Sample_continuing_services_agreement.pdf

Last updated: 10/5/23 Page 1 of 9

Continuing Services Agreement for Title of Solicitation

This agreement (hereinafter referred to as the “Agreement” or “Contract”) is made between The District Board of Trustees of Valencia College, Florida, a political subdivision of the state of Florida (hereinafter referred to as “Valencia” or “College”) and Vendor, located at Address (hereinafter referred to as the “Firm”), (hereinafter collectively referred to as the “Parties”).

WHEREAS, Valencia issued a Solicitation Type (hereinafter referred to as the “(Solicitation Number)” and Firm was selected as the most qualified, and;

WHEREAS, Valencia wishes to contract with Firm to provide Description of Services, (hereinafter referred to as the “Services” or “Project”) for the College, and;

WHEREAS, Valencia and Firm have caused to be made a part hereto, the following documents, which shall take precedence in the order listed:

• This Agreement

• Exhibit A: Valencia Solicitation Number

• Exhibit B: Firm’s response to (Solicitation Number) dated Date.

• Addendum for Federally Funded Agreements

THEREFORE, the Parties hereto intending to be bound hereby agree as follows:

1. SCOPE OF WORK

Firm will provide Services on an as needed basis, per the Scope of Work in Solicitation Solicitation #, attached as Attachment A. Firm warrants that it has, and agrees to perform all services with, the professional skills, expertise, and abilities necessary to effectuate the work contemplated by this Agreement, and will perform its obligations under this Agreement in a manner consistent with other firms performing similar services in Firm’s industry at the highest level. Should Valencia wish to engage Firm to provide any services not listed below, a detailed, written addendum to this Agreement shall be executed describing the additional services and any additional protections or conditions applicable.

[insert detailed description of work]

2. CONTRACT TERM

This Agreement shall commence effective Date and shall extend for a period of (Term) year(s) from that date. This Agreement may, by mutual assent of the parties, be extended for (Number of Renewals) additional (1) year periods or portions thereof, up to a cumulative total of five

(5) years.

3. PRICING

Pricing applicable to this Agreement is provided in Attachment B, attached hereto, which is fully incorporated by reference as if fully set forth herein. Pricing for work performed that is not covered by this agreement shall be negotiated by the parties and agreed to in writing prior to the start of the work. In no instance shall the Firm perform work for Valencia without the parties’ prior written agreement regarding price and in no instance shall Firm be pre-paid for any work pursuant to this Agreement.

Pricing Adjustment: A written request for price adjustment may be made at contract renewal, no less than 30 days prior to the contract renewal date. All requests for price adjustment(s) must be accompanied by written justification attesting that the request is a bonafide cost increase to Firm. All requests for price adjustment(s) shall be supported by the Consumer Price Index (CPI) and/or Producer Price Index (PPI) with complete documentation supporting the requested increase. The maximum allowable increase shall not exceed 3.5%. All price adjustments must be accepted by the Managing Director of Procurement and shall be accomplished by written amendment to this contract.

4. TERMINATION

The Firm will serve at the will and pleasure of the College. Either party may cancel the Contract with thirty (30) days advanced written notice. However, at the College’s sole option, a termination for convenience by the College may be effective immediately and may apply to specific tasks or work (if applicable) or to the Contract in whole. The College shall be liable only for work actually completed.

In the event of termination by either party, the Firm will have, in no event, any claim against the College for lost profits or compensation for lost opportunities. After a receipt of a Termination Notice and except as otherwise directed by the College, the Firm shall comply with the directives of the College regarding stoppage of work, the termination and settlement of work in progress or work that has been stopped, and the transfer of work in progress, terminated work, and other materials.

5. STANDARDS OF CONDUCT

Valencia College expects all College employees, when acting on behalf of the College, to maintain and exhibit the highest standards of professional and ethical conduct. These standards are reflected Valencia Policy 6Hx28:5-10.1, No Preferences in Procurement (http://valenciacollege.edu/generalcounsel/policy/documents/Volume5/5-10.1-No- Preferences-in-Procurement.pdf) and Valencia Policy 6Hx28:3E-05.2, Ethical Conduct and Performance http://valenciacollege.edu/generalcounsel/policy/documents/Volume3E/3E-05.2-Ethical- Conduct-and-Performance.pdf) http://valenciacollege.edu/generalcounsel/policy/documents/Volume5/5-10.1-No-Preferences-in-Procurement.pdf http://valenciacollege.edu/generalcounsel/policy/documents/Volume5/5-10.1-No-Preferences-in-Procurement.pdf http://valenciacollege.edu/generalcounsel/policy/documents/Volume3E/3E-05.2-Ethical-Conduct-and-Performance.pdf http://valenciacollege.edu/generalcounsel/policy/documents/Volume3E/3E-05.2-Ethical-Conduct-and-Performance.pdf

Contractor acknowledges and understands that it is responsible for reviewing, being familiar with, and complying with these policies. Violations of these standards may be grounds for termination of this Agreement.

