DRAFT_AGREEMENT_WITH_EXHIBITS.pdf

NOT FOR EXECUTION

Term Contract for Learning Management System Replacement

(RFP-604655-23/MHH)

TERM CONTRACT FOR LEARNING MANAGEMENT SYSTEM REPLACEMENT

(RFP – 604655-23/MHH)

THIS AGREEMENT is dated as of the _____ day of ___________ 20_____, by and between _________________________________________________________________, duly authorized to conduct business in the State of Florida, whose address is

____________________________________________________________________, in this

Agreement referred to as “CONTRACTOR”, and SEMINOLE COUNTY, a charter county and political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 E. 1st Street, Sanford, Florida 32771, in this Agreement referred to as “COUNTY”.

W I T N E S S E T H:

WHEREAS, COUNTY desires to retain the services of a competent and qualified contractor to provide a fully integrated learning management system for Seminole County; and

WHEREAS, COUNTY has requested and received expressions of interest for the retention of services of contractors; and

WHEREAS, CONTRACTOR is competent and qualified to provide services to

COUNTY, and desires to provide services according to the terms and conditions stated in this

Agreement, NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth in this Agreement, COUNTY and CONTRACTOR agree as follows:

Section 1. Services. COUNTY hereby retains CONTRACTOR to provide services as further described in the Scope of Services attached as Exhibit A and made a part of this Agreement.

CONTRACTOR is also bound by all requirements as contained in the solicitation package, all addenda to this package, and CONTRACTOR’s submission in response to this solicitation.

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Required services will be specifically enumerated, described, and depicted in the Purchase Orders authorizing purchase of specific services. This Agreement standing alone does not authorize the purchase of services or require COUNTY to place any orders for work.

Section 2. Term. This Agreement takes effect on the date of its execution by COUNTY and continues for a period of three (3) years. At the sole option of COUNTY, this Agreement may be renewed for two (2) successive periods not to exceed one (1) year each. Expiration of the term of this Agreement will have no effect upon Purchase Orders issued pursuant to this Agreement and prior to the expiration date. Obligations entered by both parties under such Purchase Orders will remain in effect until delivery and acceptance of the materials authorized by the respective

Purchase Order. The first three (3) months of the initial term are considered probationary. During the probationary period, COUNTY may immediately terminate this Agreement at any time, with or without cause, upon written notice to CONTRACTOR.

Section 3. Authorization for Services. Authorization for provision of services by

CONTRACTOR under this Agreement must be in the form of written Purchase Orders issued and executed by COUNTY. A sample Purchase Order is attached as Exhibit B. Each Purchase Order will describe the services required, state the dates for delivery of services, and establish the amount and method of payment. The Purchase Orders must be issued under and incorporate the terms of this Agreement. COUNTY makes no covenant or promise as to the number of available Purchase

Orders or that CONTRACTOR will perform any Purchase Order for COUNTY during the life of this Agreement. COUNTY reserves the right to contract with other parties for the services contemplated by this Agreement when it is determined by COUNTY to be in the best interest of

COUNTY to do so.

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Section 4. Time for Completion. The services to be provided by CONTRACTOR will be delivered, as specified in such Purchase Orders as may be issued under this Agreement, within the time specified in the Purchase Order.

Section 5. Compensation. COUNTY shall compensate CONTRACTOR for the services provided for under this Agreement on a Fixed Fee basis at the rates as outlined in Exhibit C. When a Purchase Order is issued on a Fixed Fee basis, then the applicable Purchase Order Fixed Fee amount will include any and all reimbursable expenses and will be based on the unit pricing attached to this Agreement, or as reduced in the quoting process leading to specific Purchase

Orders.

Section 6. Payment and Billing.

(a) CONTRACTOR shall supply all services required by the Purchase Order, but in no event will CONTRACTOR be paid more than the negotiated Fixed Fee amount stated within each

Purchase Order.

(b) For Purchase Orders issued on a Fixed Fee basis, CONTRACTOR may invoice the amount due based on the percentage of total Purchase Order services actually provided, but in no event may the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed.

(c) COUNTY shall make payments to CONTRACTOR when requested as services are provided, but not more than once monthly. Each Purchase Order will be invoiced separately. At the close of each calendar month, CONTRACTOR shall render to COUNTY an itemized invoice, properly dated, describing any services provided, the cost of the services provided, the name and address of CONTRACTOR, Purchase Order Number, Contract Number, and any other information required by this Agreement.

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(d) Submittal instructions for invoices are as follows:

(1) The original invoice must be emailed to:

AP@SeminoleClerk.org

(2) The original invoice may also be mailed or delivered to:

Director of County Comptroller’s Office Seminole County Board of County Commissioners P.O. Box 8080 Sanford, FL 32772-8080

(3) A copy of the invoice must be sent to:

Seminole County Human Resources 1101 E. 1st Street Sanford, FL 32771

(e) Upon review and approval of CONTRACTOR’s invoice, COUNTY shall pay

CONTRACTOR the approved amount in accordance with the terms as set forth in Chapter 218, Part VII, Florida Statutes.

Section 7. General Terms of Payment and Billing.

