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    Standard Form Contract.doc Standard Form Contract.doc Document Transcript

    • STANDARD FORM CONTRACT Note: All words which appear in bold face italicized print provide information or require information from the Contract developer. The final contract should not include any of the bold face italicized print or underlines. The following information is provided to assist contract developers in completing the standard form contract below. If questions arise, please contact the Department’s Procurement Section at 850/245-2361 or SunCom 205-2361 for assistance. Introductory paragraph requires identification of the specific type of organization the Department is contracting with. The following information is provided as a guide to the types of organizations you might encounter. (1) Sole Proprietorship: John Doe (2) Sole Proprietorship using fictitious business name: John Doe d/b/a J.D. Services (3) Partnership: John Doe and Sam Smith (may be a professional association (P.A.)) (4) Corporation: ABC, Inc.; ABC Corporation [Note: In identifying the business entity as a corporation, the State of incorporation must be included. For example, "a Florida Corporation" or "a New York Corporation, authorized to transact business in Florida." Prior to entering into a contract with a for-profit corporation, the Procurement Section shall verify with the Department of State that the business entity is authorized to transact business in Florida.] (5) Non-Profit Corporation: Keep Florida Beautiful, Inc. [Note: In identifying the business entity as a corporation, the State of incorporation must be included. For example, "a Florida Non- profit Corporation" or "a New York Non-profit Corporation, authorized to transact business in Florida." Prior to entering into a contract with a non-profit corporation, the Procurement Section shall verify with the Department of State that the business entity is authorized to transact business in Florida.] (6) State Agency: State of Florida, Department of Environmental Protection (7) Local Government: Leon County Board of County Commissioners (8) Federal Agency: United States Department of Interior (9) State University System (Florida): Florida State University Paragraph 4 requires that the basis of payment be clearly identified. The following options are provided to assist you in making this determination. (1) Fixed Price, (2) Fee Schedule, (3) Cost Reimbursement, (4) Cost Reimbursement plus a fixed fee, or (5) Any combination thereof (i.e., “combination fixed price/cost reimbursement basis”). Paragraph 5 of the standard form contract requires the identification of dates of services. Contract period beginning date line (which is currently blank) can be eliminated altogether if the contract developer wants the contract to begin on the date of execution. Use of the date line provided serves to establish an official begin date which may occur after the actual execution date of the contract by all parties. For an end date the contract developer can specify a firm calendar date or a period of time for completion. For example, if a contract start date is September 1, 1996 and the end date established reads “nine months following execution,” the contract term will be September 1, 1996 through May 31, 1997. Note: No contract may begin prior to its execution by all parties. Pursuant to Section 287.057(12), Florida Statutes, there shall be only ONE extension of a contract, for a period of up to six (6) months, unless the extension is necessary due to events beyond the Contractor's control. Page 1 of 18 DEP 55-205 (07/2007)
    • DEP Contract No. __________ CONTRACT THIS CONTRACT is entered into between the STATE OF FLORIDA, DEPARTMENT OF ENVIRONMENTAL PROTECTION, whose address is 3900 Commonwealth Boulevard, Tallahassee, Florida 32399 -3000 (hereinafter referred to as the "Department") and (Name of Contractor), whose address is (Specify Address) , (hereinafter referred to as the "Contractor"), a (Specify Type of Organization), to provide (Specify Services to be Provided) services. In consideration of the mutual benefits to be derived herefrom, the Department and Contractor do hereby agree as follows: 1. The Department does hereby retain the Contractor to perform the ______ (specify services) services as defined herein and the Contractor does hereby agree to perform such services upon the terms and conditions set forth in this Contract, Attachment ____ (Scope of Services) [See Attachment A for more information regarding Scope of Services] , and all attachments and exhibits named herein which are attached hereto and incorporated by reference. The Contractor has been determined to be a vendor to the Department under this Contract. 