CN-370000-SL010-CMC1.pdf

From: Contracts_Adm To: Jordan, Tessa Cc: Jones, Casey R Subject: FW: New Contract SL010 Date: Wednesday, October 12, 2022 11:12:01 AM Attachments: SL010_AGS_Pocurement_File.pdf image001.png FACTS Workbook SL010 AGS2223.xlsx SL010 Executed Contract.pdf

Please handle.

Thank you, Contracts Team Florida Department of Environmental Protection Division of Administrative Services - Bureau of General Services Email: Contracts_ADM@FloridaDEP.gov Office: 850-245-2361

From: Jones, Casey R <Casey.R.Jones@FloridaDEP.gov> Sent: Wednesday, October 12, 2022 10:53 AM To: Contracts_Adm <Contracts_Adm@dep.state.fl.us> Subject: New Contract SL010

Good Morning, I have attached the new Contract SL010 that will start on 10/30/22, the procurement file and the FACTS workbook.

Please note that we have updated the contract manager to Susan Branch.

Thanks, Casey Jones Government Operations Consultant II Florida Department of Environmental Protection Bureau of Real Estate Services Division of State Lands 3800 Commonwealth Blvd., MS 115 Tallahassee, FL 32399 Office: (850)245-2642 Email: Casey.R.Jones@FloridaDEP.gov mailto:Contracts_Adm@dep.state.fl.us mailto:Tessa.Jordan@FloridaDEP.gov mailto:Casey.R.Jones@FloridaDEP.gov https://floridadep.gov/ mailto:Contracts_ADM@FloridaDEP.gov https://floridadep.gov/contact-us mailto:Casey.R.Jones@FloridaDEP.gov

Instructions

FACTS WORKBOOK INSTRUCTIONS 2017

TAB A - Main Information - SECTION 1: Division/District/Office Information A. Enter Division/District/Office B. Enter Bureau/Office

TAB A - Main Information - SECTION 2: Main Information A. FLAIR Contract ID (5 character max) – Some programs will have to drop a character (i.e.: ADM to AD) B. Enter Short Title (10 character max) - If you are entering a grant please enter GRANT- and the abbreviation for the program office (i.e.: GRANT-ADM) C. Enter Long Title - This is the project title (60 character max) D. Enter Agency Assigned Contract ID (Contract Number) – Enter the actual contract number. If you had to drop a character from the FLAIR Contract Identifier the Agency Assigned and FLAIR Contract Identifier will not be the same.

E. Enter Original Contract Amount (include renewal terms of the original agreement, if applicable) F. Select Contract Type from drop down box G. Select Contract Status from drop down box H. Enter Date of Execution I. Enter Date of Beginning J. Enter Original End Date K. Enter Statutory Authority L. Select (Y/N) if Contract Involve State or Federal Financial Assistance M. Enter Recipient Type, if applicable N. Agency Service Area from drop down bown O. Select (Y/N) Provide for Administrative Cost P. Select (Y/N) Provide for Periodic Increase Q. Enter Periodic Increase Percentage (if applicable) R. Enter General Description of the Contract

TAB A - Main Information - SECTION 3: Contract Procurement Information A. Select (Y/N) Authorized Advanced Payment B. Select Method of Procurement from drop down box C. Enter State Term Contract ID (if applicable) D. Enter Contract Exemption Explanation (i.e.: Service only available from one source; Contract with a city / county / Water Mgmt. District / state agency / federal agency / State university; Contract for specialized legal services) E. Enter Agency Reference Number (if applicable) F. Select (Y/N) Business Case Study Done G. Enter Business Case Date (if applicable) H. Select (Y/N) Legal Challenges to Procurement I. Enter Legal Challenge Description (if applicable)

TAB A - Main Information - SECTION 4: Manager Information A. Enter Agency Manager Name B. Enter Agency Manager Telephone Number C. Enter Agency Manager’s email address (as it appears in Outlook)

TAB A - Main Information - SECTION 5: Outsourcing Information (if applicable) A. Was the Contracted Function Preciously Performed by the State (Field defaults to No) B. Was the Contracted Function Considered for Insourcing back to the state (Field defaults to No) C. Did the Vendor Make Capital Improvements on State Property (Field defaults to No) D. Capital Improvement Description E. Value of Capital Improvements F. Value of Unamortized Capital Improvements

TAB A - Main Information - SECTION 6: Catalog of Federal Domestic Assistance (CFDA) Number and Catalog of State Financial Assistance (CSFA) Number A. Enter CFDA Number B. Enter CSFA Number

TAB B: Budget Information A. Enter the budget amount for each funding source, if applicable B. Select the Amount Type (Fixed Capital Outlay (FCO) funds (Category 08 or 14) are non-recurring; everything else is recurring) C. Enter the 29 digit FLAIR account code D. Enter the fiscal year effective date E. Enter Org. Code F. Enter EO Code G. Enter Object Code H. Enter Grant Number I. Enter OCA/Module Number J. Project No. (11 characters max)

TAB C: Vendor/Grantee Information A. Enter Contract Vendor ID (starts with F, N, or S) B. Enter Vendor/Grantee Name C. Enter Vendor/Grantee Complete Address D. Journal Transfer Information (Required for State Agencies) E. Benefitting Object Code (B/F) Journal Transfer (JT) only F. Benefitting Category (B/F) Journal Transfer (JT) only

TAB D: Deliverable Information A. Enter major deliverable description. If Grant Agreements, Grant Amendments, Contracts, Contract Amendments, task assignments, change orders, or rate agreements are cost reimbursement or cost plus fixed, enter allowable costs with deliverables. Cost reimbursement is always $0 and amount is captured in the deliverable description.