(a) Upon satisfactory delivery of services required under this Agreement and upon acceptance of the services by COUNTY, CONTRACTOR may invoice COUNTY for the full amount of compensation provided for under the terms of this Agreement less any amount already paid by COUNTY.

(b) COUNTY may perform or have performed an audit of the records of

CONTRACTOR at any time during the term of this Agreement and after final payment to support final payment under this Agreement. Audits may be performed at a time mutually agreeable to

CONTRACTOR and COUNTY. Total compensation to CONTRACTOR may be determined subsequent to an audit as provided for in this Section and the total compensation so determined will be used to calculate final payment to CONTRACTOR. Performance of this audit will not delay final payment as provided by subsection (a) of this Section.

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(c) CONTRACTOR shall maintain all books, documents, papers, accounting records, and other evidence pertaining to services provided under this Agreement in such a manner as will readily conform to the terms of this Agreement. CONTRACTOR shall make such materials available at CONTRACTOR’s office at all reasonable times during the term of this Agreement and for five (5) years from the date of final payment under the contract for audit or inspection as provided for in subsection (b) of this Section.

(d) In the event any audit or inspection conducted after final payment but within the period provided in paragraph (c) of this Section reveals any overpayment by COUNTY under the terms of the Agreement, CONTRACTOR shall refund such overpayment to COUNTY within thirty (30) days of notice by COUNTY.

Section 8. No Waiver by Forbearance. COUNTY’s review of, approval and acceptance of, or payment for the materials or services required under this Agreement does not operate as a waiver of any rights under this Agreement, or of any cause of action arising out of the performance of this

Agreement. CONTRACTOR is and will always remain liable to COUNTY in accordance with applicable law for any and all damages to COUNTY caused by CONTRACTOR’s negligent or wrongful provision of any of the materials or services provided under this Agreement.

Section 9. Termination.

(a) COUNTY may, by written notice to CONTRACTOR, terminate this Agreement or any Purchase Order issued under this Agreement, in whole or in part, at any time, either for

COUNTY’s convenience or because of the failure of CONTRACTOR to fulfill its obligations under this Agreement. Upon receipt of such notice, CONTRACTOR shall immediately discontinue all services affected, unless the notice directs otherwise, and deliver to COUNTY all data, drawings, specifications, reports, estimates, summaries, and any and all such other

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information and materials of whatever type or nature as may have been accumulated by

CONTRACTOR in performing this Agreement, whether completed or in process.

(b) If the termination is for the convenience of COUNTY, CONTRACTOR will be paid compensation for services performed to the date of termination.

(c) If the termination is due to the failure of CONTRACTOR to fulfill its obligations under this Agreement, COUNTY may take over the work and carry it to completion by other agreements or otherwise. In such case, CONTRACTOR will be liable to COUNTY for all reasonable additional costs associated with CONTRACTOR’s failure to fulfill its obligations under this Agreement.

(d) CONTRACTOR will not be liable for such additional costs if the failure to perform the Agreement arises without any fault or negligence of CONTRACTOR, but CONTRACTOR will be responsible and liable for the actions by its subcontractors, agents, employees, persons, and entities of a similar type or nature. Matters beyond the fault or negligence of CONTRACTOR include acts of God or of the public enemy, acts of COUNTY in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without any fault or negligence of CONTRACTOR.

(e) If after notice of termination for CONTRACTOR’s failure to fulfill its obligations under this Agreement it is determined that CONTRACTOR had not so failed, the termination will be conclusively deemed to have been effected for the convenience of COUNTY. In such event, adjustment in the Agreement price will be made as provided in subsection (b) of this Section.

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(f) The rights and remedies of COUNTY provided for in this Section are in addition and supplemental to any and all other rights and remedies provided by law or under this

Agreement.

Section 10. Conflict with Contract Documents. Wherever the terms of this Agreement conflict with any Purchase Order issued pursuant to it or any other contract documents, including proposals submitted by CONTRACTOR, this Agreement will prevail. For the avoidance of doubt, proposals and any other documents submitted by CONTRACTOR are not incorporated into this

Agreement, unless expressly stated otherwise.

Section 11. Equal Opportunity Employment. CONTRACTOR shall not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, disability, or national origin. CONTRACTOR shall take steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, disability, or national origin. This provision includes, but is not limited to the following: employment, upgrading, demotion or transfer, recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training including apprenticeship.

Section 12. No Contingent Fees. CONTRACTOR warrants that it has not employed or retained any company or person other than a bona fide employee working solely for

CONTRACTOR to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from award or making of this Agreement. For the breach or violation of this provision, COUNTY will have the right to terminate the Agreement at its sole discretion without liability and

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to deduct from the Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift, or consideration.

Section 13. Conflict of Interest.

(a) CONTRACTOR shall not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with COUNTY or violate or cause others to violate the provisions of Chapter 112, Part III, Florida Statutes, relating to ethics in government.

(b) CONTRACTOR hereby certifies that no officer, agent, or employee of COUNTY has any material interest (as defined in Section 112.312(15), Florida Statutes, as over 5%), either directly or indirectly, in the business of CONTRACTOR to be conducted under this Agreement and that no such person will have any such interest at any time during the term of this Agreement.