2. The Contractor shall perform the services in a proper and satisfactory manner as determined by the Department. Any and all equipment, products or materials necessary to perform this Contract shall be supplied by the Contractor, unless otherwise specified herein. [The first sentence of this provision may be omitted in Contracts with other State of Florida agencies or members of the State University System (SUS).] 3. The Contractor shall perform as an independent contractor and not as an agent, representative, or employee of the Department. 4. As consideration for the services rendered by the Contractor under the terms of this Contract, the Department shall pay the Contractor on a (specify basis of payment) basis as specified in (specify attachment in which payment is clearly described) . [If the Contract is cost reimbursement and with organizations other than State (Florida) agencies or members of the State University System, the following language shall be included: The Contractor shall be reimbursed on a cost reimbursement basis in accordance with the Comptroller's Contract Payment Requirements, attached hereto and made a part hereof as Attachment ____ [Provided as Exhibit I of this Attachment]. [If the Contract is cost reimbursement and with a State (Florida) agency or member of the State University System, the following language shall be included: Pursuant to Comptroller Memorandum No. 4 (1996-97), dated December 5, 1996, the Department may accept documentation in the form of FLAIR reports or other reports containing sufficient detail in support of invoices for cost reimbursement contracts in lieu of the documentation required by the Comptroller's Contract Payment Requirements, attached hereto and made a part hereof as Attachment ____ [Provided as Exhibit I of this Attachment]. However, the Department reserves the right to withhold payment on charges in question and require submission of documentation at the level described in the Comptroller's Contract Payment Requirements in order to determine allowability of the cost to this Contract.] All bills for amounts due under this Contract shall be submitted in detail sufficient for a proper pre-audit and post-audit thereof . [Select the appropriate travel clause for inclusion in contract: 1) All requests for reimbursement of travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes, 2) All travel and incidental expenses are included in the (fee schedule/fixed price amount - specify which one), 3) No travel expenses are authorized under the terms of this Contract. ] 5. This Contract shall begin upon execution by both parties or (specify date ) (whichever is later) and end (specify date) , inclusive. In accordance with Section 287.058(2), Florida Statutes, the Contractor shall not be eligible for reimbursement for services rendered prior to the execution date of this Contract. This Contract may be renewed for an additional term not to exceed the original Contract period unless the original Contract period is 24 months or less, in which case the Contract may be renewed up to two additional one-year periods. Renewal of this Contract shall be in writing Page 2 of 18 DEP 55-205 (07/2007)
    • and subject to the same terms and conditions of this Contract. All renewals are contingent upon satisfactory performance by the Contractor and the availability of funds. [Note: If this Contract is the result of a solicitation of bids or proposals, the renewal provision and costs of any contemplated renewals must have been included in the invitation to bid, request for proposals, or invitation to negotiate. If this Contract was procured through a single source or an emergency purchase, it cannot be renewed. If renewal is not allowed or required, this paragraph should only include the first two sentences written above.] 6. The State of Florida's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature. 7. [For all Contracts, excluding those with health care providers, the following clause must be included:] Pursuant to Section 215.422, Florida Statutes, the Department's Contract Manager shall have five (5) working days, unless otherwise specified herein, to inspect and approve the services for payment; the Department must submit a request for payment to the Florida Department of Banking and Finance within twenty (20) days; and the Department of Banking and Finance is given ten (10) days to issue a warrant. Days are calculated from the latter date the invoice is received or services received, inspected, and approved. Invoice payment requirements do not start until a proper and correct invoice has been received. Invoices which have to be returned to a contractor for correction(s) will result in a delay in the payment. A Vendor Ombudsman has been established within the Florida Department of Banking and Finance who may be contacted if a contractor is experiencing problems in obtaining timely payment(s) from a State of Florida agency. The Vendor Ombudsman may be contacted at 850/410-9724 or 1-800-848-3792. or [For all Contracts with health care providers, the following language must be included:] Pursuant to Florida Statutes, the Department's