B. Enter 8 digit Commodity/Service Type C. Enter deliverable method of payment using drop-down box D. Enter major deliverable price if the Grant Agreements, Grant Amendments, Contracts, Contract Amendments, task assignments, change orders, or rate agreements are fixed-fee or fixed-price. If cost reimbursement of any type, put $0 for the deliverable amount.

E. Non-Price justification: If the agreement, task assignments or change order is a cost reimbursement or cost plus fixed, select "Price cannot be determined until the work has been completed" from the drop down box. If Rate Agreement, select "rate agreement" from the drop down box F. Source Document Page Reference - Enter page number, attachment or exhibit of the deliverable (i.e.: Attachment A, pg. 2), if applicable. For task assignment, include task assignment(s) number.

G. Enter deliverable number or task number, if applicable (each deliverable must include a deliverable number in sequential order. Verify last deliverable entry in FACTS to ensure the numbers are sequential). See naming convention for multiple tasks (i.e.: T1, T1.1, T1.1a, and T1a).

H. Performance Metrics - Enter the performance measure metrics one per deliverable, 2,000 characters max I. Financial Consequences - Enter the financial consequences one per deliverable, 2,000 characters max. (i.e.: No payment for unsatisfactory deliverable or services. In addition, contract can be terminated for failure to perform.)

TAB E: Change Information (PLEASE HIGHLIGHT THE CELL WHERE THE CHANGE IS BEING MADE IN ORANGE) A. Enter the Agency Amendment Reference, verify last entry in FACTS to ensure the numbers are sequential B. Enter Agency Assigned Contract Identifier (Contract Number) C. Enter Change Type (drop down) D. Enter Amendment Amount, this is the amount of the amendment and not the total contract amount E. Enter Amendment Effective Date F. Enter Amendment Execution Date G. Enter New End Date, if applicable H Enter Change Description (60 characters max) I. Select Contract Status, if applicable (if the change is a renewal or extension, drop down)

&12BGS &12Printed: &D

TAB A-Main Information

Main Information There are six sections below, please ensure you fill out each section.

SECTION 1: Division/District/Office Information

DSL Bureau of Real Estate Services

SECTION 2: MAIN INFORMATION

(drop down)

(2000 characters max)

SL010 Title Svc Land Acquistion Title and Closing Services SL010 $0.00/Umbrella Contract based on task assignments Master Agreement Active 9/19/22 10/30/22 10/29/27 253.782 F.S. N N N To provide real estate title insurance services, including but not limited to, ownership and encumbrance reports, title search reports, title commitments, title searches, search updates, title policies, closings and other related acquisition services for land acquisition and land management projects for the State of Florida.

SECTION 3: PROCUREMENT INFORMATION

N I-Agency Request for Proposal [s. 287.057 (1) (b), FS] 2022002 N N

SECTION 4: MANAGER INFORMATION

(50 Characters Max)

Susan Branch 850-245-2706 susan.branch@floridadep.gov

SECTION 5: OUTSOURCING INFORMATION (Defaults to No, please change to Yes if applicable)

(If Y in C26)

N N N

SECTION 6: CFDA/CSFA NUMBERS (This will be completed at the end of FACTS data entry)

Catalog of Federal Domestic Assistance (CFDA) Number Catalog of State Financial Assistance (CSFA) Number

&12BGS &12Printed: &D

TAB B-Budget

Budget

(11 characters max)

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TAB C-Vendor

Vendor/Grantee

Vendor/Grantee FEID (Must be valid FLAIR vendor ID, validated against FLAIR; starts with F, N, or S) Vendor/Grantee Name Vendor/Grantee Address (include city, state, zip)

59-2346160 American Government Services Corporation 3812 West Linebaugh Avenue Tampa, Florida 33618

Journal Transfer (For State Agencies Only)

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TAB D-Deliverable

Deliverable

Major Deliverable See instructions for task assignments, change orders, and rate agreements

(Only if $0 entered for deliverable price)

(2000 characters max)

Provide real estate title insurance services, including but not limited to, ownership and encumbrance (O&E) reports, title search reports, title commitments, title searches, search updates, title policies, closings and other related acquisition services for land acquisition and land management projects. The Department will authorize payments to the Contractor on task assignment basis. 80131702 Fixed Fee/Unit Rate 0 Cannot determine until the work has been completed Page 2 Establish on a work assignment basis. DEP Contract Manager will review deliverable to ensure specifications were met. DEP will not pay for unsatisfactory deliverables. Contractor shall be given the right to remedy at no cost to DEP.