Section 14. Assignment. Neither this Agreement nor any interest in it may be assigned, transferred, or otherwise encumbered under any circumstances by either party without prior written consent of the other party and in such cases only by a document of equal dignity with this

Agreement.

Section 15. Subcontractors. CONTRACTOR shall first secure the prior written approval of COUNTY before engaging or contracting for the services of any subcontractors under this

Agreement. CONTRACTOR will remain fully responsible to COUNTY for the services of any subcontractors under this Agreement.

Section 16. Indemnification of COUNTY. To the fullest extent permitted by law, CONTRACTOR shall hold harmless, release, and indemnify COUNTY, its commissioners, officers, employees, and agents from any and all claims, losses, damages, costs, attorney fees, and lawsuits for damages arising from, allegedly arising from, or related to CONTRACTOR’s

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provision of materials or services under this Agreement caused by CONTRACTOR’s act or omission in the performance of this Agreement.

Section 17. Insurance.

(a) General. CONTRACTOR shall procure and maintain insurance required under this

Section at CONTRACTOR’s own cost.

(1) CONTRACTOR shall provide COUNTY with a Certificate of Insurance on a current ACORD Form signed by an authorized representative of the insurer evidencing the insurance required by this Section (Professional Liability, Workers’ Compensation/Employer’s

Liability, Commercial General Liability, and Business Auto). The Certificate must have the

Agreement number for this Agreement clearly marked on its face. COUNTY, its officials, officers, and employees must be named additional insureds under the Commercial General

Liability, Umbrella Liability and Business Auto policies. If the policy provides for a blanket additional insured coverage, CONTRACTOR shall provide a copy of the section of the policy along with the Certificate of Insurance. If the coverage does not exist, the policy must be endorsed to include the named additional insureds as described in this subsection. The Certificate of

Insurance must provide that COUNTY will be provided, by policy endorsement, not less than thirty (30) days written notice prior to the cancellation or non-renewal, or by a method acceptable to COUNTY. Until such time as the insurance is no longer required to be maintained by

CONTRACTOR, CONTRACTOR shall provide COUNTY with a renewal or replacement

Certificate of Insurance before expiration or replacement of the insurance for which a previous

Certificate of Insurance has been provided.

(2) In addition to providing the Certificate of Insurance on a current ACORD

Form, upon request as required by COUNTY, CONTRACTOR shall provide COUNTY with a

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certified copy of each of the policies of insurance providing the coverage required by this Section within thirty (30) days after receipt of the request. Certified copies of policies may only be provided by the insurer, not the agent or broker.

(3) Neither approval by COUNTY nor failure to disapprove the insurance provided by CONTRACTOR will relieve CONTRACTOR of its full responsibility for performance of any obligation, including its indemnification of COUNTY, under this Agreement.

(b) Insurance Company Requirements. Insurance companies providing the insurance under this Agreement must meet the following requirements:

(1) Companies issuing policies must be authorized to conduct business in the

State of Florida and prove such authorization by maintaining Certificates of Authority or Letters of Eligibility issued to the companies by the Florida Office of Insurance Regulation. Alternatively, policies required by this Agreement for Workers’ Compensation/Employer’s Liability, may be those authorized as a group self-insurer by Section 624.4621, Florida Statutes.

(2) In addition, such companies must have and maintain, at a minimum, a Best’s

Rating of “A-” and a minimum Financial Size Category of “VII” according to A.M. Best Company.

(3) If, during the period that an insurance company is providing the insurance coverage required by this Agreement, an insurance company (i) loses its Certificate of Authority, or (ii) fails to maintain the requisite Best’s Rating and Financial Size Category, the

CONTRACTOR shall immediately notify COUNTY as soon as CONTRACTOR has knowledge of any such circumstance and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this

Agreement. Until such time as CONTRACTOR has replaced the unacceptable insurer with an

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insurer acceptable to COUNTY, CONTRACTOR will be deemed to be in default of this

Agreement.

(c) Specifications. Without limiting any of the other obligations or liability of

CONTRACTOR, CONTRACTOR shall procure, maintain, and keep in force amounts and types of insurance conforming to the minimum requirements set forth in this subsection, at

CONTRACTOR’s sole expense. Except as otherwise specified in this Agreement, the insurance will become effective upon execution of this Agreement by CONTRACTOR and must be maintained in force until the expiration of this Agreement’s term or the expiration of all Orders issued under this Agreement, whichever comes last. Failure by CONTRACTOR to maintain this required insurance coverage within the stated period will constitute a material breach of this

Agreement, for which COUNTY may immediately terminate this Agreement. The amounts and types of insurance must conform to the following minimum requirements:

(1) Workers’ Compensation/Employer’s Liability.

(A) CONTRACTOR’s insurance must cover it for liability that would be covered by the latest edition of the standard Workers’ Compensation policy as filed for use in

Florida by the National Council on Compensation Insurance without restrictive endorsements.

CONTRACTOR is also responsible for procuring proper proof of coverage from its subcontractors of every tier for liability that is a result of a Workers’ Compensation injury to the subcontractor’s employees. The minimum required limits to be provided by both CONTRACTOR and its subcontractors are outlined in subsection (C) below. In addition to coverage for the Florida

Workers’ Compensation Act, where appropriate, coverage must be included for the United States

Longshoremen and Harbor Worker’s Compensation Act, Federal Employee’s Liability Act, and any other applicable Federal or State law.

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(B) Subject to the restrictions of coverage found in the standard

Workers’ Compensation policy, there will be no maximum limit on the amount of coverage for liability imposed by the Florida Workers’ Compensation Act, the United States Longshoremen’s and Harbor Worker’s Compensation Act, or any other coverage customarily insured under Part

One of the standard Workers’ Compensation policy.

(C) The minimum amount of coverage under Part Two of the standard

Workers’ Compensation policy is required to be the following:

$500,000.00 (Each Accident) $500,000.00 (Disease-Policy Limit) $500,000.00 (Disease-Each Employee)

(2) Commercial General Liability.

(A) CONTRACTOR’s insurance must cover it for those sources of liability that would be covered by the latest edition of the standard Commercial General Liability

Coverage Form (ISO Form CG 00 01), as filed for use in the State of Florida by the Insurance

Services Office. Coverage must not contain any endorsements excluding or limiting

Products/Completed Operations, Contractual Liability, or Separation of Insureds.

(B) CONTRACTOR shall maintain these minimum insurance limits:

General Aggregate $2,000,000.00 Personal & Advertising $1,000,000.00 Injury Limit Each Occurrence Limit $1,000,000.00 Products and Completed $2,000,000.00 Operations

(3) Professional Liability Insurance. CONTRACTOR shall carry Professional

Liability Insurance with limits of not less than One Million and No/100 Dollars ($1,000,000.00).

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Cyber Liability/Technology $2,000,000.00 Errors and Omissions (Per Occurrence or Claim)

(4) Business Auto Policy.

(A) CONTRACTOR’s insurance must cover CONTRACTOR for those sources of liability which would be covered by Section II of the latest edition of the standard

Business Auto Policy (ISO Form CA 00 01), as filed for use in the State of Florida by the

Insurance Services Office. Coverage must include owned, non-owned, and hired autos or any auto used by CONTRACTOR. In the event CONTRACTOR does not own automobiles, CONTRACTOR shall maintain coverage for hired and non-owned auto liability for autos used by

CONTRACTOR, which may be satisfied by way of endorsement to the Commercial General

Liability policy or separate Business Auto Liability policy. If the contract involves operations governed by Sections 29 or 30 of the Motor Carrier Act of 1980, endorsement MCS-90 is required.

(B) The minimum limits to be maintained by CONTRACTOR must be per-accident combined single limit for bodily injury liability and property damage liability.

(C) The minimum amount of coverage under the Business Auto Policy is required to be the following:

Combined Single Limit $1,000,000.00 (Any Auto or Owned, Hired, And Non-Owned Autos)

(d) Coverage. The insurance provided by CONTRACTOR pursuant to this Agreement must apply on a primary and non-contributory basis, and any other insurance or self-insurance maintained by COUNTY or COUNTY’s officials, officers, or employees must be in excess of and not contributing to the insurance provided by or on behalf of CONTRACTOR.

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(e) Occurrence Basis. The Workers’ Compensation policy, the Commercial General

Liability, and the Umbrella policy required by this Agreement must be provided on an occurrence rather than a claims-made basis. The Professional Liability insurance policy may be on an occurrence basis or claims-made basis. In the event that the Professional Liability insurance required by this Agreement is written on a claims-made basis, CONTRACTOR warrants that any retroactive date under the policy will precede the effective date of this Agreement and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of three (3) years beginning at the time work under this Agreement is completed.

(f) Obligations. Compliance with the foregoing insurance requirements will not relieve CONTRACTOR, its employees, or its agents of liability from any obligation under this

Section or any other Section of this Agreement.

Section 18. Dispute Resolution.

(a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties shall exhaust COUNTY administrative dispute resolution procedures prior to filing a lawsuit or otherwise pursuing legal remedies. COUNTY administrative dispute resolution procedures for proper invoice and payment disputes are set forth in Section

22.15, “Prompt Payment Procedures,” Seminole County Administrative Code. COUNTY administrative dispute resolution procedures for contract claims related to this Agreement, other than for proper invoice and payment disputes, are set forth in Section 3.5541, “Contract Claims,”

Seminole County Administrative Code.

(b) In any lawsuit or legal proceeding arising under this Agreement, CONTRACTOR hereby waives any claim or defense based on facts or evidentiary materials that were not presented for consideration in COUNTY administrative dispute resolution procedures set forth in subsection

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(a) above of which CONTRACTOR had knowledge and failed to present during COUNTY administrative dispute resolution procedures.

(c) In the event that COUNTY administrative dispute resolution procedures are exhausted and a lawsuit or legal proceeding is filed, the parties shall exercise best efforts to resolve disputes through voluntary mediation and to select a mutually acceptable mediator. The parties participating in the voluntary mediation shall share the costs of mediation equally.