To avoid the appearance of breach of these standards, any gifts or other items of value (even nominal value), including discounts, offered by Contractor to College or its employees must be fully disclosed and approved in advance by the College. This includes employees not directly involved in the selection of, or those working directly with, Contractor.

6. FORCE MAJEURE

In any event that the performance of any covenant(s) of this Contract shall be prevented by an act of God, physical disability, act or regulations of public authorities or labor union labor difficulties, strike, civil tumult, terrorism, war, epidemic, or any other reasons proven beyond their control, the Firm and Valencia shall respectively be relieved of their obligations stated in this Agreement. With the exception, however, that any funds paid by or on behalf of Valencia to Firm in advance of the Services shall be immediately repaid in full by Firm to Valencia.

7. INDEPENDENT CONTRACTOR

College and Firm acknowledge and agree that Firm is and shall be an independent contractor; that neither Firm nor any of its employees, representatives or agents is, or shall be deemed to be, an employee, partner or joint venture of College; and that neither Firm nor any of its employees, representatives or agents shall be entitled to any employee benefits under any employee benefit plan, including medical, insurance and other similar plans, of College. Firm further acknowledges that College will not withhold any amounts in respect to federal, state or local taxes from amounts payable by College to Firm hereunder and it shall be the exclusive responsibility of Firm to pay all amounts due in respect of applicable federal, state and local taxes on such amounts.

8. OWNERSHIP OF WORK PRODUCT

The College will be considered the owner of all work products produced under and resulting from the Contract. This includes, but is not limited to, all original artwork, web and other design, content, or other intellectual property that may be created as a result of this agreement. In addition, any and all materials, documentation, reports, spreadsheets, presentations, recommendations, research results, survey results, statistics, summaries, and any other similar work product or information created pursuant to this Agreement shall be the property of Valencia, shall belong exclusively to Valencia, and are instruments of service for use only by Valencia. Neither these materials, nor the Information from which the materials may have been compiled, shall be disclosed or provided to third parties without Valencia’s express written consent even after the work with Valencia has concluded.

9. INSURANCE

Firm shall obtain, maintain, and pay for insurance in the categories listed in the insurance requirements, provided below, unless otherwise agreed by the parties in writing. The insurance coverage in each category shall meet or exceed the minimum limits set forth in the insurance requirements. The College shall be included as additional named insured on each policy. The insurance shall cover the Firm’s entire operations under this Agreement and shall be effective throughout the effective period of this Agreement. It is not the intent of this schedule to limit the types of insurance otherwise required by this Agreement or that the Firm may desire to obtain.

Insurance Requirements (UPDATE AS NEEDED. REFER TO MIN. INSURANCE

REQUIREMENT)

Type of Insurance Minimum limits of Liability

General Liability: $1,000,000 each occurrence/$2,000,000 Aggregate

Automobile Liability Not less than $1,000,000

Worker’s Compensation: Statutory Limits

Employers Liability Insurance Not less than $1,000,000

Umbrella Policy $1,000,000 limit

Provide evidence of Builder’s Risk Coverage

Prior to the commencement of any work in connection with this Agreement, Firm shall provide a certificate of insurance, naming Valencia College District Board of Trustees and Valencia Foundation as additional insured, to the Contracts & Records office for all policies identified above. In the event of any change in insurance coverage, including but not limited to cancellation of any policy, Firm shall notify College immediately and in no case more than three (3) business days after becoming aware of such change.

The College shall be exempt from, and in no way be liable for, any sums of money, which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Firm and/or sub-firm that obtained the insurance.

10. DATA SECURITY AND PROTECTION

In fulfilling its obligations under this Agreement, Firm will use only those systems that comply with Valencia’s minimum security requirements as posted or communicated by Valencia. The minimum security requirements may be found here:

https://valenciacollege.teamdynamix.com/TDClient/2067/Portal/KB/ArticleDet?ID=1487

82. If any sensitive, confidential information is transmitted electronically to Firm as part of the fulfillment of this Agreement, Firm agrees that any transfer of data between College and Firm or within Firm's computing environment will take place using encrypted protocols such as SSL and secure FTP. Unsecured email will not be used for the transfer https://valenciacollege.teamdynamix.com/TDClient/2067/Portal/KB/ArticleDet?ID=148782 https://valenciacollege.teamdynamix.com/TDClient/2067/Portal/KB/ArticleDet?ID=148782 of data. Firm certifies that the original data and all data backups of the Institution's information will be stored and maintained in an encrypted format using at least a 128 bit key when not in use. Firm will not store the Institution’s data on publicly accessible servers, websites or other areas where the information can be accessed by non-authorized users or automated search engines.

