STATE OF FLORIDA BOARD OF GOVERNORS.docx
DOCX document 27 KB Posted
- Attached to
- Communications Agency
- Solicitation number
- RFP-07427
- Issued by
- Leon County, Florida
About this file
This document contains the standard terms and conditions for a contract between the State of Florida Board of Governors and a contractor. The contract covers the procurement of commodities and contractual services, including requirements around public records, invoicing and payments, deliverables, intellectual property, and other standard contract provisions.
The related state and local contract opportunity is for a Communications Agency to support the Assistant Director of Public Affairs for the State of Florida, Leon County, and the City of Tallahassee. The contract term is not specified, but it may be renewable for up to three years. Pricing terms, funding sources, and other salient details are not provided in the given information.
View the file
Other files
| File | Type | Posted |
|---|---|---|
| QA Communications RFP.pdf | ||
| RFP 24-001 - Agency Decision Bid Tab Form (1).pdf | ||
| 1. RFP BOG 24-001.docx | DOCX document |
On GovTribe
Work with this file
- Download the original file
- Contacts named in this file
- Similar government files
- Ask GovTribe AI about this file
Text version
STATE OF FLORIDA BOARD OF GOVERNORS
CONTRACT STANDARD TERMS AND CONDITIONS
| 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 Board 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 Board’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 Board 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 Board 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 Board to perform the service; |
| B. | Upon request from the Board’s custodian of public records, provide the Board 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 Board; and |
| D. | Upon completion of the Contract, transfer, at no cost, to the Board all public records in possession of the Contractor or keep and maintain public records required by the Board to perform the service. If the Contractor transfers all public records to the Board 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 Board, upon request from the Board’s custodian of public records, in a format that is compatible with the information technology systems of the Board. |
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 850-245-0466 & Generalcounsel@flbog.edu, Board of Governors, Attn: Public Records Custodian, 325 W. Gaines Street, Suite 1614, Tallahassee, FL 32399-0400.
| III. | The Contractor shall prepare an invoice for the amount due and mail it to the Board’s 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 Board’s 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 Board’s 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 Board’s acceptance of deliverables. It is understood that should Contractor fail to submit invoice within thirty (30) days following the Board’s acceptance of the deliverables, the Board 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 Board’s Comptroller s. at 850/245-0084. 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. |
| 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 Board’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 Board or Contractor, independently or jointly, the Board’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 Board’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 Board’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 Board’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 Board, 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 Board shall amend this Contract to place in reserve the amount determined by the Board 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 Board 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 Board 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 Board or a purchase by the Board under a State Term Contract. |
| E. | The Board 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 |
| 9. | All other documentation needed to enable the Board to support, recreate, revise, repair, or otherwise make use of the software. |
| XIII. | The Board 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 Board 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 Board’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 Board’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 Board employees or agents to conduct audits to ensure compliance with Section 20.055, Florida Statutes. These audits may require Board 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 Board 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 Board 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 Board upon execution of this Contract with a performance bond or other security deposited with the Board 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 Board. |
| XX. | In all cases in which the Contractor, with the advance written consent of the Board, 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 Board or the Contractor; and |
| B. | The Contractor shall allow the Board to monitor subcontractor or assignee activity and compliance, and the Contractor shall require the subcontractor or assignee to promptly submit to the Board, at the Board’s request, complete and accurate documentation pertaining to the subcontract or the Contract. |
| XXI. | The Contractor shall coordinate with and assist the Board’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 Board and the Contractor. |
| XXIII. | The Board 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 Board 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 Board 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 Board 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 Board waiver of any term, provision, condition or covenant of the Contract shall be deemed to imply or constitute a further Board waiver of any other term, provision, condition or covenant of the Contract, and no payment by the Board 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 Board, 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 Board, 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 Board and the Contractor specifically referencing this Contract. Such agreement shall specify the remaining measures necessary to be taken by each party. |
| XXX. | The Board reserves the right to cancel this contract without cause by giving the Contractor thirty (30) days written notice. |
| 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. If the contractor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of the contract. In addition, pursuant to State of Florida Executive Order No. 11-116, Contractor shall utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment of all new employees hired by the Contractor during the contract term. Also, Contractor shall include in related subcontracts a requirement that subcontractors performing work or providing services pursuant to the Contract utilize the E-Verify system to verify employment of all new employees hired by the subcontractor during the contract term. |
| XXXIV. | Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions |
| A. | The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal Board or agency. |
| B. | Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. The Board may cancel this contract if an attached explanation is not acceptable to the Board or the Federal government. |
| XXXV. | MyFloridaMarketPlace |
A. MyFloridaMarketplace Vendor Registration Each Vendor doing business with the State of Florida for the sale of commodities or contractual services as defined in section 287.012, Florida Statutes, shall register in MyFloridaMarketPlace, in compliance with Rule 60A-1.031, Florida Administrative Code, unless exempt under Rule 60A-1.031(3) Florida Administrative Code.
B. MyFloridaMarketplace Transaction Fee The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to section 287.057(22), Florida Statutes , all payments for commodities and/or contractual services as defined in Section 287.012, Florida Statutes, shall be assessed a Transaction Fee which the Vendor shall pay to the State, unless exempt under Rule 60A-1.031, Florida Administrative Code. Notwithstanding the provisions of Rule 60A-1.031, et seq., the assessment of a transaction fee shall be contingent upon Federal approval of the transaction fee assessment program and continued payment of applicable federal matching funds.
For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the Vendor. If automatic deduction is not possible, the Vendor shall pay the Transaction Fee pursuant to Rule 60A-1.031(2), Florida Administrative Code. By submission of these reports and corresponding payments, Vendor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee.
The Vendor shall receive a credit for any Transaction Fee paid by the Vendor for the purchase of any item(s) if such item(s) are returned to the Vendor through no fault, act, or omission of the Vendor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the Vendor’s failure to perform or comply with specifications or requirements of the agreement.
Failure to comply with these requirements shall constitute grounds for declaring the Vendor in default and recovering reprocurement costs from the Vendor in addition to all outstanding fees. VENDORS DELINQUENT IN PAYING TRANSACTION FEES MAY BE EXCLUDED FROM CONDUCTING FUTURE BUSINESS WITH THE STATE.
| XXXVI. | The Contractor shall comply with all applicable Federal, State and County laws, ordinances, rules, and regulations applicable to the Contractor and applicable to its performance under this Contract. |
| XXXVII. | Contractors, providers, and partners employed by the Board or acting on behalf of the Board shall comply with Florida Administrative Code (F.A.C.) 74-2, and fully comply with all information technology security policies. |
| XXXVIII. | If this Contract is for goods or services over $1,000,000, this Contract may be terminated at the option of the Board if the Contractor is found to have submitted a false certification as provided under subsection 287.135(5), F.S., been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria. |
| XXXIX. | This Contract may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which shall constitute one contract, notwithstanding that all parties are not signatories to the original or the same counterpart, or that signature pages from different counterparts are combined, and the signature of any party to any counterpart shall be deemed to be a signature too and may be appended to any other counterpart. |
File details come from the government source that posted it. Updated .