Section 19. Representatives of COUNTY and CONTRACTOR.

(a) It is recognized that questions in the day to day conduct of performance pursuant to this Agreement may arise. Upon request by CONTRACTOR, COUNTY shall designate and advise CONTRACTOR in writing of one or more of its employees to whom to address all communications pertaining to the day to day conduct of this Agreement. The designated representative will have the authority to transmit instructions, receive information, and interpret and define COUNTY’s policy and decisions pertinent to the work covered by this Agreement.

(b) At all times during the normal work week, CONTRACTOR shall designate or appoint one or more representatives who are authorized to act on behalf of CONTRACTOR and bind CONTRACTOR regarding all matters involving the conduct of the performance pursuant to this Agreement, and who will keep COUNTY continually and effectively advised of such designation.

Section 20. All Prior Agreements Superseded. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained in this Agreement and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained or referred to in this document. Accordingly, it is agreed that no deviation from

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the terms of this Agreement may be predicated upon any prior representations or agreements, whether oral or written.

Section 21. Modifications, Amendments, or Alterations. No modification, amendment, or alteration in the terms or conditions contained in this Agreement will be effective unless contained in a written amendment executed with the same formality and of equal dignity with this

Agreement.

Section 22. Independent Contractor. Nothing in this Agreement is intended or may be construed as in any manner creating or establishing a relationship of co-partners between the parties, or as constituting CONTRACTOR (including its officers, employees, and agents) as an agent, representative, or employee of COUNTY for any purpose or in any manner whatsoever.

CONTRACTOR is and will remain forever an independent contractor with respect to all services performed under this Agreement.

Section 23. Employee Status. Persons employed by CONTRACTOR in the performance of services and functions pursuant to this Agreement have no claim to pension, workers’ compensation, unemployment compensation, civil service, or other employee rights or privileges granted to COUNTY’s officers and employees, either by operation of law or by COUNTY.

Section 24. Services Not Provided For. No claim for services provided by

CONTRACTOR not specifically provided for in this Agreement will be honored by COUNTY.

Section 25. Public Records Law.

(a) CONTRACTOR acknowledges COUNTY’s obligations under Article 1, Section

24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members of the public upon request. CONTRACTOR acknowledges that COUNTY is required to comply with Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling

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of the materials created under this Agreement and this statute controls over the terms of this

Agreement. Upon COUNTY’s request, CONTRACTOR shall provide COUNTY with all requested public records in CONTRACTOR’s possession, or shall allow COUNTY to inspect or copy the requested records within a reasonable time and at a cost that does not exceed costs as provided under Chapter 119, Florida Statutes.

(b) CONTRACTOR specifically acknowledges its obligations to comply with Section

119.0701, Florida Statutes, with regard to public records and shall perform the following:

(1) CONTRACTOR shall keep and maintain public records that ordinarily and necessarily would be required by COUNTY in order to perform the services required under this

Agreement.

(2) CONTRACTOR shall provide COUNTY with access to public records on the same terms and conditions that COUNTY would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

(3) CONTRACTOR shall ensure public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law.

(c) Upon termination of this Agreement, CONTRACTOR shall transfer, at no cost to

COUNTY, all public records in possession of CONTRACTOR, or keep and maintain public records required by COUNTY under this Agreement. If CONTRACTOR transfers all public records to COUNTY upon completion of this Agreement, CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONTRACTOR keeps and maintains the public records upon completion of this

Agreement, CONTRACTOR shall meet all applicable requirements for retaining public records.

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All records stored electronically must be provided to COUNTY, upon request of COUNTY, in a format that is compatible with the information technology systems of COUNTY.

(d) Failure to comply with this Section will be deemed a material breach of this

Agreement for which COUNTY may terminate this Agreement immediately upon written notice to CONTRACTOR. CONTRACTOR may also be subject to statutory penalties as set forth in

Section 119.10, Florida Statutes.

(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

CONTRACTOR’s DUTY TO PROVIDE PUBLIC RECORDS RELATING

TO THIS CONTRACT, CONTRACTOR MAY CONTACT THE

CUSTODIAN OF PUBLIC RECORDS, THE SEMINOLE COUNTY

PURCHASING AND CONTRACTS MANAGER, AT 407-665-7116,

PURCH@SEMINOLECOUNTYFL.GOV, PURCHASING AND

CONTRACTS DIVISION, 1301 E. SECOND STREET, SANFORD, FL 32771.

Section 26. Governing Law, Jurisdiction, and Venue. The laws of the State of Florida govern the validity, enforcement, and interpretation of this Agreement. The sole jurisdiction and venue for any legal action in connection with this Agreement will be in the courts of Seminole

County, Florida.

Section 27. Compliance with Laws and Regulations. In providing all services pursuant to this Agreement, CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations pertaining to or regulating the provision of such services, including those now in effect and subsequently adopted. Any violation of these statutes, ordinances, rules, or regulations will

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constitute a material breach of this Agreement and will entitle COUNTY to terminate this

Agreement immediately upon delivery of written notice of termination to CONTRACTOR.

Section 28. Patents and Royalties. Unless otherwise provided, CONTRACTOR is solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. CONTRACTOR, without exception, shall indemnify and save harmless

COUNTY and its employees from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or supplied by CONTRACTOR. In the event of any claim against COUNTY of copyright or patent infringement, COUNTY shall promptly provide written notification to

CONTRACTOR. If such a claim is made, CONTRACTOR shall use its best efforts to promptly purchase for COUNTY the legitimate version of any infringing products or services or procure a license from the patent or copyright holder at no cost to COUNTY that will allow continued use of the service or product. If none of these alternatives are reasonably available, COUNTY shall return the article on request to CONTRACTOR and receive reimbursement, if any, as may be determined by a court of competent jurisdiction.

Section 29. Notices. Whenever either party desires to give notice to the other, it must be given by written notice, sent by registered or certified United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified. The place for giving of notice will remain such until it has been changed by written notice in compliance with the provisions of this Section. For the present, the parties designate the following as the respective places for giving of notice:

For COUNTY:

Seminole County Human Resources 1101 E. 1st Street Sanford, FL 32771

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With a copy to:

Seminole County Purchasing & Contracts Division 1301 E. Second Street Sanford, FL 32771

For CONTRACTOR:

Section 30. Rights At Law Retained. The rights and remedies of COUNTY provided for under this Agreement are in addition and supplemental to any other rights and remedies provided by law.

Section 31. Headings and Captions. All headings and captions contained in this

Agreement are provided for convenience only, do not constitute a part of this Agreement, and may not be used to define, describe, interpret or construe any provision of this Agreement.

Section 32. E-Verify System Registration.

(a) CONTRACTOR must register with and use the E-Verify system to verify the work authorization status of all new employees prior to entering into this Agreement with COUNTY. If

COUNTY provides written approval to CONTRACTOR for engaging with or contracting for the services of any subcontractors under this Agreement, CONTRACTOR must require certification from the subcontractor that at the time of certification, the subcontractor does not employ, contract, or subcontract with an unauthorized alien. CONTRACTOR must maintain a copy of the foregoing certification from the subcontractor for the duration of the agreement with the subcontractor.

(b) If COUNTY has a good faith belief that CONTRACTOR has knowingly violated this Section, COUNTY shall terminate this Agreement. If COUNTY terminates this Agreement with CONTRACTOR, CONTRACTOR may not be awarded a public contract for at least one (1) year after the date on which this Agreement is terminated. If COUNTY has a good faith belief

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that a subcontractor knowingly violated this Section, but CONTRACTOR otherwise complied with this Section, COUNTY must promptly notify CONTRACTOR and order CONTRACTOR to immediately terminate its agreement with the subcontractor.

(c) CONTRACTOR shall execute and return the Affidavit of E-Verify Requirements

Compliance, attached to this Agreement as Exhibit D, to COUNTY.

Section 33. The Confidential Information and Data Processing Addendum, attached to this Agreement as Exhibit E, applies to this Agreement.

IN WITNESS WHEREOF, the parties have made and executed this Agreement for the purposes stated above.

By:

Witness , President Print Name

Date:

Witness

Print Name

[The balance of this page is left intentionally blank.]

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SEMINOLE COUNTY, FLORIDA

By:

Witness TAMMY ROBERTS, Procurement Administrator Print Name Date:

Witness

Print Name

For the use and reliance of Within the authority delegated by the County Seminole County only. Manager pursuant to Section 3.554, Seminole County Administrative Code.

Approved as to form and legal sufficiency.

County Attorney

10/23/2023 T:\Users\Legal Secretary CSB\Purchasing 2023\RFP-604654 (Learning Management System Replacement).docx

Attachments:

Exhibit A - Scope of Services Exhibit B - Sample Purchase Order Exhibit C - Contract Pricing Exhibit D - Affidavit of E-Verify Requirements Compliance Exhibit E – Confidential Information and Data Processing Addendum

2. Scope of Services

2.1. Current Application Environment

Percipio will need to have a data pull done to pull existing content from the old solution. Once Percipio is replaced, the new system must interface with JDEdwards, the County's ERP system, via one-way communication: the new system will receive data from JDEdwards, but it will not return any data back to JDEdwards (in the same way that the current system operates).

2.2. Proposed Future System Interfaces

The following table contains a listing of current and/or desired application interfaces and their likely need in a future learning management system environment. Existing County shadow systems that will likely be replaced are not included as they are assumed to be included in an integrated learning management system solution.

Source Application

Direction of Data Flow

Target Application

Development Services System Module

Data Included in Interface

Exists in Current Environment

Core / Optional

JDE

Information Out

New Solution

A. First Name B. Last Name C. Job Title D. Supervisor E. Division F. Department G. Email address H. Hire date

JDE Core

2.3. Current Technical Environment

As part of the proposal process, Vendors will be required to submit responses to both functional and technical requirements. Attach responses in a separate document using the same numbering/lettering sequence.

2.4. Expected Scope of System Solution

The County requires respondents to propose a fully integrated learning management system vendor-hosted/cloud solution, including software, hardware specifications, implementation and project management, and other technology services for the entire scope of the project that may or may not include components owned by the vendor. The County recognizes that this project will have a significant impact on their staff and is looking to minimize that impact as much possible. To the extent vendor is able, the County is looking for the vendor to conduct a thorough business analysis at the start of each module and to provide the County with a pre-configured system using its best practices

RFP-604655-23/MHH EXHIBIT "A"

and experience as a model. The County expects to review and test this pre-configured system, requesting minimal changes, as required.

2.5. Software Scope/Functional Requirements

The functional requirements are divided into two tables below. The first table, Table 1, contains all of the required Functional Requirements, outlining everything that the new software will be required to do. The second table, Table 2, contains all of the optional Functional Requirements, outlining items for which the County would like the software to have, but they are not required. However, these items would be ideal if provided. None of the items listed under the ‘Preferred Trainings Available’ section in Table 2 are required items, but they are ranked in preference and prioritized between 1, 2, and 3. 1 represents the greatest preference, 2 as medium preference, and 3 denotes regular preference.

Ideally, the awarded vendor would be fulfilling as many of the items as possible, though not required.

Table 1 - Required Functional Requirements Details Preferences

Integration with JDE This will be a 1-way communication from JDE to the LMS; First Name, Last Name, Job Title, Supervisor, Division, Department, email address, hire date

Must Have

Single Sign on Must Have Tracking CEU's (Continuing Education Units) Availability to track CEU's

(Continuing Education Units) when applicable

Must Have

Gain CEU's Availability to gain CEU’s when applicable.

Must Have

Rubric/assignment/class creation The ability to create a 'class' with a rubric that allows an employee to learn on the job tasks when courses are not available

Must Have

Refresher training The ability of the system to automatically enroll employees in trainings that need to be completed or refreshed at regular intervals

Must Have

Easily customizable training The ability to record separate trainings and upload them to the system for viewing (i.e. P- Card Training); custom content creation and upload multiple file types outside of the need for third party software

Must Have

Compliance training Content library; the content is short, quick, bursts of learning. Current and updated required/compliance content

Must Have

Notifications/Acknowledgements Ability to push out information (i.e. updated policies/procedures, emergency information) to members and show who has read it/checked the acknowledgement check box at the end

Must Have

Alert emails when employee training is due or required

Reminder emails of courses that need to be completed and courses that need to be registered for or refreshed.

Must Have

Knowledge Check/Test Quiz/Survey Brief PPT followed by a quick quiz to double check knowledge retention.

Platform has the ability create KC, quiz, surveys within the system and is connected to web-based content, learning programs, and County-specific training that is uploaded to the system.

This should be able to be applied to some but not necessarily all

Must Have

Training catalog and dispersion of training information to county employees and making sure it's available to all employees.

General availability of general catalog Must Have

Employee can sign themselves up for classes Must Have Employee can cancel their own classes if available

Must Have

Supervisor can sign employee up for classes Must Have Supervisor can cancel employee classes Must Have Licensing Ensure that there are enough licenses to cover all BOCC employees (~1,000, excluding Fire)

Must Have

System ease of use LMS should provide a modern, user-friendly interface; System sent emails should not look like spam;

Must Have

Training time analytics/metrics/reporting How many active programs are running; who's taking content;

who's completed, passed, failed, not completed training;

time to take training; track not started; track overdue; which trainings aren't being taken

Must Have

Division reporting on courses registered for and taken

Reporting for County/Division/HR on trainings employees have taken

Must Have

Division reporting on courses passed/failed Reporting for County/Division/HR on trainings passed/failed

Must Have

Ability to create ad hoc training reports Must Have Training made available 24/7 Availability for training outside normal business hours, training available outside 8-5 (intended for those whose shifts are outside of normal hours or through the training and development time code at manager discretion)

Must Have

Table 2 - Optional Functional Requirements Details Preferences

Job shadowing log/Ability to track on the job trainings

Ability to track on the job trainings Could Have

Monthly micro trainings If/when applicable, the ability of employees to take trainings that don't require them to sit for long periods for trainings. One of the most frequent comments is that many people feel that they don't have time for long trainings due to staffing or scheduling issues.

Could Have

Legal coverage If applicable, are there legal updates that county employees need to be notified of?

(Similar to Notifications/Acknowledgments)

Could Have

Reminder emails of nonrequired training options

Reminder emails of nonrequired training options available (one per month or quarter)

Could Have

Emails notifying supervisor/HR of trainings for employees (pass/fail, completed/incomplete, etc.)

Reminder emails of courses that need to be completed and courses that need to be registered for or refreshed.

Could Have

Emails notifying supervisor/HR of trainings for employees (enrolled, cancelled, dropped training)

Emails for supervisors and HR for enrolled, cancelled, dropped training of employee courses or training course notifications that employees will be attending

Could Have

Opportunity to enroll in external/in person trainings not offered by through LMS library

Specifically for NIMS/FEMA training but could be applied to other external trainings such as a CDL course. This should also help eliminate the need to use external sites like Eventbrite to register for courses held outside of the LMS (registration feature) (see requirement 6)

Could Have

System recommends learning based on previous trainings

System recommends learning based on previous trainings

Could Have

Training based on Job Title Reliant on the JDE interface/maintenance of the job title (see requirement 1)

Could Have

Preferred Trainings Available: The trainings listed below are preferred, though not required. Any of the trainings below that are not offered by the vendor will not be considered a disqualifying item.