In addition to those measures described above, Firm will use all reasonable practices and security procedures necessary to protect all electronic data that is transmitted between those parties under this Agreement by (but not limited to) electronic transmission or the physical delivery of electronically recorded data. Such protective measures shall include, but not be limited to, use of up-to-date anti-virus software to guard against viruses, worms, Trojan horses or other malware that may permit unauthorized access to data or may compromise the confidentiality, integrity or authorized accessibility of data or associated information systems of the other party. Neither College nor Firm shall knowingly introduce into electronic data transmitted between them under this Agreement any virus, worm, Trojan horse or other malware that may permit unauthorized access to data or may compromise the confidentiality, integrity or authorized accessibility of data or associated information systems of the other party.

Firm will notify Institution immediately upon discovery (but in no case more than 24 hours from discovery) if there is or has been any unauthorized access to Institution’s data or if the possibility of unauthorized access to Institution’s data has been discovered, even if such conditions have been corrected and remedied by Firm.

11. CONFIDENTIAL STUDENT EDUCATION RECORDS

The parties acknowledge that certain records related to students may be transmitted or disclosed to Firm pursuant to this Agreement. The parties acknowledge that such records are confidential and protected by the Family Educational Rights and Privacy Act (“FERPA”) and that, to the extent they are, this Agreement is subject to the provisions of 20 U.S.C. §1232g(a)(4)(A-B). For purposes of this Agreement, “Covered Education Records” means any and all paper and electronic data, in whatever form, that personally identifies any student or students. This specifically includes, but is not limited to, lists compiled by Valencia that include demographic information about students and prospective students. It is the intent of the parties to interpret Covered Education Records as broadly as possible, and to ensure the protection of any and all data transferred to Firm by College. Should Firm be unsure about the status of any data as Covered Education Records, Firm shall assume that such data are Covered Education Records until advised otherwise by College.

Firm agrees that, to the extent Covered Education Records are disclosed between Valencia and Firm in facilitating this Agreement, such Records will only be used as permitted or required by this Agreement, as required by law, or as otherwise authorized by Valencia.

Only those employees of Firm to whom disclosure is necessary to carry out the provisions of this Agreement shall be given access to the Covered Education Records. Firm agrees to develop, maintain, and use appropriate administrative, technical, and physical security measures to preserve the confidentiality of Covered Education Records transmitted and maintained, and Valencia shall have the right, in its sole discretion, to approve of such measures prior to their implementation. This may include, but is in no way limited to, the measures identified in Section 10 herein, and includes Records transmitted and maintained in hard copy, electronically or otherwise.

Firm’s obligations as described in the preceding paragraph shall continue indefinitely until the College advises otherwise, as shall continue even with regard to data or Covered Education Records related to “inactive leads,” as the parties understand that term. The fact that Firm is no longer communicating with a prospective student does not alleviate it of its obligations under this Agreement and specifically under this Section.

Firm specifically agrees not to subcontract any portion of the work described herein without Valencia’s prior express written consent. If and when consent has been obtained, Firm will ensure, through its written subcontract, that any subcontractor is required to carry out the obligations of this section in full, and Firm will indemnify and hold Valencia harmless from any claims, losses, injuries, or damage that result from the subcontractor’s failure to do so or from Firm’s failure to supervise the subcontractor in this regard.

If Firm discovers an unauthorized disclosure of any portion of the Covered Education Records, Firm shall notify Valencia of such disclosure immediately upon discovery (but in no case more than 24 hours from discovery), and shall provide, in writing, the following information: (i) the nature of the disclosure; (ii) what, precisely, was disclosed; (iii) who made the disclosure and through what means; and (iv) what measures are being taken to mitigate the effects of the disclosure and to ensure that no further disclosures are made. In the event Valencia determines, in good faith and in its sole discretion, that an unauthorized disclosure has occurred, Valencia shall have the right to terminate this Agreement immediately and to pursue any remedies available to it. If the Family Policy Compliance Office determines that the disclosure was improper, Valencia may not allow Firm access to Covered Education Records for a period of five (5) years.

Upon the termination, cancellation, expiration, or other conclusion of this Agreement, Firm shall return all Covered Education Records to Valencia, including any copies thereof, or, if return is not practicable, shall destroy the Covered Education Records in a manner that maintains their confidential status and shall provide a certificate to Valencia confirming the date of destruction.

