CN-480000-23100.pdf

STATE OF FLORIDA DEPARTMENT OF EDUCATION

CONTRACT

(NON-STATE TERM)

Non State Term OGC-CM 07 Department Contract: 23-100, Page 1 of 3 Last revised 07/01/2016

NO. 23-100

Department of Education

Division: Vocational Rehabilitation

Bureau: Vendor and Contracted Services

Section: Special Contracts

Name of Contractor Florida Alliance for Assistive Services and Technology Company_Name

Address of principal place of business:

2145 Delta Blvd. Suite 200 Tallahassee, Florida 32303

This Contract (“Contract”) is entered into as a contractual undertaking by and between the Florida Department of Education (“Department”) and the above-named Contractor (“Contractor”) as of the Effective Date concerning the project identified below (“Project”).

I. Name of Project:

Florida Alliance for Assistive Services and Technology (FAAST)

II. Brief Summary of Nature and Purpose of Project:

The Florida Alliance for Assistive Services and Technology project ("Project") is sponsored by the Florida Department of Education and directed by the Assistive Technology Advisory Council (ATAC) in accordance with Section 413.407 Florida Statutes. The Project provides for the coordination and delivery of appropriate, cost effective, state-of-the-art assistive technology services.

The Contractor, a not-for-profit corporation for which the ATAC acts as the board of directors, manages the Project and provides administrative and technical support to ATAC.

The Contract is directly fund, or provide funding through contract, wages and benefits for new staff or existing staff under this opportunity within the disability and aging network for public health workers. Public health workers can include, but are not limited to: case investigator, contract tracer, social support specialist, community health worker, public health nurse, disease intervention specialist, epidemiologist, program manager, laboratory personnel, informaticians, communication and policy experts, other positions as may be required to prevent, prepare for, and respond to COVID-19.

STATE OF FLORIDA DEPARTMENT OF EDUCATION

CONTRACT

(NON-STATE TERM)

Non State Term OGC-CM 07 Department Contract: 23-100, Page 2 of 3 Last revised 07/01/2016

III. Contract Documents:

The documents establishing and constituting the contractual relationship between the Department and the Contractor (referred to collectively as the “Contract”) supersede all prior agreements and understandings, written or oral, regarding this Project and consist of the following:

This Contract, including all of the following attachments, which are hereby incorporated by reference and made a part hereof, and which are identified as follows (reference additional attachments as appropriate):

1. Attachment A: Detailed Description of Performance Duties;

2. Attachment B: Payment Schedule;

3. Attachment C: Standard Terms and Conditions;

4. If determined by the Department to be applicable, Attachment D: Single Audit Act

Requirements. The Department determines that Attachment D is applicable and

5. Attachment E: Minority Sub Contractors Utilization Summary. The Department determines that

Attachment E is not applicable.

In the event of a conflict between the Contract and any of the attachments, the order of priority in terms of the controlling provisions and documents are as follows: this Contract, Attachment A, Attachment B, Attachment C, Attachment D, and Attachment E.

IV. Project Management:

The Department and the Contractor designate their respective representatives, identified below (“Contract Manager”), for coordination, communication, and management of the Project.

For the Department: For the Contractor:

Cacetha Sims (Name)

Whitney Doyle (Name)

Contract Manager (Title)

Executive Director (Title)

325 West Gaines Street 11th Floor Tallahassee, Florida 32399 (Mailing address)

2145 Delta Blvd.

Suite 200 Tallahassee, Florida 32303 (Mailing address)

Telephone: 850-895-1793 Fax: 000-000-0000 Email: cacetha.sims@vr.fldoe.org (Phone, fax and e-mail)

Telephone: 850-487-3278 Ext.107 Fax: (850) 575-4216 Email: wdoyle@faast.org (Phone, fax and e-mail) mailto:cacetha.sims@vr.fldoe.org mailto:wdoyle@faast.org

9/30/2022

Form OGC-CM 02 Department Contract No. 23-100, Attachment A, Page 1 of 7 Last revised 06/15/2018

STATE OF FLORIDA, DEPARTMENT OF EDUCATION

PROCUREMENT CONTRACT – ATTACHMENT A

DETAILED DESCRIPTION OF PERFORMANCE DUTIES

The detailed description of the Contractor's performance duties and related provisions for the (ATPH) Expanding the Public Health Workforce w/n the Disability Network: AT St. Grants Award Authority: P.L. 117-2 and P.L. 116- 131; Grant No.: 2201FLATPH-00 awarded to the Florida Alliance for Assistive Services and Technology ("FAAST"), Agreement No.: 23-100, are as follows:

I. Project Overview:

A. Program Background and Purpose of Project.

The Alliance for Assistive Services and Technology project ("Project) is sponsored by the Florida Department of Education, Division of Vocational Rehabilitation (Department), and directed by the Assistive Technology Advisory Council (ATAC) in accordance with Section 413.407, Florida Statutes. The Project provides for the coordination and delivery of appropriate, cost effective, state-of- the-art assistive technology services.