Accident Prevention 1 Active Shooter 1 Asbestos Abatement 1

ATV/UTV 1

Bloodborne Pathogens 1 Building Specific 1 Compressed Gas 1 Confined Space 1 Control of Hazardous Material 1 Cyber Security 1 Defensive Driving 1 Diseases 1 Driving and Vehicle Safety 1 Fall Protection 1 Hazardous Communications 1 Hazardous Waste 1 Laboratory Safety 1 Ladder Safety 1 Machine Guarding/Woodworking Equipment 1

MOT 1

MS Office 1 Office Safety 1

OSHA 1

Overheating 1 Permit 1 Power Tools 1

PPE 1

Respiratory Protection 1 Seasonal Workplace Safety 1 Servicing Multi-Piece For multi-piece rim wheels (as opposed to single-piece)

Toxic Exposure 1 Violence in Workplace 1 Welding, Cutting, Brazing 1 Wellness 1 Workplace Safety 1

Chain Saw Not necessary as the FD offers this in person 2 Crane, Derrick, and Hoist Safety We can find other avenues to offer this, again, probably better in person

DOT Drug and Alcohol 2 Drug Free Workplace It will be difficult to find a Florida DFWP training, we could upload our own

Electrical Safety 2 Emergency Action/Fire Prevention Fire department can offer this in person 2 Explosive or Blast Agents Fire may be able to assist in providing training we create and upload

Fire Extinguisher Fire may be able to assist in providing training we create and upload

First Aid Fire may be able to assist in providing training we create and upload

Forklift This should be in person 2 Inspector Training This may be very niche, we can create our own and upload

Pesticide This is broad, and they may not have Florida rules/regs, we can create and upload our own

Scaffold User Safety 2 Animal - Aggressive 2 Animal Handling 2 CDL Training for getting CDL & training for people with A CDL

Construction Site Inspector 2 Construction Site Safety 2 Email Training 2 Emergency Management This is not a make or break, but we aren't sure if another FEMA authorized training exists

Environmental 2

FDOT 2

Hazards 2 Hazmat 2 Hazwoper 2 Hearing Protection 2 Laser Safety 2 Legal 2 Office/ Ergonomics 2 Rim Wheels Single and/or multipiece 2 Shared Drive Training 2 SharePoint Training 2 Vehicle safety 2 Water Safety 2 CPR Fire department can offer this in person 3 Dog, Bite, and Insect Training 3 Safety Orientation for New Hires Wouldn't this be us providing and uploading? Or does anyone provide a generic version that we can supplement?

Trenching Should be in person 3 Winch Should be in person 3

Workplace Accident Reporting Won't we have to create and upload, it would not be pre-loaded

Communication Added by non-safety survey; likely covered by LinkedIn Learning

Conflict Resolution Added by non-safety survey; likely covered by LinkedIn Learning. Confined space should be an in person training

Critical Thinking Added by non-safety survey; likely covered by LinkedIn Learning

Goal Setting Added by non-safety survey; likely covered by LinkedIn Learning

Group Dynamics/Teamwork Added by non-safety survey; likely covered by LinkedIn Learning

Leadership Development Added by non-safety survey; likely covered by LinkedIn Learning

Mentorship Added by non-safety survey; likely covered by LinkedIn Learning

Navigating Change in the Workplace

Added by non-safety survey; likely covered by LinkedIn Learning

Stress Reduction/Wellness Added by non-safety survey; likely covered by LinkedIn Learning

Time Management Added by non-safety survey; likely covered by LinkedIn Learning

Trips/Falls 3 Using Data to Drive Decision Making

2.6. Technical Requirements for On-Premises Infrastructure

Below are the Seminole County infrastructure requirements if proposing an on-premises solution. If any questions regarding our infrastructure requirements, please label them as such at the end of the document.

Continuity of Operations A. Current Seminole County System Architecture:

1. Operating System:

a. Windows 10 Enterprise

b. Windows Server 2019

2. Database:

a. MS SQL Server 2016

3. Minimum System Requirements:

a. Windows Server 2016

b. SQL Server 2016

B. For on premises solution, provide illustrations of the proposed platform with detailed information regarding hardware and software requirements. Include any onsite Configuration changes that would be essential for a successful implementation.

Security/Confidentiality A. The solution shall create audit trails for all user actions that are performed. The following information must be recorded in the audit log:

1. User ID

2. Date and time of action

3. Field name

4. Before value

5. After value

B. The solution shall use SSL/TLS certificates to encrypt data transit.

C. The solution shall encrypt the data at rest.

2.7. Maintenance and Support

General Support

A. Describe the maintenance processes that will be required for the proposed solution.

B. Describe the maintenance details the vendor will provide and is responsible for and what Seminole County will be responsible for.

C. Provide Service-Level Agreement (SLA)…