Cannot determine until the work has been completed

Revenue Generating Agreement

Rate Agreement

Agreement without financial exchange or impact

&12BGS &12Printed: &D https://www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarketplace/mfmp_projects/myfloridamarketplace_commodity_code_standardization_project

TAB E-Changes

Amendment/Renewal/Extension/Change Order

Agency Amendment Reference (Document Type)

(drop down; if the change is a Renewal or Extension)

Renewal

Extension

&12BGS &12Printed: &D

Set-Up Control

Contract Types Contract Status State or Federal Fin Assist Service Area Advanced Payment Method of Procurement Payment Code

Grant Disbursement Agreement Active Y District School Boards ADMIN Y 44-Exempt Non-competitively awarded grants to governmental entities, non-profits or for-profit organizations. 100% Advanced

Master Agreement Closed/Expired N For Profit CD N 2-Exempt, Legal services, including Attorney, paralegal, expert witness, appraisal and mediator services [s.287.057 (3) (f) 4, FS] Advanced-Fixed Price Unit Cost

No Ceiling/Rate Agreement Terminated Cannot determine until the work has been completed Private Universities DRP RE-Recurring 32-Exempt DEP State Restoration Funding Assistance, 376.30711(7), F.S. Cost Reimbursement

Revenue Agreement Revenue Generating Agreement State Universities DSL NR-Nonrecurring 31-Exempt, Inland Protection Trust Fund Early Detection Incentive Program, 376.3071(9), F.S. Cost Reimbursement plus Fixed Fee(s)

Settlement Agreement Contract Change status Rate Agreement State Agency DWM 30-Exempt, Inland Protection Trust Fund Petroleum Cleanup Participation Program, 376.3071(13), F.S. Cost Reimbursement plus Percentage of Cost

Standard Two Party Agreement by Statute Amendment Agreement without financial exchange or impact Non Profit Organization DWRA 29-Exempt, Inland Protection Trust Fund Reimbursement-review Contracts, 376.3071(12)(j), F.S. Cost Reimbursement plus Incentive Fee

Three or More Party Agreement Extension DWRM 28-Exempt, Preapproved Advanced Cleanup 376.30713, F.S. Cost Reimbursement plus Award Fee

Renewal FCO 27-Exempt, Preapproved Site Rehabilitation Program 376.30711(2)(a), F.S. Fixed Fee/Unit Rate

Task Assignment FGS 25-Request for Application, method of competitively awarding State Federal grants to non-profits and other governmental entities Fixed Price/Lump Sum

Task Assignment Change Order NED 26-Exempt, DRP Concessions, permits, leases, privileges. 258.007(3), F.S Revenue Generating

NWD 43-Request for Application Method of competitively awarding State/Federal Grants to for-profit organizations No Cost

OER 21-Settlement Agreement [s. 17.03 (1), FS]

OGC 9A-Exempt, Federal or state law prescribes with whom the agency must contract [s. 287.057 (10), FS]

OOO 9B - Rate of payment is established during the appropriation process [S. 287.057 (10), FS]

OTIS A - State Term Contract Purchase without Request For Quotes from Qualified Vendors [ss. 287.042(2) & 287.056, FS and Rule 60A-11.044(2), FAC]

OWP B - State Term Contract Purchase with Request For Quotes from Qualified Vendors [ss. 287.042(2) & 287.056, FS and Rule 60A-1.043 & 60A-1.044(2), FAC]

SD C-Alternate contract source - Purchase made from contracts let by the Fed. Gov., another state, or a political subdivision for commodities and contract services if determined to be cost-effective and in the best interest of the state.

[s.287.042 (16), FS & Rules 60A-1.002 (4) (l), FAC]

SEC E-Purchase under $2,500 [Rule 60A-1.002(2), FAC]

SED F-Informal quoted purchase not exceeding Category Two - Request for Quotes [s 287.056(2), FS & Rule 60A-1.002(4)(m), FAC]

SWD G-Single source $2,500 or greater, not to exceed Category Two [Rule 60A-1.002 (3), FAC)]

H-Agency Invitation to Bid [s. 287.057 (1) (a), FS]

I-Agency Request for Proposal [s. 287.057 (1) (b), FS]

J-Agency Invitation to Negotiate [s. 287.057 (1) (c), FAC]

L-Exempt, Services or Commodities provided by Governmental Agencies, including contract with independent, non-profit college or university within the state [s. 287. 057 (3) (f) 12, & s.287.057 (22), FS]

Q-Consultants' Competitive Negotiation Act [s. 287.055, FS]

O-Emergency procurement [s.287.057 (3) (a), FS & Rule 60A-1.046, FAC]

P-Single source approval over Category Two [s. 287.057 (3) (c), FS & Rule 60A-1.045, FAC] image1.png

STATE OF FLORIDA

DEPARTMENT OF ENVIRONMENTAL PROTECTION

STANDARD CONTRACT

CONTRACT NO. SL010

This Contract is entered into between the Florida Department of Environmental Protection (Department) and American Government Services Corporation, 3812 West. Linebaugh Avenue, Tampa, Florida 33618 (Contractor), a Corporation.

NOW, THEREFORE, the parties agree as follows:

1. Scope of Work.

The Contractor shall provide Land Acquisition Real Estate Title and Closing Services, as described more fully in Attachment 3, Scope of Work, which was procured under DEP Solicitation No. 2022002.

2. Duration.

a. Term. The Contract shall begin on October 30, 2022 and continue until October 29, 2027, unless otherwise terminated.

b. Renewals. This Contract may be renewed for a period of five (5) years.

3. Contract Managers.

Department’s Contract Manager Contractor’s Contract Manager Name: Marjorie Karter Name: Wendi McAleese or successor or successor Address: 3800 Commonwealth Boulevard Address: 3812 West Linebaugh Avenue

Tallahassee, Florida 32399 Tampa, Florida 33618

Phone: 850-245-2745 Phone: 813-933-3322 Email: Marjorie.Karter@FloridaDEP.gov Email: wmcaleese@agsres.com

Contract No. SL010 Page 1 of 52 mailto:Marjorie.Karter@FloridaDEP.gov mailto:wmcaleese@agsres.com

4. Attachments and Exhibits.

The Parties agree to comply with the terms and conditions of the following attachments and exhibits which are hereby incorporated by reference:

☒ Attachment 1: Standard Terms and Conditions for Competitively Procured Contracts ☒ Attachment 2: Special Terms and Conditions ☒ Attachment 3: Scope of Work ☒ Attachment 4: Public Records Requirements ☒ Attachment 5: Price Sheet ☐ Attachment 6: Technology Standards ☐ Attachment 7: Contractor’s Proposal (RFPs Only) ☐ Attachment 8: Contractor’s BAFO (ITNs Only) ☐ Additional Attachments (if necessary):

☒ Exhibit A: General Contract Conditions – PUR 1000 ☒ Exhibit B: Subcontractor Utilization Report Form ☒ Exhibit C: Contractor Certification/Release of Claims Form ☐ Exhibit D: Quality Assurance Requirements for Contracts ☐ Exhibit E: Advance Payment Terms and Interest Earned Memo ☒ Additional Exhibits (if necessary):

Exhibit F: Sample Task Assignment Notification Form Exhibit G: Minimum Requirements for Title Insurance Commitments and Title Insurance Policies Exhibit H: Minimum Requirements for Ownership and Encumbrance Reports and Title Search Reports Exhibit I: Sample Invoice/Summary Report

5. Compensation.

a. As consideration for the services rendered by Contractor under the terms of this Contract, the Department shall pay the

Contractor on a fixed price, fixed unit rate, and cost reimbursement basis for the completion of services as specified in the Scope of Work.

Reimbursement for costs shall be limited to the following budget categories, as defined in the Reference Guide for State Expenditures, as indicated:

Reimbursement Category ☐ Salaries Overhead/Indirect/General and Administrative Costs:

☐ a. Fringe Benefits, N/A.

☐ b. Indirect Costs, N/A.

☐ Other direct Costs ☐ Miscellaneous/Other Expenses, as outlined in Attachment 3 ☒ Travel, in accordance with Section 112

b. Department shall authorize all work assignments by Task Assignment Notification Form (TA) or Task Assignment

Change Order Form (TACO).

c. Contractor, or its subcontractors if authorized under this Contract, shall not commence work until either a TA/TACO has been fully executed, by both Department and Contractor.

d. In the event services are required that are within the general description of the Scope of Work, but are not specifically identified by name, the Department and Contractor reserve the right to negotiate Task Assignments covering performance of those required services only if there is established pricing in the Contract and such services do not expand the Scope of Work.

e. Release of Claims. Upon payment for satisfactory completion of any portion of the services performed, the Contractor shall execute and deliver to the Department a release of all claims against the Department arising under, or by virtue of, the services, except claims which are specifically exempted by the Contractor to be set forth therein using Exhibit C, Contract No. SL010 Page 2 of 52

Contractor Affidavit/Release of Claims Form. Receipt by the Department of the Contractor’s Release is a condition of final payment under this Contract. Unless otherwise provided in this Contract, by State law or otherwise expressly agreed to by the parties to this Contract, final payment or settlement upon termination of this Contract shall not constitute a release or waiver of the Department’s claims against the Contractor, or the Contractor’s sureties, subcontractors, successors or assigns under this Contract or as against applicable performance and payment bonds.

IN WITNESS WHEREOF, this Contract shall be effective on the date indicated above or the last date signed below, whichever is later.

AMERICAN GOVERNMENT SERVICES

CORPORATION

FLORIDA DEPARTMENT OF ENVIRONMENTAL

PROTECTION

By: By:

(Authorized Signature) Secretary or Designee

Date Signed Date Signed

Print Name and Title of Person Signing Print Name and Title of Person Signing

FEID No. 59-2346160

☐ Additional signatures attached on separate page.

Contract No. SL010 Page 3 of 52

September 13, 2022

Wendi McAleese, President

Standard Terms and Conditions for Competitively Procured Contracts

ATTACHMENT 1

1. Entire Agreement.

This Contract, including any Attachments and Exhibits referred to herein and/or attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to such subject matter. Any terms and conditions included on Contractor’s forms or invoices shall be null and void.

2. Contract Administration.

a. Order of Precedence. If there are conflicting provisions among the documents that make up the Contract, the order of precedence for interpretation of the Contract is as follows:

i. Standard Contract

ii. Attachments other than Attachment 1, in numerical order as designated in the Standard Contract

iii. Attachment 1, Standard Terms and Conditions

iv. The Exhibits in the order designated in the Standard Contract

b. All approvals, written or verbal, and other written communication between the parties, including all notices, shall be obtained by or sent to the parties’ Contract Managers. All written communication shall be by electronic mail, U.S. Mail, a courier delivery service, or delivered in person. Notices shall be considered delivered when reflected by an electronic mail read receipt, a courier service delivery receipt, other mail service delivery receipt, or when receipt is acknowledged by recipient. If the notice is delivered in multiple ways, the notice will be considered delivered at the earliest delivery time.

c. If a different Contract Manager is designated by either party after execution of this Contract, notice of the name and contact information of the new Contract Manager will be submitted in writing to the other party and maintained in the respective parties’ records. A change of Contract Manager does not require a formal amendment or change order to the Contract.

d. This Contract may be amended only by a written agreement between both parties. Amendments shall be based on availability of funding. A change order may be used when there is

(1) a change in the subcontractor or approval of subcontractors;

(2) changes in deliverables due dates that do not change the overall Contract term or increase in the deliverable price or Contract amount; or

(3) changes in the price of an individual deliverable in cost reimbursement Contract when the overall Contract amount does not change.

All other changes shall be done through a formal amendment.

e. There is no minimum amount of work guaranteed as a result of this Contract. Any and all work assigned will be at the sole discretion of the Florida Department of Environmental Protection (“Department”).

f. The Department reserves the right to suspend or terminate any portion of this Contract or any other contract with the Department, if the Department and Contractor (or any of its affiliates or authorized subcontractors) are adverse in any litigation, administrative proceeding or alternative dispute resolution. The suspension may last until such adverse relationship is resolved either by agreement or by final non-appealable order of a court.

g. All days in this Contract are calendar days unless otherwise specified.

3. Contract Duration.

a. Term. The term of the Contract shall begin and end on the dates indicated in the Standard Contract, unless extended or terminated earlier in accordance with the applicable terms and conditions.

b. Renewals. Any renewals provided under the Contract must meet the requirements of Section 287.058(1)(g), Florida Statute (F.S.), which is incorporated herein by reference. If the Standard Contract indicates renewals are available, the Contract may be renewed for those timeframe(s). All renewals are contingent upon satisfactory performance by Contractor. Renewals may be for the entire period or in increments.

4. Deliverables.

The Contractor agrees to render the services or otherwise provide deliverables as set forth in Attachment 3, Scope of Work and as otherwise set forth in this Contract. The services and/or deliverables shall be delivered in accordance with the schedule and at the pricing outlined in the Contract. Deliverables may be comprised of activities that must be completed prior to the Department making payment on that deliverable.

Contract No. SL010 Page 4 of 52

5. Performance Measures.

The Contractor warrants that: (1) the services will be performed by qualified personnel; (2) the services will be of the kind and quality described in the Scope of Work; (3) Any and all such equipment, products or materials necessary to perform these services, or requirements shall be supplied by the Contractor; (4) the services will be performed in a professional and workmanlike manner in accordance with industry standards and practices; (5) the services shall not infringe upon the intellectual property rights, or any other proprietary rights, of any third party; and (6) its employees, subcontractors, and/or subgrantees shall comply with any security and safety requirements and processes for work done at the Department or other location(s). The Department reserves the right to investigate or inspect at any time to determine whether the services or qualifications offered by the Contractor meet the Contract requirements.

Notwithstanding any provisions herein to the contrary, written acceptance of a particular deliverable does not foreclose Department’s remedies in the event deficiencies in the deliverable cannot be readily measured at the time of delivery.

6. Acceptance of Deliverables.

a. Acceptance Process. All deliverables must be received and accepted in writing by the Department’s Contract

Manager before payment. If the Department’s Contract Manager does not accept the deliverables within 30 days of receipt, they will be deemed rejected.

b. Rejection of Deliverables. The Department reserves the right to reject deliverables, as outlined in the Scope of Work, as incomplete, inadequate, or unacceptable due, in whole or in part, to the Contractor’s lack of satisfactory performance under the terms of this Contract. Failure to fulfill the applicable technical requirements or complete all tasks or activities in accordance with the Scope of Work will result in rejection of the deliverable and the associated invoice. Payment for the rejected deliverable will not be issued unless the rejected deliverable is made acceptable to the Department in accordance with the Contract requirements. The Department, at its option, may allow additional time within which the Contractor may remedy the objections noted by the Department. The Contractor shall work diligently to correct all deficiencies in the deliverable that remain outstanding, within a reasonable timeframe. The Contractor’s efforts to correct the rejected deliverables will be at the Contractor’s sole expense. The Contractor’s failure to make adequate or acceptable deliverables after a reasonable opportunity to do so shall constitute an event of default.

7. Financial Consequences for Nonperformance.

a. Withholding Payment. In addition to the specific consequences explained in the Scope of Work and/or Special

Terms and Conditions, the State of Florida (State) reserves the right to withhold payment when the Contractor has failed to perform/comply with provisions of this Contract. None of the financial consequences for nonperformance in this Contract, as more fully described in the Scope of Work, shall be considered penalties.

b. Corrective Action Plan. If the Contractor fails to correct all the deficiencies in a rejected deliverable within the specified timeframe, the Department may, in its sole discretion, request that a proposed Corrective Action Plan (CAP) be submitted by the Contractor to the Department. The Department request that the Contractor specify the outstanding deficiencies in the CAP. All CAPs must be able to be implemented and performed in no more than sixty (60) calendar days.

i. The Contractor shall submit a CAP within ten (10) calendar days of the date of the written request from the Department. The CAP shall be sent to the Contract Manager for review and approval.

Within ten (10) calendar days of receipt of a CAP, the Department shall notify the Contractor in writing whether the proposed CAP has been accepted. If the CAP is not accepted, the Contractor shall have ten (10) calendar days from receipt of the Department letter rejecting the proposal to submit a revised proposed CAP. Failure to obtain the Department approval of a CAP as specified above may result in the Department’s termination of this Contract for cause as authorized in this Contract.

ii. Upon the Department’s notice of acceptance of a proposed CAP, the Contractor shall have ten (10) calendar days to commence implementation of the accepted plan. Acceptance of the proposed CAP by the Department does not relieve the Contractor of any of its obligations under the Contract. In the event the CAP fails to correct or eliminate performance deficiencies by Contractor, the Department shall retain the right to require additional or further remedial steps, or to terminate this Contract for failure to perform. No actions approved by the Department or steps taken by the Contractor shall preclude the Department from subsequently asserting any deficiencies in performance. The Contractor shall continue to implement the CAP until all deficiencies are corrected. Reports on the progress of the CAP will be made to the Department as requested by the Department’s Contract Manager.

Contract No. SL010 Page 5 of 52

iii. Failure to respond to a Department request for a CAP or failure to correct a deficiency in the performance of the Contract as specified by the Department may result in termination of the

8. Payment.

a. Payment Process. Subject to the terms and conditions established by the Contract, the pricing per deliverable, and the billing procedures established by the Department, the Department agrees to pay the Contractor for services rendered in accordance with Section 215.422, F.S. Contractor shall submit invoices to the Department within thirty (30) days after the date of the Department’s written acceptance of each interim deliverable or the final deliverable specified in the Scope of Work. Invoices and the appropriate documentation shall be submitted via email to the Department’s Contract Manager. Contractor’s failure to submit invoices within this timeframe may result in forfeiture of retainage suspension or termination of remaining work, or the Contractor’s forfeiture of any unpaid balance for such deliverables.

b. Vendor Rights. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for Contractors who may be experiencing Problems in obtaining timely payment(s) from state agencies. The vendor Ombudsman may be reached at (850) 413-5516.

c. Taxes. The Department is exempted from payment of State sales and use taxes and Federal excise taxes. The Contractor, however, shall not be exempted from paying any taxes that it is subject to, including State sales and use taxes, or for payment by the Contractor to suppliers for taxes on materials used to fulfill its contractual obligations with the Department. The Contractor shall not use the Department's exemption number in securing such materials. The Contractor shall be responsible and liable for the payment of all its FICA/Social Security and other taxes resulting from this Contract.

d. Invoice Detail. All charges for services rendered or for reimbursement of expenses authorized by the Department pursuant to the Scope of Work shall be submitted to the Department in sufficient detail for a proper pre-audit and post-audit to be performed. The Contractor shall only invoice the Department for deliverables that are completed in accordance with the Scope of Work.

e. Multiple Payment Request. Contractor’s submitted invoice shall represent a full account of the work done during each invoice period, and include all fees and costs claimed for work done during that period. Department’s payment of an invoice shall constitute full payment and a final settlement of all of Contractor’s claims for services provided during the invoice period. No subsequently asserted claims or invoices for services performed during a previously invoiced period will be payable by the Department.

f. Interim Payments. Interim payments may be made by the Department, at its discretion, if the completion of deliverables to date have first been accepted in writing by the Department's Contract Manager.

g. Final Payment Request. A final payment request should be submitted to the Department no later than sixty (60) calendar days following the completion date of the Contract to ensure the availability of funds for payment.

However, all work performed pursuant to the Scope of Work must be performed on or before the completion date of the Contract.

h. Annual Appropriation Contingency. The State’s performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature. Authorization for continuation and completion of work and any associated payments may be rescinded, with proper notice, at the discretion of the Department if the Legislature reduces or eliminates appropriations.

i. Interest Rates. All interest rates charged under the Contract shall be calculated on the prevailing rate used by the State Board of Administration. Interest payments of less than $1 will not be issued unless Contractor requests such payment. To obtain the applicable interest rate, please refer to:

http://www.myfloridacfo.com/Division/AA/Vendors/default.htm.

j. Limitation on Payment. Contractor shall not be compensated for services performed prior to execution of this Contract, for services performed following its expiration, termination, or suspension, nor for services that exceed the funding amount specified herein or in any amendment to this Contract. It is the Contractor’s responsibility to know when the authorized compensation amount of the Contract will be reached. Contractor shall not perform, nor be compensated for, any services beyond the services described in the Scope of Work.

9. Documentation Required for Cost Reimbursement Contracts.

If Cost Reimbursement is authorized in the Standard Contract, the following conditions apply. To be eligible for reimbursement, costs and supporting documentation must be in compliance with laws, rules, and regulations governing agreements for services, including, but not limited to, the Reference Guide for State Expenditures, which can be accessed at the following web address: https://myfloridacfo.com/docs-sf/accounting-and-auditing-libraries/state-agencies/referenceguideforstateexpenditures.pdf?sfvrsn=fc1c5555_2

Contract No. SL010 Page 6 of 52 http://www.myfloridacfo.com/Division/AA/Vendors/default.htm https://myfloridacfo.com/docs-sf/accounting-and-auditing-libraries/state-agencies/referenceguideforstateexpenditures.pdf?sfvrsn=fc1c5555_2 https://myfloridacfo.com/docs-sf/accounting-and-auditing-libraries/state-agencies/referenceguideforstateexpenditures.pdf?sfvrsn=fc1c5555_2

Invoices for cost reimbursement shall be supported by an itemized listing of expenditures by category (salary, travel expenses, etc.). Supporting documentation must indicate that the item was paid and indicate the date of service.

10. Preferred Pricing Clause.

If this Contract incorporates the PUR 1000, section 4.(b), and it is applicable, or other preferred pricing clause, the Contractor must submit an affidavit, at least annually, attesting that Contract is in compliance with the preferred-pricing clause.

11. Retainage.

The following provisions apply if the Department withholds retainage under this Contract:

a. The Department reserves the right to establish the amount and application of retainage on the work performed under this Contract up to the maximum percentage described in Attachment 2, Special Terms and Conditions.

Retainage may be withheld from each payment to Contractor, pending satisfactory completion of work and approval of all deliverables.

b. The Department reserves the right to withhold payment of retainage for Contractor’s failure to respond to or correct identified deficiencies within the timeframe stipulated in the Scope of Work. The Department shall provide written notification to Contractor of identified deficiencies and the Department’s intent to withhold retainage.

Contractor’s failure to rectify the identified deficiency within the timeframe stated in the Department’s notice will result in forfeiture of retainage by Contractor.

c. If Contractor fails to perform the requested work, or fails to perform the work in a satisfactory manner, Contractor shall forfeit its right to payment for the work and the retainage called for under the entire Scope of Work. Failure to perform includes, but is not limited to, failure to submit the required deliverables or failure to provide adequate documentation that the work was actually performed.

d. No retainage shall be released or paid for incomplete work while this Contract is suspended.

e. Except as otherwise provided above, Contractor shall be paid the retainage associated with the work, provided

Contractor has completed the work and submits an invoice for retainage held in accordance with the invoicing procedures under this Contract.

12. Insurance.

a. Proof of Insurance. Upon execution of this Contract, the Contractor shall provide the Department documentation demonstrating the existence and amount for each type of applicable insurance coverage prior to performance of any work under this Contract. Upon receipt of written request from the Department, the Contractor shall furnish the Department with proof of applicable insurance coverage by standard form certificates of insurance, a self-insured authorization, or other certification of self-insurance.

b. Deductibles. The Department 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 the Contractor providing such insurance.

c. Duty to Maintain Coverage. In the event that any applicable coverage is cancelled by the insurer for any reason, or if Contractor cannot get adequate coverage, the Contractor shall immediately notify the Department of such cancellation and shall obtain adequate replacement coverage conforming to the requirements herein and provide proof of such replacement coverage within ten (10) days after the cancellation of coverage.

d. Insurance Requirements for Sub-Contractors. Department shall not be liable to any subcontractor for any expenses or liabilities incurred under any subcontract, regardless of whether the Department has approved such subcontract or subcontractor. Any subcontracts made under or in performance of this Contract must include the same conditions specified in this Contract, and shall include a release of any rights, claims or liabilities against the Department. The level of insurance to be carried by subcontractors performing work under this Contract shall be at the discretion of Contractor.

13. Termination.

a. Termination for Convenience. When it is in the State’s best interest, the Department may, in its sole discretion, terminate the Contract in whole or in part by giving thirty (30) days written notice to the Contractor. The Department shall notify the Contractor of the termination for convenience with instructions as to the effective date of termination or the specific stage of work at which the Contract is to be terminated. The Contractor must submit all invoices for work to be paid under this Contract within thirty (30) days of the effective date of termination. The Department shall not pay any invoices received after thirty (30) days of the effective date of termination.

b. Termination for Cause. The Department may terminate this Contract if any of the events of default described in the Events of Default provision below occur or in the event that the Contractor fails to fulfill any of its other obligations under this Contract. If, after termination, it is determined that the Contractor was not in default, or

Contract No. SL010 Page 7 of 52 that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Department. The rights and remedies of the Department in this clause are in addition to any other rights and remedies provided by law or under this Contract.

c. Contractor Obligations upon Notice of Termination. After receipt of a notice of termination or partial termination, unless otherwise directed by the Department, the Contractor shall not furnish any service or deliverable on the date, and to the extent specified, in the notice. However, the Contractor shall continue work on any portion of the Contract not terminated. If the Contract is terminated before performance is completed, the Contractor shall be paid only for that work satisfactorily performed for which costs can be substantiated. The Contractor shall not be entitled to recover any cancellation charges or lost profits.

d. Continuation of Prepaid Services. If the Department has paid for any services prior to the expiration, cancellation, or termination of the Contract, the Contractor shall continue to provide the Department with those services for which it has already been paid or, at Department’s discretion, Contractor shall provide a refund for services that have been paid for but not rendered.

e. Transition of Services Upon Termination, Expiration, or Cancellation of the Contract. If services provided under the Contract are being transitioned to another provider(s), the Contractor shall assist in the smooth transition of Contract services to the subsequent provider(s). This requirement is at a minimum an affirmative obligation to cooperate with the new provider(s), however additional requirements may be outlined in the Scope of Work. The Contractor shall not perform any services after Contract expiration or termination, except as necessary to complete the transition or continued portion of the Contract, if any.

14. Step-in Rights.

If the Contractor is in material breach of its obligation to perform any of the services under the Contract and fails to remedy such breach within ten (10) days after written notice of the breach from the Department, the Department, at its sole discretion, shall have the right to “step-in” (i.e. perform the work itself) or hire another contractor to perform these services. Contractor shall be liable to the Department for any fees or expenses that the Department may incur in exercising its step-in rights or securing a substitute provider to assume completion of those services.

15. Notice of Default.

If the Contractor defaults in the performance of any covenant or obligation contained in the Contract, including, any of the events of default, the Department shall provide notice to the Contractor and an opportunity to cure that is reasonable under the circumstances. This notice shall state the nature of the failure to perform and provide a time certain for correcting the failure. The notice will also provide that, should the Contractor fail to perform within the time provided, the Contractor will be found in default, and the Department may terminate the Contract effective as of the date of receipt of the default notice.

16. Events of Default Subject to the Notice of Default Provision.

Provided such failure is not the fault of the Department or outside the reasonable control of the Contractor, the following non-exclusive list of events, acts, or omissions, shall constitute events of default.

a. The commitment of any material breach of this Contract by the Contractor, including failure to timely deliver a material deliverable, failure to perform the minimal level of services required for a deliverable, discontinuance of the performance of the work, failure to resume work that has been discontinued within a reasonable time after notice to do so, or abandonment of the Contract;

b. Failure to maintain adequate progress, thus endangering the performance of the Contract;

c. Failure to honor any term of the Contract;

d. Failure to abide by any statutory, regulatory, or licensing requirement, including an entry of an order revoking the certificate of authority granted to the Contractor by a state or other licensing authority;

e. Failure to pay any and all entities, individuals, and furnishing labor or materials, or failure to make payment to any other entities as required by this Contract;

f. Failure to comply with a preferred-pricing clause required by this Contract, if any, at the Department’s discretion;

g. Failure to maintain the insurance required by this Contract;

h. One or more of the following circumstances, uncorrected for more than 30 calendar days unless, within the specified 30-day period, the Contractor (including its receiver or trustee in bankruptcy) provides to the Department adequate assurances, reasonably acceptable to the Department, of its continuing ability and willingness to fulfill its obligations under the Contract:

i. Entry of an order for relief under Title 11 of the United States Code;

ii. The making by the Contractor of a general assignment for the benefit of creditors;

iii. The appointment of a general receiver or trustee in bankruptcy of the Contractor’s business or property; and/or

Contract No. SL010 Page 8 of 52

iv. An action by the Contractor under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation.

i. Events of Default that Result in Immediate Termination.

a. The commitment of any material misrepresentation or omission in any materials, or discovery by the Department of such, made by the Contractor in this Contract or in its response to the solicitation;

b. Employment of an unauthorized alien in the performance of the work, in violation of Section 274 (A) of the

Immigration and Nationality Act; and

c. Department’s good faith belief that failure to comply with the Employment Eligibility Verification requirements of this Contract has occurred.

17. Indemnification.

a. The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the Department and its officers, agents, and employees, from suits, actions, damages, and costs of every name and description arising from or relating to:

i. personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, employees, partners, or subcontractors; provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the Department;

ii. the Contractor’s breach of this Contract or the negligent acts or…