The Contractor, a not-for-profit corporation for which the ATAC acts as the board of directors, manages the Project and provides administrative and technical support to ATAC.

B. Scope of Work:

The Contractor shall provide for the coordination and delivery of Assistive Technology Services to the State of Florida.

The Services provided by the Contractor shall include device loan activities, device demonstrations, assistive technology trainings, information and assistance activities, for an itemized list of deliverables, see Section II. B.

Deliverables table.

Definitions: Services are as defined by the Association of Assistive Technology Act Programs, National Assistive Technology Act Data System.

Device Loan: Statewide Assistive Technology (AT) programs provide short-term loans of AT devices to individuals or entities. The purpose of the loan maybe to assist indecision making, to serve as a loaner while the consumer is waiting for device repair or funding, to provide an accommodation on a short-term basis for a time-limited event/ situation, or to conduct training, self-education or other professional development activity.

Device Demonstration: Device demonstrations compare the features and benefits of a particular AT device or category of devices for an individual or small group of individuals. The purpose of a device demonstration is to enable an individual to make an informed choice.

STATE OF FLORIDA, DEPARTMENT OF EDUCATION

PROCUREMENT CONTRACT – ATTACHMENT A

DETAILED DESCRIPTION OF PERFORMANCE DUTIES

Department Contract No. 23-100, Attachment A, Page 2 of 7

Whenever possible, the participant should be shown a variety of devices. Device demonstrations should not be confused with training activities at which devices are demonstrated. Training activities are instructional events designed to increase knowledge, skills, and competencies, generally for larger audiences.

Device demonstrations also should not be confused with public awareness activities to which devices are demonstrated. The key difference is that device demonstrations are intended to enable an individual to make an informed choice rather than merely making him or her aware of a variety of AT.

Training Activities: Training activities are instructional events, usually planned in advance for a specific purpose or audience that are designed to increase participants' knowledge, skills, and competencies regarding AT. Such events can be delivered to large or small groups, in-person, or via telecommunications or other distance education mechanisms. In general, participants in training can be individually identified and could complete an evaluation of the training. Examples of training include classes, workshops, and presentations that have a goal of increasing skills, knowledge, and competency, as opposed to training intended only to increase general awareness of AT.

Information and Assistance: Information and assistance (l &A) activities are those in which the AT program responds to requests for information and/or puts individuals in contact with other agencies, organizations, or companies that can provide them with needed information on AT products, devices, services, funding sources, or other related disability topics, or providing intensive assistance to individuals about AT products, devices, services, funding sources, or other related disability topics. This information may be provided in person, over the telephone, via email, or by some other means.

Regional Demonstration Center (Centers ): Centers that provide for the availability of a wide range of assistive technology devices for demonstration, including; augmentative communication, computer adapted technology., low vision aids, assistive listening devices, aids for daily living, switches, environmental controls, adaptive toys and recreational devices. The Centers will provide services, including; direct demonstrations and interactive experiences to access assistive technology, devices and services for individuals with disabilities, their families, and professionals that serve individuals with disabilities. The Contractor shall ensure the demonstration of devices is provided by qualified staff with technical expertise in the field of Assistive Technology.

Targeted Individuals/Consumers: Individuals with disabilities of all ages and their family members, guardians, advocates, and authorized representatives; underrepresented populations, including the aging workforce; individuals who work for public or private entities (including centers for independent living described in part C of title VII of the Rehabilitation Act of 1973 (29 U.S.C. 796f et seq.), insurers, or managed care providers) that have contact, or provide services to, individuals with disabilities; educators at all levels (including providers of early intervention services, elementary schools, secondary schools, community colleges, and vocational and other institutions of higher education) and related services personnel; technology experts (including web designers and procurement officials); health, allied health, and rehabilitation professionals and hospital employees (including discharge planners); employers, especially small business employers, and providers of employment and training services; entities that manufacture or sell assistive technology devices; entities that carry out community programs designed to develop essential community services in rural and urban areas; and other appropriate individuals and entities, as determined for a State by the State.

C. Governing Statutory and Administrative Requirements.

The statutes and administrative rules or regulations to be implemented by, this project are as follows:

Department Contract No. 23-100, Attachment A, Page 3 of 7

State: Section 215.97, Florida Statutes, Section 215.971, Florida Statutes, and 413.407, Florida Statutes, Chapters 216 and 287, Florida Statutes, Section 112.061, Florida Statutes and any other state laws that may be applicable. Expenditures of state financial assistance must be in compliance with laws, rules, and regulations applicable to expenditures of State funds, including, but not limited to, the Department of Financial Services Reference Guide for State Expenditures.

Federal: The Rehabilitation Act of 1973, Public Law No. 108-364, Public Law 93-112 as amended by Public Laws 93- 516, 98-221, 99-506, 100-630, 102-569, 103-073, and 105-220. Other applicable regulations include the Federal/State Plan, Title 45, Code of Federal Regulations, Part 75, Uniform Administrative Requirements, Cost Principles and Audit Requirements for HHS Awards, and Title 2, Code of Federal Regulations, Part 200, and any other Federal laws that may be applicable.

D. Required Outcome of the Project:

FAAST shall fulfill its statutory and grant obligations of providing coordination and delivery of appropriate, cost effective, state-of-the-art assistive technology services and devices.

FAAST shall fulfill its statutory and grant obligations of ensuring consumer involvement in the creation, application, and distribution of technology-related assistance to and for persons who have disabilities in accordance with the agreement deliverables.

E. Role of the Contractor:

1. FAAST shall carry out the daily operational activities that support its mission to enhance the quality of life for all Floridians with disabilities by investigating financing options that will increase access to the funding for assistive technology devices and assistive technology services.

2. FAAST shall carry out assistive technology demonstrations, reuse programs and device loan programs.

3. FAAST shall provide assistive technology training, information and assistance activities

4. FAAST shall develop an annual progress report as required by the AT Act of 1998, as amended, and shall make it available for review upon request.

5. FAAST shall report all performance measures required by the United States Department of Health and Human

Services, Administration for Community Living (ACL) for reporting measureable goals and shall provide a quarterly report to the Department's Contract Manager. Reports are required to be submitted by the 15th day of the month following each quarter.

a. Device Loans - Access and Acquisition.

b. Device Demonstrations - Access

c. Training - Information Technology/Telecommunications accessibility

d. Monitoring – Desktop and Onsite

6. FAAST shall develop subcontracts with regional demonstration centers and regional Reuse Centers and shall provide copies of all subcontract agreements to the Department for review and approval.

7. FAAST shall provide technical assistance and instruction to the regional demonstration centers.

8. FAAST shall conduct monthly desktop monitoring of each regional demonstration center and regional reuse centers with which subcontract agreements is in place.

9. FAAST shall conduct a minimum of one (1) monitoring visit, in-person or virtual, to each regional demonstration center and regional reuse center during each year of the Agreement period.

10. FAAST shall coordinate with the Florida Assistive Technology Advisory Council to perform activities that will assist the state of Florida in the provision of assistive technology services and devices.

11. FAAST shall maintain documents to support Deliverables for pre- and post-audit reviews at the Contractor's current address and shall make them available for review upon request.

Department Contract No. 23-100, Attachment A, Page 4 of 7

12. FAAST shall maintain financial records to support the receipt, accounting for, allocation of and disbursement of all funds awarded under this Contract.

13. FAAST shall ensure compliance with the provisions of state and federal laws as applicable to this program.

14. FAAST shall develop a cost allocation plan, and shall ensure that accounting processes and records are adequate for pre-post audit and Contractor Agreement contract monitoring

15. FAAST shall notify the Department's Contract Manager of any unspent funds identified by the required quarterly budget reconciliation

16. FAAST shall respond to any written comments from the Department regarding deficiencies in the Contractor's performance within the timeframes specified in such comments. FAAST shall provide in writing to the Department's Contract Manager within thirty (30) business days of their plan on how to correct such deficiencies

17. FAAST shall maintain a Policies and Procedures Manual for each program

18. For additional roles, refer to Attachment A, 1.B, Scope of Work and Attachment B, Section Ill

F. Role of the Department:

1. The Department will receive, account for, and disburse Federal funds awarded under this Agreement.

2. The Department will designate a Contract Manager to act for the Department in all matters pertaining to this

Contract. The Department's Contract Manager will receive, review, and approve deliverables and invoices, where appropriate, as well as reconcile payments to Contract budget.

3. The Department will cooperate in all matters requiring concurrence or approval so that FAAST will not be delayed in providing services in accordance with the terms and condition of this contract.

4. The Department will review, analyze and approve quarterly reports that accompany invoices.

5. Department will monitor the Contract in accordance with the annual monitoring plan.

6. The Department will provide technical assistance as appropriate or as requested by FAAST.

7. The Department will review and, if appropriate, approve all subcontract agreements that FAAST executes.

8. The Department will negotiate with and provide direction to FAAST in the use of unspent funds

G. Data Collection.

Data is collected and entered into the federal reporting NATADS system for a variety of reasons. One primary reason is for any decision-making activity that a targeted individual/consumer participates in. As the needs of the targeted individuals varies and often times cannot be determined or met with just one activity, there are times where different decision making activities may take place for the same individual and the data for these activities will be collected and reported through the NATADS system as well as in the quarterly reports required under this contract. When separate decisions are being made, regardless if the activity category is the same, each decision is an allowable activity and will be counted in the deliverable count provided under this contract. In an instance where only one decision is being made but data is inputted multiple times for the same individual/consumer, only one activity would be counted for deliverables, even if the information was added to NATADS for proper record keeping.

For example, if a device loan borrower checks out both a vision device and an ADL (Aid for Daily Living) device due to limited arm and hand motion, this borrower would be entered into NATADS two separate times for two different decision making activities and counted twice for deliverable goals. However, if this same borrower checks out two vision devices to compare them for a decision-making activity, this would only be counted as one activity for deliverable goals. Further, an individual that works with multiple individuals and routinely borrows devices from the lending library, even if the same device, as long as the end user of the device is a different individual than a prior borrowing activity, this individuals device loan activities would all be counted towards the deliverable goals. Any activity that takes place in a separate month than any prior activities will be counted as a new decision-making activity and counted towards deliverable goals regardless of any other data, device category or purpose of the activity due.

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Department Contract No. 23-100, Attachment A, Page 5 of 7

II. Project Phases and Deliverables (include associated tasks and documentation to be used as evidence of completion):

A. Description of the Major Phases Stages or Other Organizational Structure of the Project.

B. Deliverables.

The following Deliverable: the specifications for the Deliverable; the description of the activities leading to the Deliverable; and, the expected date of completion of the Deliverable.

Major Deliverable Evidence of Completion Due Date Financial Consequence Device Demonstrations

FAAST shall provide assistive technology device demonstrations to a minimum of forty-nine

(49) consumers per quarter.

FAAST shall provide the Department the cumulative report from the National Assistive Technology Act Data System (NATADS) for device loans as well as a signed verification report stating the number of consumers served, types of devices loaned, and contact information that the Department can use to verify services were rendered.

January 15, 2023 April 15, 2023 July 15, 2023 October 15, 2023

At the end of each quarter during this contract year, if the Contractor did not meet the minimum of forty-nine (49) times of assistive technology demonstration, the invoice will be reduced by $20 per times under 49 not meet.

Device Demonstrations

– Access Performance Measures

FAAST shall report performance measures on assistive technology device demonstrations to forty-nine (49) consumers per quarter.

Provided to the Department on the cumulative report from the National Assistive Technology Act Data System (NATADS) for device loans.

April 15, 2023 July 15, 2023 October 15, 2023

At the end of each quarter during this contract year, if the Contractor did not meet the minimum of forty-nine (49) times of performance measures on device demonstration, the invoice will be reduced by $20 per times under 49 not meet.

Trainings

FAAST shall provide trainings to a minimum of two hundred sixty-two (262) individuals per quarter.

FAAST shall provide the Department the cumulative report from the National Assistive Technology Act Data System (NATADS) for device loans as well as a signed verification report stating the number of consumers served, types of devices loaned, and contact information that the Department can use

April 15, 20231 July 15, 2023 October 15, 2023

At the end of each quarter during this contract year, if the Contractor did not meet the minimum of two hundred sixty-two (262) training, the invoice will be reduced by $25 per training under 262 not provided.

Department Contract No. 23-100, Attachment A, Page 6 of 7

Major Deliverable Evidence of Completion Due Date Financial Consequence Training shall consist of: AT Products and Services; AT Funding, Policy, and Practice;

IT/Telecomm Access to verify services were rendered.

Information and Assistance

FAAST shall provide information assistance activities a minimum of ninety-eight (98) consumers, families, and other interested parties per quarter.

FAAST shall provide the Department the cumulative report from the National Assistive Technology Act Data System (NATADS) for device loans as well as a signed verification report stating the number of consumers served, types of devices loaned, and contact information that the Department can use to verify services were rendered.

January 15, 2023 April 15, 20231 July 15, 2023 October 15, 2023

At the end of each quarter during this contract year, if the Contractor did not meet the minimum of ninety-eight (98) consumers, the invoice will be reduced by $30 for service under 98 not provided.

C. Criteria for Final Completion of the Contract.

The criteria for final completion of the Contract are the delivery to, and approval by, the Department of all Deliverables required by the Contract.

D. Acceptance Testing.

To implement the provisions of Attachment C, Section IV., Deliverables shall be approved in accordance with the following acceptance testing plan:

Not Applicable (NA)

E. Software Updates.

If the project involves the use of software to be provided by or through the Contractor, periodic updates to such software will be handled in accordance with the following:

Not Applicable

III. Performance Bond.

As provided in Attachment C, Section XVIII.:

A. The Contractor shall provide a performance bond , another form of security or not applicable .

B. If applicable, the amount of the Contractor’s performance bond is is not the total amount of the Contract. If the amount is not the total amount of the Contract it is the amount of $NA.

C. If applicable, the form of the other security shall be ( ) in the amount of $ .

IV. Financial Consequences

If the Contractor fails to meet the minimum level of service or performance identified, the Department will be injured as a result thereof. If the requirements are not timely and satisfactorily performed, the Contractor shall be subject to one or more of the financial consequences listed. The contract manager shall periodically review the progress made on the activities and deliverables.

If the Contractor fails to meet and comply with the activities/deliverables established or to make appropriate progress and they are not resolved within two weeks of written notice; the contract manager may approve: (1) withholding of payment until the deficiency is cured, (2) request the contractor redo the work, or (3) a reduced payment by the rate established under this contract. The contract manager must assess one or more of the financial consequences based on the severity of the failure to perform and the impact of such failure on the ability of the contract to meet the timely and desired results. These financial consequences shall not be considered penalties. The Department; at its sole discretion, may offer the Contractor an extension for any listed tasks, Form OGC-CM 02 DOE Contract No. 23-100, Attachment A, Page 7 of 7 Last revised 06/15/2018 timelines, or deliverables during which the indicated financial consequences shall not apply. Notification of any extension shall be provided to the Contractor in writing. If financial consequences are imposed and due; the Department may offset the financial consequences from the next invoice or from the final retained payment, or require separate payment. Any payment made in reliance on the Contractor's evidence of performance; which evidence is subsequently determined to be erroneous, will be immediately due as an over payment.

V. Modification of Standard Terms and Conditions.

Each of the following enumerated provisions supersedes or modifies, as indicated, the Section of Attachment C, Standard terms and Conditions, to which it expressly refers:

There is no Modification of the Standard Terms and Conditions referenced in Attachment C, Standard Terms and Conditions.

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PROCUREMENT CONTRACT – ATTACHMENT B

PAYMENT TERMS AND SCHEDULE

Form OGC-CM 03 Department Contract No.23-100 Revised 11/15 Attachment B, Page 1 of 2

The Payment Terms and Schedule for the procurement contract awarded to Florida Alliance for Assistive Services and Technology (FAAST) Contract Number 23-100 are as follows:

I. An “X” beside the correct provision in this section signifies that the provision is applicable to the Contract into which this Attachment B is incorporated.

A. Place an “X” beside either 1 or 2:

1. The total payment shall be the amount entered in the space provided in Section II, below.

Or

2. The total payment shall be an amount not to exceed the amount entered in the space provided in Section II, below.

B. Place an “X” beside either 1 or 2:

1. The total payment shall be paid as a single, lump sum payment upon the Contractor meeting the criteria for completion of the Contract.

2. The total payment shall be paid as scheduled progress payments in accordance with Section III, below, which prescribes the amount of each payment, the specified Deliverable(s) that must be received and approved prior to each payment, and the projected payment date.

Not applicable

C. If I.A.2. applies, place an “X” beside any of the following that apply:

1. The total payment includes amounts, which are set aside for specified activities as described in Section IV, below. Records shall be kept by the Contractor to account for amounts earned for each activity. In the event that the full amount set aside for any activity is not earned, the unearned amount shall revert to the Department and shall be reflected as an adjustment to the final payment.

2. Contract payments shall be based on a system of rates as prescribed in Section V, below, which shall account for all or a portion of the total contract payment also as prescribed in Section V, below.

II. As specified in Section I.A., the amount of the total payment, or the amount that the total payment shall not exceed is the following: 80,000.00 Eighty Thousand Dollars for a year.

III. The schedule of progress payments, the Deliverable(s) required to be received and approved, and the projected payment dates are set forth below. The actual date of payment shall be governed by the receipt and approval of the Deliverable(s), not by the projected payment date which is included to assist in planning the Contract activities and managing the project.

PROCUREMENT CONTRACT – ATTACHMENT B

PAYMENT TERMS AND SCHEDULE

Form OGC-CM 03 Department Contract No.23-100 Revised 11/15 Attachment B, Page 2 of 2

1. Amount of payment: The Department will pay the Contractor a fixed price of Twenty Thousand Dollars ($20,000.00) per quarter of the contract, minus any applicable financial consequences.

2. The fourth (4th) quarterly payment ending in September will be based upon a year-to-date budget reconciliation.

3. Description of Deliverable(s): See Attachment A, II.C., Deliverables

4. Projected Date: The Contractor shall submit a properly completed invoice, including all supporting documentation and a quarterly budget reconciliation, to the Department's Contract Manager no later than the 15th of the month following the end of each billing month.

5. The invoice shall include, at a minimum:

a. The Contractor's name, address, telephone, Federal ID Number and contract number,

b. The time period, description of deliverables completed, and the amount requested

c. The Contractor's Approval Authority, Title, and Date of authority's signature, and

d. The following attestation: "I hereby certify, as an authorized representative of the

Contractor, that the amounts claimed on this invoice are true and accurate amounts due for the services and/or products rendered and are payable in full in accordance with the terms of the Contract."

IV. The amounts included in the total payment which are set aside for specified activities in accordance with Section

I.C.1, above, the specified activity to which each amount pertains, and the criteria under which the Contractor earns portions of the amount which is set aside are described below:

V. The system of rates upon which contract payments are based is prescribed as follows:

A. As applicable, the type of work or the professional designation of a worker to whom the rate applies, the dollar amount of the rate, and the time unit covered by the rate amount are set forth below:

VI. For purchases pursuant to state term contracts, the total payment for completion of all requirements of the Contract which makes specific the Department’s procurement under a State Term Contract awarded to the Contractor by the Department of Management Services reflects a savings to the Department in comparison to the total projected amount for the same work under the rates established in the State Term Contract No, as explained below:

VII. Federal funds awarded through the Department by this Contract, if any: Eighty Thousand Dollars ($80,000.00).

ATTACHMENT C

STANDARD TERMS AND CONDITIONS

Form OGC-CM 04 Department Contract No. 23-100 Attachment C, Page 1 of 4 Last revised 9/01/2022

Contract No. 23-100

I. Pursuant to S. 287.058(1), Florida Statutes (“F.S.”):

A. Bills for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof.

B. Travel expenses will be reimbursed only if expressly authorized by the terms of the Contract. Bills for any travel expenses shall be submitted in accordance with s. 112.061, F.S.

C. The Department may unilaterally cancel this Contract if the Contractor refuses to allow access by members of the public to all documents, papers, letters and materials made or received in conjunction with the Contract that are subject to Chapter 119, F.S., and are not exempt from public inspection by s 119.071, F.S., or by other provisions of general or special law.

D. The Deliverables specified in the Contract must be received and accepted in writing by the Department’s Contract Manager before Contractor is entitled to payment.

E. To complete this Contract, all services must be performed and/or goods received on or before the date(s) specified in the Contract.

F. If this Contract is expressly renewable, it may be renewed for a period that may not exceed three years or the term of the original contract, whichever is longer. The renewal price for the contracted service is set forth in the bid, proposal, reply. Cost for renewal shall not be changed. Renewals shall be contingent on satisfactory performance evaluations by the Department and subject to the availability of funds. Exceptional purchase contracts pursuant to s. 287.057(3)(a) and (c), F.S., may not be renewed.

II. In fulfilling its obligations under this Contract and Chapter 119, F.S., Contractor must comply with the requirements outlined in s. 119.0701, F.S. If Contractor fails to comply with a public records request pursuant to Chapter 119, F.S., the Department may take any action under this Contract necessary to ensure compliance with Florida’s public records laws, including, but not limited to, demanding compliance with a public records request, seeking indemnification from Contractor regarding an action brought to enforce a public records request sent to Contractor, or terminating the Contract. Pursuant to s. 119.0701, F.S., Contractor must:

A. Keep and maintain public records required by the Department to perform the service;

B. Upon request from the Department’s custodian of public records, provide the Department with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, F.S., or as otherwise provided by law;

C. 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 the Department; and

D. Upon completion of the Contract, transfer, at no cost, to the Department all public records in possession of the Contractor or keep and maintain public records required by the Department to perform the service. If the Contractor transfers all public records to the Department upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 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 the Department, upon request from the Department’s custodian of public records, in a format that is compatible with the information technology systems of the Department.

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 AT

850-245-0735 & contractcustodian@fldoe.org, Florida Department of Education, Attn:

Contract Custodian 325 W. Gaines Street, Suite 344, Tallahassee, FL 32399-0400.

III. The Contractor shall prepare an invoice for the amount due and mail it to the Department of Education Comptroller after having delivered the products and services required under this Contract to the Contract Manager. The invoice shall set forth details sufficient for a proper pre-audit and post-audit including, where applicable, the products and services delivered and completion dates. Upon receipt of the invoice, the Department of Education Comptroller will request confirmation from the Contract Manager that the delivered products and services are satisfactory, and payment is due. If for any reason they are not satisfactory, payment will be withheld until the unsatisfactory condition or conditions are corrected. Upon receipt of the Contract Manager’s approval, the Department of Education Comptroller shall process each invoice in accordance with the provisions of s. 215.422, F.S.

A. Contractor agrees to submit invoice within thirty (30) days of the Department’s acceptance of deliverables. It is understood that should Contractor fail to submit invoice within thirty (30) days following the Department’s acceptance of the deliverables, the Department shall not be responsible for payment thereof under this contract or quantum meruit.

IV. Section 215.422, F.S., provides that agencies have five (5) working days to inspect and approve goods and services, unless bid specifications or the Contract specifies otherwise. With the exception of payments to health care providers for hospital, medical, or other health care services, if payment is not available within forty (40) days, measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved, a separate interest penalty set by the Comptroller pursuant to s. 55.03, F.S., will be due and payable in addition to the invoice amount. To obtain the applicable interest rate, please contact the Department’s Fiscal s. at 850/245-0401 or Purchasing Office at 850/245-0483. Payments to health care providers for hospitals, medical, or other health care services, shall be made not more than thirty-five (35) days from the date of eligibility for payment is determined, and the daily interest rate is .02740 percent. Invoices returned to a vendor due to preparation errors will result in a payment delay. Invoice payment requirements do not start until a properly completed invoice is provided to the agency. A Vendor Ombudsman, whose duties include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from a State Agency, may be contacted at 866/352-3776 or by calling the Chief Financial Officer’s Hotline, 800/342-2762.

mailto:contractcustodian@fldoe.org

Form OGC-CM 04 Department Contract No. 23-100 Attachment C, Page 2 of 4

V. As used in this Contract, the term “Deliverable” refers to tangible “commodities”, as defined in s. 287.012(5), F.S., which the Contractor provides pursuant to the Contract and to reports or other tangible or documentary evidence which demonstrate that the Contractor has performed the services required by the Contract. The following provisions govern Deliverables, as applicable:

A. Each Deliverable must be physically delivered to the Department’s Contract Manager, or to a person designated by the Contact Manager. If delivery is made to a designee, the Contractor shall give written notice to the Contract Manager of the delivery. A Deliverable is not received until the Contract Manager has physical control of deliveries or has written notice that the designee has physical control.

B. In each case in which the approval of a Deliverable is dependent upon tests being conducted by the Department or Contractor, independently or jointly, the Department’s inspection and approval of the Deliverable shall not be subject to the five (5) day provision in s. 215.422, F.S., but shall be governed by the terms and conditions of the acceptance testing plan as stated in Attachment A, until approved in accordance with the plan.

C. In each case of a Deliverable of information technology, as defined at s. 287.012(14), F.S., unless specified otherwise in Attachment A, the acceptance testing plan is deemed to include as a minimum the reliable performance of the information technology in accordance with its design specifications in:

1. a test environment that simulates the production environment as much as is reasonably possible; and

2. the production environment for which it is intended for a period of time sufficient for the information technology to have experienced the major foreseeable exigencies of the production functions.

D. The Department’s inspection, including testing when applicable, shall determine whether or not the Deliverables appear to be in compliance with the

Contract. The Contractor shall be notified in writing of any apparent deficiency. The written notice shall detail the specific action required by the Contractor to correct the deficiency. The Contractor shall timely correct such deficiency and resubmit the deliverable for acceptance.

VI. The Contractor represents and agrees that information submitted in support of its requests for payment is the basis of payment and is true and accurate to the best of knowledge of the responsible signatory. A violation of this provision shall subject the violator to the provisions of s. 68.082, F.S., pertaining to false claims against the State, and/or s. 837.06, F.S., pertaining to false official statements.

VII. This paragraph applies if this Contract expires in a fiscal year subsequent to the fiscal year in which the Contract is entered. The State of Florida’s fiscal year comprises July 1 through June 30. The Department’s and State of Florida’s performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature.

VIII. Notwithstanding anything to the contrary contained in a State Term Contract, Contractor warrants that all commodities, as defined in s. 287.012, F.S., shall meet the specifications of the Contract and shall be merchantable and fit for the particular purposes intended by the Contract.

IX. The Contractor further warrants that as to each Deliverable produced pursuant to this Contract, Contractor’s production of the Deliverable, and the Department’s use of the Deliverable, will not infringe on the copyrights of any third party. This provision applies to each work of authorship in which copyrights subsist pursuant to 17 U.S.C. Sections 102-105 and to each exclusive right established in 17 U.S.C. Section 106. In furtherance of this provision the Contractor additionally warrants that:

A. As to each work of software or other “information technology”, as defined in s. 287.012(15), F.S., in which copyrights subsist, the Contractor has acquired the rights by conveyance or license to any third-party software or other information technology, which was used to produce the Deliverable;

B. As to each image and sound recording incorporated into a Deliverable, the Contractor has acquired the necessary rights, releases, and waivers from the person whose image or sound is included, or from the holder of the copyrights subsisting in the literary, musical, dramatic, pantomime, choreographic, pictorial, graphic, sculptural, motion pictures, audiovisual work or sound recording from which the included image or sound recording was taken.

X. The Contractor further warrants that the Contractor shall not disclose to any third party, without the express, prior, written approval of the Department, any personally identifiable information about any student. This applies to information which came from any record or report of a Florida public education institution or from any education record which is subject to the Family Educational Rights and Privacy Act, 20 U.S.C. Section 1232g. The terms “record a report” and “student” shall have the meanings prescribed in s. 1002.22(2)(c) and (d), F.S. The term “educational record” shall have the meaning prescribed in 20 U.S.C.

Section 1232g(a)(4).

XI. In the event that the Governor and Cabinet are required to impose a mandatory reserve on appropriations, the Department shall amend this Contract to place in reserve the amount determined by the Department of Education to be necessary because of the mandatory reserve. Such amendments may provide for adjustments in the Deliverable products and services as may be necessary.

XII. Intellectual property is subject to following additional provisions:

A. Anything by whatsoever designation it may be known, that is produced by, or developed in connection with, this Contract shall become the exclusive property of the of the State of Florida and may be copyrighted, patented, or otherwise restricted as provided by Florida or federal law. Neither the Contractor nor any individual employed under this Contract shall have any proprietary interest in the product.

B. With respect to each Deliverable that constitutes a work of authorship within the subject matter and scope of U.S. Copyright Law, 17 U.S.C. Sections 102-105, such work shall be a "work for hire" as defined in 17 U.S.C. Section 101 and all copyrights subsisting in such work for hire shall be owned exclusively by the Department pursuant to s. 1006.39, F.S., on behalf the State of Florida.

C. In the event it is determined as a matter of law that any such work is not a "work for hire", Contractor shall immediately assign to the Department all copyrights subsisting therein for the consideration set forth in the Contract and with no additional compensation.

D. The foregoing shall not apply to any preexisting software, or other work of authorship used by Contractor, to create a Deliverable but which exists as a work independently of the Deliverable, unless the preexisting software or work was developed by Contractor pursuant to a previous Contract with the Department or a purchase by the Department under a State Term Contract.

E. The Department shall have full and complete ownership of all software developed pursuant to the Contract including without limitation:

1. The written source code;

2. The source code files;

3. The executable code;

4. The executable code files;

5. The data dictionary;

6. The data flow diagram;

7. The work flow diagram;

8. The entity relationship diagram; and

Form OGC-CM 04 Department Contract No. 23-100 Attachment C, Page 3 of 4

9. All other documentation needed to enable the Department to support, recreate, revise, repair, or otherwise make use of the software.

XIII. The Department reserves the right, at its option, to issue a change order to delete work tasks reducing the total Contract amount by up to 10%. An addition of work tasks within the scope of the Contract, an increase in the total Contract amount, or a decrease of more than 10% of the total Contract amount, shall be implemented only by a Contract amendment signed by both the Department and the Contractor.

XIV. Pursuant to s. 216.347, F.S., no funds awarded under this Contract may be used for the purpose of lobbying the Legislature, the judicial branch, or a State agency.

XV. The Contractor understands that s. 20.055, F.S., requires every contractor and subcontractor to cooperate with the Department’s Inspector General in any investigation, audit, inspection, review, or hearing; and the Contractor shall comply with this requirement. The Contractor shall grant access to all records pertaining to the Contract to the Department’s Inspector General, General Counsel and other agency representatives, the State Auditor General, the Office of Program Policy and Government Accountability, and the Chief Financial Officer.

XVI. The Contractor agrees to permit onsite visits by designated Department employees or agents to conduct audits to ensure compliance with Section 20.055, Florida Statutes. These audits may require Department access to records and data, computers and communications devices, and other materials whether owned or operated by the Contractor. Access may include, but is not limited to, user level and/or system level access to any computing or communications device; access to information (electronic, hardcopy, etc) that may be produced, transmitted or stored on the Contractor's equipment or premises; access to work areas; and access to interactively monitor and log traffic on the Contractor's networks.

XVII. The Contractor must carry general liability insurance, which shall include errors and omissions coverage. The amount of coverage shall be a minimum of $1,000,000 or the aggregate total of all contractual agreements between the Contractor and the agencies and political subdivisions of the State of Florida, whichever is greater. The Contractor shall add the Department as an additional insured on the general liability coverage. The insurance shall cover all of the Contractor’s operations under this Contract and shall be effective throughout the Term of this Contract, as well as any renewals or extensions thereto. It is not the intent of this Contract to limit the types of insurance otherwise required by this Contract or that the Contractor may desire to obtain or be required to obtain by law. The Contractor must submit a Certificate of Insurance indicating coverage for general liability purposes and additional insured coverage and shall maintain and pay for same throughout the Term of this Contract. A Certificate of Insurance indicating adequate coverage shall be submitted to the Department prior to the time the Contract is entered. Any and all insurance policies shall be through insurers qualified to do business in Florida.

XVIII. The Contractor agrees to provide the Department upon execution of this Contract with a performance bond or other security deposited with the Department in the total amount of the Contract or another amount if specified in the procurement specifications or Attachment A, guaranteeing that the Contractor will perform all work according to this Contract, within the time and price specified in the Contract. A performance bond shall be issued from a surety company, qualified to do business in Florida.

XIX. The Contractor may not assign or subcontract all or any portion of this Contract without the advance written consent of the Department.

XX. In all cases in which the Contractor, with the advance written consent of the Department, assigns or subcontracts, all or any portion of the Contract:

A. The Contractor shall monitor the subcontractor or assignee and establish controls to avoid or mitigate risks identified by the Department or the Contractor; and

B. The Contractor shall allow the Department to monitor subcontractor or assignee activity and compliance, and the Contractor shall require the subcontractor or assignee to promptly submit to the Department, at the Department’s request, complete and accurate documentation pertaining to the subcontract or the Contract.

XXI. The Contractor shall coordinate with and assist the Department’s Contract Manager in the performance of the latter’s responsibilities, which include without limitation:

A. Monitoring the activities of the Contractor;

B. Receiving and…