Firm agrees to indemnify and hold Valencia harmless from any claims, losses, injuries, or damage whatsoever resulting from its failure to meet the obligations described in this section, including a failure to reasonable discover an unauthorized disclosure or to notify Valencia of a disclosure according to the requirements set forth herein. This indemnification may in addition to other indemnification and/or penalties provided for by this Agreement and shall survive the termination of this Agreement by whatever means.

12. INDEMNIFICATION

Firm shall indemnify, defend and hold harmless Valencia and its directors, trustees, officers, agents, and employees from all loss, cost and expense arising out of any liability or claim of liability for injury or damages to persons or property sustained or claimed to have been sustained by anyone arising out of this Agreement or the services covered by this Agreement, or by any act or omission of Firm or any of its officers, agents, employees, subcontractors, guests, vendors, or third-party contractors. This shall include, but not be limited to, damages arising out of the transfer or maintenance of data.

13. ATTORNEYS FEES AND COSTS

In connection with any dispute arising out of this Agreement, the prevailing party shall be entitled to recover all costs (including all costs, expenses, and reasonable attorney, expert witness and paralegal fees) incurred in connection with such suit or action, and for any and all appeals referable thereto.

14. DEFAULT

Notwithstanding anything to the contrary within the Agreement, a Party will be considered in default of its obligations under this Contract if such Party should fail to observe, to comply with, or to perform any term, condition or covenant contained in this Contract.

Upon default by Firm, payment to Firm may be withheld pending an equitable adjustment between Firm and Valencia.

15. NOTICES

All notices required to be given under this Contract shall be deemed given when delivered by certified mail, return receipt, or on the next business day following delivery by electronic mail transmission if an e-mail address is shown below, to the designated representatives of the Parties. A Party may change its designated representative or address at any time by written notice in the same manner as for any other notice. The initial representatives of the Parties are as follows:

Valencia College Contractor

Name: Name:

Department: Procurement Department Title:

Address: P.O. Box 3028, Orlando, FL 32802-3028

Address:

Campus: District Office

E-mail: E-mail

Phone: Phone:

With a copy to:

Director, Contracts and Records contracts@valenciacollege.edu mailto:contracts@valenciacollege.edu

16. LEGAL AUTHORITY

Firm warrants that it possesses the legal authority to enter into this Contract and that it has taken all actions required by its procedures, bylaws, and/or applicable law to exercise that authority, execute this Contract and bind itself to its terms.

17. NON-ASSIGNMENT

Firm shall not assign or subcontract any of its obligations under this Contract without the advance written consent of Valencia. Any unauthorized assignment shall be void at Valencia’s election. Valencia shall have the right, but not the obligation to terminate this Contract, without waiver of any other right or remedy, upon notice of Firm’s assignment in violation of this section.

18. BINDING EFFECT

This Contract is binding upon the heirs, personal representatives, successors, and permitted assigns of both Parties. The parties acknowledge that no consent required from College under this Agreement shall be binding unless such consent is delivered under the signature of the President of Valencia College or designee(s).

19. AMENDMENT

No amendment to this Contract shall be valid unless it is made in a writing signed by the authorized representatives of the Parties.

20. WAIVER

The waiver by either party of a breach or violation of any provision of this Contract shall not operate as or be construed to be a waiver of any subsequent breach of the same or other provision hereof.

21. SEVERABILITY

In the event any provision of this Contract shall be held invalid or unenforceable by a court of competent jurisdiction, or by an administrative hearing officer in accordance with Chapter 120, Florida Statutes, such holding shall not invalidate or render unenforceable any other provision hereof.

22. GOVERNING LAW, JURISDICTION AND VENUE

This Contract shall be interpreted and enforced under the laws of the state of Florida. Any action arising under this Contract shall be filed and tried, if at all, in the courts of Orange County, Florida.

23. LAWS, ORDINANCES, RULES, REGULATIONS, PERMITS, AND LICENSES

The Firm shall observe and obey all the laws, ordinances, rules, regulations, and policies of the College and the federal and state governments which may be applicable to the Firm’s operation while performing work on behalf of Valencia, and shall, at the sole cost of the Firm, obtain and maintain all permits and licenses necessary to comply with such requirements and standards.

24. ENTIRE AGREEMENT

This Contract constitutes the entire agreement between the Parties, and supersedes any previous contracts, understanding, or agreements of the Parties, whether verbal or written, concerning the subject matter of this Contract.

SIGNATURES

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed.

The District Board of Trustees of Firm: Insert Company Name.

VALENCIA COLLEGE, Florida

Name: Oscar Cristancho Mercado Name:

Signature: Signature:

Title: Chief Financial Officer Title:

Date: Date: