CN-480000-23801.pdf

STATE OF FLORIDA DEPARTMENT OF EDUCATION

CONTRACT

(NON-STATE TERM)

Non State Term OGC-CM 07 Department Contract: 23-801, Page 1 of 3 Last revised 07/01/2016

NO. 23-801

Department of Education

Division: Educator Quality

Bureau: Educator Recruitment, Development, and Retention (BERDR)

Section: Educator Retention

Name of Contractor Putnam County School District (North East Florida Educational Consortium)

Address of principal place of business:

3841 Reid Street Palatka, Florida 32177

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:

Professional Learning for Non-Profit Private School Teachers and Leaders

II. Brief Summary of Nature and Purpose of Project:

This project provides educators across approximately 1,900 non-profit private schools with access to professional learning opportunities that are grounded in evidence-based best practices and serve educator needs identified through the state’s consultation with private school leaders and organizations.

Professional learning will be delivered through multiple methods (i.e., online, blended, or face-to-face) and private schools will be presented with comprehensive participation updates for their educators.

Additionally, reimbursement for eligible professional learning courses, travel, and tuition will be provided.

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

STATE OF FLORIDA DEPARTMENT OF EDUCATION

CONTRACT

(NON-STATE TERM)

Non State Term OGC-CM 07 Department Contract: 23-801, Page 2 of 3 Last revised 07/01/2016

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, and Attachment D.

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:

Lindsay Douglas (Name)

Shane Jay Fairbairn, PhD, PMP (Name)

Program Specialist (Title)

Supervisor of Instructional Technology (Title)

325 West Gaines Street, Suite 124 Tallahassee, Florida 32399 (Mailing address)

3841 Reid Street Palatka, Florida 32177 (Mailing address)

Telephone: 850-245-9183 Email: Lindsay.Douglas@fldoe.org (Phone and email)

Telephone: 386-329-3800 Email: fairbairns@nefec.org (Phone and email)

V. Effective Date:

This Contract shall be effective on the date upon which it is signed by both Department and Contractor, whichever is later.

VI. Expiration Date:

This Contract shall expire three (3) years from the date of execution, unless cancelled earlier in accordance with its terms.

VII. Renewal:

Subject to the limitations set forth in Sections 287.057(13), and 287.058(1)(g), Florida Statutes, and Attachment C, Section I.F, this Contract is renewable at the option of the Department for a renewal period or periods with commencement and expiration dates as follows:

The contract may be renewed for up to three (3) one-year terms.

The Department shall provide advance written notice of at least 60 days of its decision to exercise its option.

VIII. Travel:

Contractor will will not be reimbursed for travel pursuant to Section 112.061, Florida Statutes.

mailto:Lindsay.Douglas@fldoe.org mailto:fairbairns@nefec.org

Form OGC-CM 02 Department Contract No.23-801, Attachment A, Page 1 of 4 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 procurement Contract awarded to Putnam County School District (North East Florida Educational Consortium), Contract No. 23-801, are as follows:

I. Project Overview:

A. Program Background and Purpose of Project.

This project provides educators across approximately 1,900 non-profit private schools with access to professional learning opportunities that are grounded in evidence-based best practices and serve educator needs identified through the state’s consultation with private school leaders and organizations. Professional learning will be delivered through multiple methods (i.e., online, blended, or face-to-face) and private schools will be presented with comprehensive participation updates for their educators. Additionally, reimbursement for eligible professional learning courses, travel, and tuition will be provided.

B. Scope of Work:

The contractor will offer professional learning opportunities that serve educator needs identified as part of the state’s consultation with private school leaders and organizations, including the opportunities on the following topics:

• Developing skills for the 21st century

• Crafting learning that is project-based

• Streamlining classroom routines and basic procedures

• Fostering an effective learning climate in the classroom

• Effectively managing the classroom

• Promoting differentiated instruction

• Teachers as facilitators of learning

• Pacing to maximize student learning

• Offering a toolkit of multiple ways for students to demonstrate learning

• Clinical educator training

• Coaching for teachers and leaders

The contractor will also

• Offer stipends to non-profit private school teachers for completion of professional learning courses;

• Develop custom courses based on the needs of private school teachers and leaders;

• Provide conference registration and travel reimbursement to private school leaders and teachers for pre-approved conferences;

• Reimburse teachers for courses taken at a Florida public college or university in order to receive an academic endorsement;

• Communicate monthly with private school leaders and teachers regarding upcoming professional learning opportunities; and

• Provide technical support to private schools and the Department as needed.

C. Governing Statutory and Administrative Requirements.

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

Federal: Section 8501 of the Elementary and Secondary Education Act (ESEA), amended by the Every Student Succeeds Act of 2015 (ESSA); Section 2101(c), ESSA; and Section 2301, ESSA

DETAILED DESCRIPTION OF PERFORMANCE DUTIES

Department Contract No. 23-801, Attachment A, Page 2 of 4

D. Required Outcome of the Project:

As a result of this project, non-profit private school teachers and leaders will receive professional learning opportunities and services, as outlined above, as part of the Title II, Part A: State-Level Equitable Services Program.

E. Role of the Contractor:

The contractor will provide professional learning opportunities and services, as outlined above, to non-profit private school teachers and leaders as part of the Title II, Part A: State-Level Equitable Services Program.

F. Role of the Department:

1. Review invoices prior to payment;

2. Ensure that services are provided in accordance with the Contract; and

3. Ensure project activities are allowable under Title II, Part A.

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.

The provider will coordinate and deliver professional development to non-public private school educators in support of needs identified as part of the state’s consultation with private school organizations. Professional development opportunities may include face-to-face, virtual, or blended learning training. These trainings may be offered by the provider directly or the provider may contract with a third party to provide the trainings. Coordination must include the alignment of professional development opportunities to identified needs, communication of all professional development opportunities to private school stakeholders, registration, confirmation of completion, and ongoing monitoring and support. The registration system will include flags for all private nonprofit schools in Florida from the list provided by FDOE. Participants will be able to register for any event and the provider will be able to contact the appropriate administrator(s) as needed.

B. Deliverables.

The following is the itemized list of each Deliverable which the Contractor is required to provide to the Department, and for each 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

1. Program Scope and Sequence The contractor will provide a program scope and sequence that includes a schedule of professional learning activities, as outlined in Deliverable 3, available to non-profit private school educators as well as a plan for processing stipend payments and reimbursements (conferences and college endorsement classes).

• List of professional learning opportunities offered, as agreed upon with the Department, by quarter

• Plan for processing stipends and reimbursements, as agreed upon with the Department

4 weeks after contract execution and then annually by June 30

If professional learning opportunities, stipend payments, and reimbursements are not available to private school educators due to issues on the contractor’s part, the Department shall not pay any amount until the opportunities become available.

2. Administrative Duties Plan and coordinate enrollment/registration for professional development as well as process stipend payments and conference and

• Quarterly narrative of duties performed

• Copies of monthly emails sent to

Quarterly If professional learning opportunities, stipend payments, and reimbursements are not

Department Contract No. 23-801, Attachment A, Page 3 of 4 endorsement class reimbursements for up to 5,000 non-profit private school educators.

Provide technical support to non-profit private school teachers, leaders, and FDOE as needed.

Communicate monthly via email with private school leaders and teachers regarding upcoming professional learning opportunities.

educators available to private school educators due to issues on the contractor’s part, the Department shall not pay any amount until the

3. Access to Professional Learning Opportunities Provide quarterly access to at least four (4) virtual professional learning opportunities, and up to four (4) blended and/or face-to-face professional learning opportunities that address the following topics:

• Developing skills for the 21st century

• Crafting learning that is project-based

• Streamlining classroom routines and basic procedures

• Fostering an effective learning climate in the classroom

• Effectively managing the classroom

• Promoting differentiated instruction

• Teachers as facilitators of learning

• Pacing to maximize student learning

• Offering a toolkit of multiple ways for students to demonstrate learning

• Clinical educator training

• Coaching for teachers and leaders

• Quarterly enrollment/registration reports

• Course schedule

• Course syllabus

• For contractor travel reimbursement, if applicable, detailed report to include name of facilitator(s), face-to-face course delivered, list of travel expenses, and total reimbursement amount

Quarterly If professional learning opportunities are not available to private school educators due to issues on the contractor’s part, the Department shall not pay any amount until the opportunities become available. In the event there is a cancellation beyond the control of the contractor (e.g., severe weather, or other reason approved by the Department), which cannot be rescheduled, the contractor is only entitled to be paid its actual out-of-pocket, non-refundable costs. Documentation of such costs shall be presented to and verified by the Department for approval.

4. Stipend Payments to Educators Provide up to $50,000 total per year in participant stipends, as needed, upon successful completion of professional learning course(s); stipend amounts may vary depending on course.

• Detailed stipend report to include educators name, employer, course completed, and stipend amount

Quarterly, if applicable; if no courses have been completed, stipends will not be provided

If stipend payments are not available to private school educators due to issues on the contractor’s part, the Department shall not pay any amount until the opportunities become available.

5. Custom Courses Creation Create up to five (5) custom courses, as needed, based on non-profit private school needs. Professional learning opportunities may be virtual, blended learning, or face-to-face. These custom professional learning opportunities must:

• Serve a minimum of 25 participants.

• Align with Title II, Part A authorized uses of funds under ESSA legislation.

• Not violate the supplement, not supplant law

• Course syllabus

• Training materials

Quarterly, if applicable;

custom courses will only be created as requested by stakeholders

If custom courses are not available to private school educators due to issues on the contractor’s part, the Department shall not pay any amount until the

6. Conference Reimbursements Provide up to $35,000 total per year in reimbursements, as needed, for pre-approved conference travel and registration expenses for school leaders and teachers.

• Detailed report to include educator’s name, employer, conference attended, list of detailed expenses

Quarterly, if applicable; if no conferences are requested for reimbursement, If reimbursements are not available to private school educators due to issues on the contractor’s part, the Department shall not pay

Department Contract No. 23-801, Attachment A, Page 4 of 4

(e.g., registration cost, hotel cost), and total reimbursement amount reimbursements will not be provided any amount until the opportunities become available.

7. Endorsement Course Reimbursement Provide up to $7,500 total per year in reimbursements, as needed, to teachers for college-level courses completed for endorsement purposes.

• Detailed report to include educator’s name, employer, course completed, institution attended, and reimbursement amount

Quarterly, if applicable; if no reimbursement requests are requested, reimbursement will not be provided

If reimbursements are not available to private school educators due to issues on the contractor’s part, the Department shall not pay any amount until the opportunities become available.

8. Program Evaluation Plan Contractor will design, deliver, and provide annual data analysis on learning impact to drive program improvements for subsequent years. Data sources may include, but are not limited to, participant learning, evaluation data, or other qualitative metrics.

• Evaluation data from courses completed

• Program evaluation report that highlights areas of strength and recommendations for programmatic improvements

Annually by March 31

If professional learning opportunities are not available to private school educators due to issues on the contractor’s part, the Department shall not pay any amount until the

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:

N/A

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:

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 $ .

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

. Financial Consequences

See Table in Section II, B.

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:

• N/A

PROCUREMENT CONTRACT – ATTACHMENT B

PAYMENT TERMS AND SCHEDULE

Form OGC-CM 03 Department Contract No. 23-801 Revised 11/15 Attachment B, Page 1 of 4

The Payment Terms and Schedule for the procurement contract awarded to Putnam County School District (North East Florida Educational Consortium) Contract Number 23-801 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: Six hundred thousand dollars ($600,000)

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.

PAYMENT TERMS AND SCHEDULE

Form OGC-CM 03 Department Contract No. 23-801 Revised 11/15 Attachment B, Page 2 of 4

Amount of payment:

Major Deliverable

Price

Projected

Date

Description of Deliverable(s):

Source Document

Page $4,800.00 4 weeks after contract execution and then annually by June 30

Deliverable 1. Program Scope and Sequence The contractor will provide a program scope and sequence that includes a schedule of professional learning activities, as outlined in Deliverable 3, available to non-profit private school educators as well as a plan for processing stipend payments and reimbursements (conferences and college endorsement classes).

Page 2 of Attachment A

$200,000.00 Quarterly on March 31, June 30, September 30, and December 31

Deliverable 2. Administrative Duties Plan and coordinate enrollment/registration for professional development as well as process stipend payments and conference and endorsement class reimbursements for up to 5,000 non-profit private school educators. Provide technical support to non-profit private school teachers, leaders, and FDOE as needed.

Communicate monthly via email with private school leaders and teachers regarding upcoming professional learning opportunities.

Page 3 of Attachment A

$85,000.00 Quarterly on March 31, June 30, September 30, and December 31

Deliverable 3. Access to Professional Learning Opportunities Provide quarterly access to at least four (4) virtual professional learning opportunities, and up to four (4) blended and/or face-to-face professional learning opportunities that address the topics outlined in Attachment A.

Page 3 of Attachment A

$150,000.00 As needed Deliverable 4. Stipend Payments to Educators Provide up to $50,000 total per year in participant stipends, as needed, upon successful completion of professional learning course(s); stipend amounts may vary depending on course.

Page 3 of Attachment A

$25,500.00 As needed Deliverable 5. Custom Courses Creation Create up to five (5) custom courses, as needed, based on non-profit private school needs. Professional learning opportunities may be virtual, blended learning, or face-to-face. Custom opportunities must meet the criteria outlined in Attachment A.

Page 3 of Attachment A

$105,000.00 As needed Deliverable 6. Conference Reimbursements Provide up to $35,000 total per year in reimbursements, as needed, for pre-approved conference travel and registration expenses for school leaders and teachers.

Page 4 of Attachment A

$22,500.00 As needed Deliverable 7. Endorsement Course Reimbursement Provide up to $7,500 total per year in reimbursements, as needed, to teachers for college-level courses completed for endorsement purposes.

Page 4 of Attachment A

$7,200.00 Annually by March 31

Deliverable 8. Program Evaluation Plan Contractor will design, deliver, and provide annual data

Page 4 of Attachment

PAYMENT TERMS AND SCHEDULE

Form OGC-CM 03 Department Contract No. 23-801 Revised 11/15 Attachment B, Page 3 of 4

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:

Amount Set Aside: $150,000 for stipend payments to educators Description of Activity: Provide up to $50,000 total per year in participant stipends, as needed, upon successful completion of professional learning course(s); stipend amounts may vary depending on course.

Criteria for Earning Portion of the Amount which is set aside: Educators must successfully complete professional learning course(s)

Amount Set Aside: $105,000 for conference reimbursements Description of Activity: Provide up to $35,000 total per year in reimbursements, as needed, for pre-approved conference travel and registration expenses for school leaders and teachers.

Criteria for Earning Portion of the Amount which is set aside: Educators must attend eligible conferences and submit required reimbursement documentation to the contractor.

Amount Set Aside: $22,500 for endorsement course reimbursement Description of Activity: Provide up to $7,500 total per year in reimbursements, as needed, to teachers for college-level courses completed for endorsement purposes.

Criteria for Earning Portion of the Amount which is set aside: Educators must earn college credits that will be used toward an academic endorsement.

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:

Dollar Amount: N/A

Per Time Unit: N/A

Type of Work or Professional Designation of a Worker: N/A

B. As needed, further description or explanation of the information prescribed in Section V.A, above, such as but not limited to conditions precedent to the commencement of work, payment caps by category, or conditions under which the time unit or dollar amount may be adjusted are as follows:

C. Each invoice which requests a payment based upon the system of rates:

- shall identify the pertinent dollar amount per time unit and the category of type of work, or professional designation of worker, in language which corresponds to subsection V.A, above;

- shall specify the totals of the time units and amount of payment sought for each category of type of worker and for each worker, and,

- shall be documented by time and performance records which are adequate for preaudit and postaudit.

analysis on learning impact to drive program improvements for subsequent years. Data sources may include, but are not limited to, participant learning, evaluation data, or other qualitative metrics.

A

PAYMENT TERMS AND SCHEDULE

Form OGC-CM 03 Department Contract No. 23-801 Revised 11/15 Attachment B, Page 4 of 4

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 «StateTermContractNo», as explained below: N/A

VII. Federal funds awarded through the Department by this Contract, if any:

$600,000 from Title II, Part A

ATTACHMENT C

STANDARD TERMS AND CONDITIONS

Form OGC-CM 04 Department Contract No. 23-801 Attachment C, Page 1 of 4 Last revised 4/7/2021

Contract No. 23-801

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. 23-801 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. 23-801 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 reviewing the reports of the Contractor to determine whether the objectives of the Contract are being accomplished;

C. Receiving and reviewing the invoices for payment of funds to assure that the requirements of the Contract have been met and that payment is appropriate;

D. Evaluating the process used by the Contractor to monitor the activities of any subcontractor or assignee; and E. Accessing, directly, the subcontractors and assignees, as the Contract Manager deems necessary.

XXII. This Contract may not be modified unless in writing signed by the Department and the Contractor.

XXIII. The Department and the Contractor waive application of the principle of contract construction that ambiguities are to be construed against a contract’s drafter, and agree that this Contract is their joint product.

XXIV. The Department and the Contractor acknowledge that they have had their respective attorneys review and approve this Contract or that they have had the opportunity to do so.

XXV. This Contract shall be governed by the laws of the State of Florida, and venue for purposes of any action brought to enforce or construe the Contract shall lie in Leon County, Florida.

XXVI. Failure of the Department to declare any default immediately upon the occurrence or knowledge thereof, or delay in taking any action in connection therewith, does not waive such default. The Department shall have the right to declare any such default at any time and take such action as might be lawful or authorized under the Contract, at law, or in equity. No Department waiver of any term, provision, condition or covenant of the Contract shall be deemed to imply or constitute a further Department waiver of any other term, provision, condition or covenant of the Contract, and no payment by the Department shall be deemed a waiver of any default under the Contract.

XXVII. Time is of the essence with regard to each and every obligation of the Contractor contained in the Contract. Each such obligation is deemed material, and a breach of any such obligation (including a breach resulting from the untimely performance thereof) shall constitute a material breach.

XXVIII. The Contractor shall indemnify and hold harmless the Department, its attorneys, agents and employees, from and against any and all third party claims, suits, debts, damages, and causes of action, whatsoever, whether arising in law or in equity, arising out of or relating to Contractor performance or failure to perform under this Contract. The indemnification shall include reasonable attorney fees and costs incurred by the Department, its attorneys, agents and employees, in the defense of any such claim, suits or causes of action, as aforesaid.

XXIX. This Contract may be cancelled by written agreement of the Department and the Contractor specifically referencing this Contract. Such agreement shall specify the remaining measures necessary to be taken by each party.

XXX. The Department reserves the right to cancel this contract without cause by giving the Contractor thirty (30) days written notice.

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XXXI. Should Contractor fail to perform to Contract terms and conditions, Contractor shall be notified in writing, stating the nature of the failure to perform and providing a time certain (which shall be not less than ten (10) days following receipt of such notice) for correcting the failure. Such failure to perform shall otherwise be dealt within accordance with Rule 60A-1.006, F.A.C.

XXXII. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in s.

287.017, F.S., for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.

XXXIII. The employment of unauthorized aliens by any contractor is considered a violation of Section 274A(e) of the Immigration and Nationality Act.