of Contractor’s employees, subcontractors, or agents.

4. Contractor agrees 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 Contractor. In the event the State of Florida approves transfer of Contractor’s obligations, Contractor remains responsible for all work performed and all expenses incurred in connection with the Contract. In addition, this Contract shall bind the successors, assigns, and legal representatives of Contractor and of any legal entity that succeeds to the obligations of the State of Florida.

5. Contractor agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DOS in accordance with section 287.0585, F.S., unless otherwise stated in the Contract between Contractor and subcontractor.

Contractor’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Contractor and paid to the subcontractor in the amount of one-half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due.

6. Contractor agrees that DOS may undertake or award supplemental contracts for work related to the Contract. Contractor and its subcontractors shall cooperate with such other contractors and DOS in all such cases.

7. Contractor shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, and project to date. The report shall include the names, addresses and dollar amount of each certified and non-certified Minority Business Enterprise and Service- Disabled Veteran Enterprise participant and a copy must be forwarded to DOS’s Contract Manager. The Office of Supplier Diversity at (850) 487- 0915 will assist in furnishing names of qualified minorities.

8. DOS shall retain the right to reject any of Contractor’s or subcontractor’s employees whose qualifications or performance, in DOS’s judgment, are insufficient.

N. Purchasing

1. Prison Rehabilitative Industries and Diversified Enterprises, Inc.

(PRIDE): In accordance with section 946.515(6), F.S., if a product or service required for the performance of this Contract is certified by or is available from PRIDE and has been approved in accordance with subsection 946.515(2), F.S., the following statement applies:

It is expressly understood and agreed that any articles which are the subject of, or required to carry out, this contract shall be purchased from the corporation identified under chapter 946, F.S., in the same manner and under the same procedures set forth in subsections 946.515(2) and (4), F.S.; and for purposes of this contract the person, firm or other business entity carrying out the provisions of this contract shall be deemed to be substituted for this agency insofar as dealings with such corporation are concerned.

The above clause is not applicable to subcontractors unless otherwise required by law. Additional information about PRIDE and the products it offers is available at http://www.pride-enterprises.org.

2. Products Available from the Blind or Other Handicapped (RESPECT): In accordance with subsection 413.036(3), F.S., if a http://www.pride-enterprises.org/ http://www.pride-enterprises.org/ product or service required for the performance of this Contract is on the procurement list established pursuant to subsection 413.035(2), F.S., the following statement applies:

It is expressly understood and agreed that any articles that are the subject of, or required to carry out, this contract shall be purchased from a nonprofit agency for the blind or for the severely handicapped that is qualified pursuant to chapter 413, F.S., in the same manner and under the same procedures set forth in subsections 413.036(1) and (2), F.S.; and for purposes of this contract, the person, firm or other business entity carrying out the provisions of this contract shall be deemed to be substituted for the state agency insofar as dealings with such qualified nonprofit agency are concerned.

The above clause is not applicable to subcontractors unless otherwise required by law. Additional information about the designated nonprofit agency and the products it offers is available at http://www.respectofflorida.org.

3. Contractor agrees to procure any recycled products or materials which are the subject of or are required to carry out this Contract in accordance with section 403.7065, F.S.

O. Nonexpendable Property

1. For the requirements of this Section of the Contract, "nonexpendable property" is the same as “property” as defined in section 273.02, F.S. (equipment, fixtures, and other tangible personal property of a non-consumable and nonexpendable nature, with a value or cost of $1,000 or more, and a normal expected life of one year or more;

hardback-covered bound books that are circulated to students or the general public, with a value or cost of $25 or more; and hardback-covered bound books, with a value or cost of $250 or more).

2. All nonexpendable property, purchased under this Contract, shall be listed on the property records of Contractor. Contractor shall inventory annually and maintain accounting records for all nonexpendable property purchased and submit an inventory report to DOS with the final expenditure report. The records shall include, at a minimum, the following information: property tag identification number, description of the item(s), physical location, name, make or manufacturer, year, and/or model, manufacturer’s serial number(s), date of acquisition, and the current condition of the item.

3. At no time shall Contractor dispose of nonexpendable property purchased under this Contract for these services without the written permission of and in accordance with instructions from DOS.

4. Immediately upon discovery, Contractor shall notify DOS, in writing, http://www.respectofflorida.org/ of any property loss with the date and reason(s) for the loss.

5. Contractor shall be responsible for the correct use of all nonexpendable property furnished under this Contract.

6. A formal Contract amendment is required prior to the purchase of any item of nonexpendable property not specifically listed in the approved Contract budget.

7. Title (ownership) to all nonexpendable property acquired with funds from this Contract shall be vested in DOS and said property shall be transferred to DOS upon completion or termination of the Contract unless otherwise authorized in writing by DOS.

P. Information Resource Acquisition Contractor shall obtain prior written approval from the appropriate DOS approving authority before purchasing any Information Technology Resource (ITR) or conducting any activity that will impact DOS’s electronic information technology equipment or software, in any way. ITR includes computer hardware, software, networks, devices, connections, applications, and data.

Q. Insurance During the Contract, including the initial Contract term, renewal(s), and extensions, Contractor, at its sole expense, shall maintain insurance coverage of such types and with such terms and limits as may be reasonably associated with the Contract. Providing and maintaining adequate insurance coverage is a material obligation of Contractor, and failure to maintain such coverage may void the Contract. The limits of coverage under each policy maintained by Contractor shall not be interpreted as limiting Contractor’s liability and obligations under the Contract. All insurance policies shall be through insurers licensed and authorized to write policies in Florida.

Upon execution of this Contract, Contractor shall provide DOS written verification of the existence and amount for each type of applicable insurance coverage. Within thirty (30) days of the effective date of the Contract, Contractor shall furnish DOS proof of applicable insurance coverage by standard ACORD form certificates of insurance. In the event that any applicable coverage is cancelled by the insurer for any reason, Contractor shall immediately notify DOS of such cancellation and shall obtain adequate replacement coverage conforming to the requirements herein and provide proof of such replacement coverage within fifteen (15) business days after the cancellation of coverage. The insurance certificate must name DOS as an additional insured and identify DOS’s Contract Number. Copies of new insurance certificates must be provided to DOS’s Contract Manager with each insurance renewal.

DOS shall be exempt from, and in no way liable for, any sums of money representing a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of Contractor providing such insurance. The following types of insurance are required.

1. Contractor’s Commercial General Liability Insurance

By execution of this Contract, unless Contractor is a state agency or subdivision as defined by Subsection 768.28(2), F.S., Contractor shall provide adequate commercial general liability insurance coverage and hold such liability insurance at all times during this Contract. A self- insurance program established and operating under the laws of the State of Florida may provide such coverage.

2. Workers’ Compensation and Employer’s Liability Insurance Contractor, at all times during the Contract, at its sole expense, shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract, which, as a minimum, shall be: workers’ compensation and employer’s liability insurance in accordance with chapter 440, F.S., with minimum employer’s liability limits of $100,000 per accident, $100,000 per person, and $500,000 policy aggregate. Such policy shall cover all employees engaged in any Contract work.

3. Other Insurance During the Contract term, Contractor shall maintain any other insurance as required in Attachment I, Scope of Work.

R. Confidentiality and Safeguarding Information

1. Each Party may have access to confidential information made available by the other. The provisions of the Florida Public Records Act, Chapter 119, F.S., and other applicable state and federal laws will govern disclosure of any confidential information received by the State of Florida.

2. Contractor must implement procedures to ensure the appropriate protection and confidentiality of all data, files, and records involved with this Contract.

3. Except as necessary to fulfill the terms of this Contract and with the permission of DOS, Contractor shall not divulge to third parties any confidential information obtained by Contractor or its agents, distributors, resellers, subcontractors, officers, or employees in the course of performing Contract work, including, but not limited to, security procedures, business operations information, or commercial proprietary information in the possession of the State or DOS.

4. Contractor agrees not to use or disclose any information concerning a recipient of services under this Contract for any purpose not in conformity with state and federal law or regulations except upon written consent of the recipient, or his responsible parent or guardian when authorized by law, if applicable.

5. If Contractor has access to either DOS’s network or any DOS applications, or both, in order to fulfill Contractor’s obligations under this Contract, Contractor agrees to abide by all applicable DOS Information Technology Security procedures and policies.

Contractor (including its employees, subcontractors, agents, or any other individuals to whom Contractor exposes confidential information obtained under this Contract), shall not store, or allow to be stored, any confidential information on any portable storage media (e.g., laptops, thumb drives, hard drives, etc.) or peripheral device with the capacity to hold information, unless permission is provided by authorized DOS personnel. Failure to strictly comply with this provision shall constitute a breach of Contract.

6. Contractor shall notify DOS in writing of any disclosure of unsecured confidential information of DOS by Contractor, its employees, agents, or representatives which is not in compliance with the terms of this Contract (of which it becomes aware). Contractor also shall report to DOS any Security Incidents of which it becomes aware, including those incidents reported to Contractor by its sub-contractors or agents. For purposes of this Contract, “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of DOS information in Contractor’s possession or electronic interference with DOS operations; however, random attempts at access shall not be considered a security incident. Contractor shall make a report to DOS not more than one (1) business days after Contractor learns of such use or disclosure.

Contractor’s report shall identify, to the extent known: (i) the nature of the unauthorized use or disclosure, (ii) the confidential information used or disclosed, (iii) who made the unauthorized use or received the unauthorized disclosure, (iv) what Contractor has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure, and (v) what corrective action Contractor has taken or shall take to prevent future similar unauthorized use or disclosure. Contractor shall provide such other information, including a written report, as reasonably requested by DOS’s Information Security Manager.

7. In the event of a breach of security concerning confidential personal information involved with this Contract, Contractor shall comply with section 501.171, F.S., as applicable. When notification to affected persons is required under this section of the statute, Contractor shall provide that notification, but only after receipt of DOS’s approval of the contents of the notice. Defined statutorily, and for purposes of this Contract, “breach of security” means the unauthorized access of data in electronic form containing personal data. Good faith acquisition of personal information by an employee or agent of the Contractor is not a breach of security, provided the information is not used for a purpose unrelated to the Contractor’s obligations under this Contract or is not subject to further unauthorized use.

S. Warranty of Ability to Perform Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish Contractor’s ability to satisfy its contract obligations. Contractor warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133, F.S., or on any similar list maintained by any other state or the federal government. Contractor shall immediately notify DOS in writing if its ability to perform is compromised in any manner during the term of the Contract.

T. Patents, Copyrights, and Royalties

1. Pursuant to section 286.021, F.S., if any discovery or invention arises or is developed in the course or as a result of work or services performed with funds from this Contract, Contractor shall refer the discovery or invention to DOS to determine whether patent protection will be sought in the name of the State of Florida. Any and all patent rights accruing under or in connection with the performance of the Contract are hereby reserved to the State of Florida. The rights to any invention resulting from this Contract that is for the performance of experimental, developmental, or research work are governed by 37 CFR Part 401 and any of its implementing regulations as applicable. All data, both electronic and hard copies, created or received by Contractor during the Contract are the property of DOS and must be surrendered to DOS upon expiration, termination or cancellation of this Contract at no cost to DOS.

2. Where activities supported by this Contract produce original writings, sound recordings, pictorial reproductions, drawings or other graphic representations and works of any similar nature, DOS has the right to use, duplicate and disclose such materials in whole or in part, in any manner, for any purpose whatsoever and to allow others acting on behalf of DOS to do so. In the event that any books, manuals, films, websites, web elements, electronic information, or other copyrightable materials are produced Contractor shall notify DOS. Any and all copyrights accruing under or in connection with the performance funded by this Contract are hereby reserved to the

State of Florida.

3. In accordance with the provisions of section 1004.23, F.S., a State

University is authorized in its own name to perform all things necessary to secure letters of patent, copyrights, and trademarks on any works it produces. Any action taken by the university in securing or exploiting such trademarks, copyrights, or patents shall, within thirty (30) days, be reported in writing by the president of the university to the Department of State in accordance with section 1004.23(6), F.S.

U. Independent Contractor Status In Contractor’s performance of its duties and responsibilities under the Contract, it is mutually understood and agreed that Contractor is at all times acting and performing as an independent…