Contract Manager shall have five (5) working days, unless otherwise specified herein, to inspect and approve the services for payment. Payments to health care providers for hospital, medical or other health care services, shall be made not more than thirty-five (35) days from the date eligibility for payment is determined. The Department must submit a request for payment to the Florida Department of Banking and Finance within twenty (20) days; and the Department of Banking and Finance is given ten (10) days to issue a warrant. Days are calculated from the latter date the invoice is received or services received, inspected, and approved. Invoice payment requirements do not start until a proper and correct invoice is received. Invoices which have to be returned to a contractor for correction(s) will result in a delay in the payment. A Vendor Ombudsman has been established within the Department of Banking and Finance who may be contacted if a contractor is experiencing problems in obtaining payment(s) from a State of Florida agency. The Vendor Ombudsman may be contacted at 850/410-9724 or 1-800-848-3792. 8. [For all Contracts, excluding those with health care providers, the following clause must be included:] In accordance with Section 215.422, Florida Statutes, the Department shall pay the Contractor, interest at a rate as established by Section 55.03(1), Florida Statutes on the unpaid balance, if a warrant in payment of an invoice is not issued within forty (40) days after receipt of a correct invoice and receipt, inspection, and approval of the goods and services. Interest payments of less than $1 will not be enforced unless a contractor requests payment. The interest rate established pursuant to Section 55.03(1), Florida Statutes may be obtained by calling the Department of Banking and Finance, Vendor Ombudsman at the telephone number provided above or the Department's Procurement Section at 850/245-2361 or SunCom 205-2361. [For all Contracts with health care providers, the following language must be included:] In accordance with Section 215.422, Florida Statutes, the Department shall pay the Contractor, interest at a rate of .03333% per day on the unpaid balance, if a warrant in payment of an invoice is not issued within thirty-five (35) days after receipt of a correct invoice and receipt, inspection, and Page 3 of 18 DEP 55-205 (07/2007)
    • approval of the goods and services. Interest payments of less than $1 will not be enforced unless a contractor requests payment. 9. One of the following indemnification provisions must be included in all contracts. [For contracts with for-profit and not-for-profit organizations.] The Contractor shall save and hold harmless and indemnify the State of Florida and the Department against any and all liability, claims, judgments or costs of whatsoever kind and nature for injury to, or death of any person or persons and for the loss or damage to any property resulting from the use, service, operation or performance of work under the terms of this Contract, resulting from the any act, or failure to act, by the Contractor, his subcontractor, or any of the employees, agents or representatives of the Contractor or subcontractor to the extent allowed by law. [For contracts with State of Florida governmental entities.] Each party hereto agrees that it shall be solely responsible for the negligent or wrongful acts of its employees and agents. However, nothing contained herein shall constitute a waiver by either party of its sovereign immunity or the provisions of Section 768.28, Florida Statutes. [For contracts with the federal government or state agencies other than Florida, the Contracts Administrator will assist the program area in the development of the appropriate contract language regarding indemnification. The following clause is suggested for use in contracts with federal agencies.] Each party hereto agrees that it shall be solely responsible for the negligent or wrongful acts of its employees and agents. However, nothing herein shall constitute a waiver by the Department of its sovereign immunity or the provisions of Section 768.28, Florida Statutes or a waiver by the Contractor of the protections afforded under the Federal Tort Claims Act. 10. The Department may terminate this Contract at any time in the event of the failure of the Contractor to fulfill any of its obligations under this Contract. Prior to termination, the Department shall provide ten (10) calendar days written notice of its intent to terminate and shall provide the Contractor an opportunity to consult with the Department regarding the reason(s) for termination. For all contracts excluding contracts with State of Florida agencies and members of the State University System (SUS), the following clause should be included: The Department may terminate this Contract without cause and for its convenience by giving thirty (30) calendar days written notice to the Contractor. [This provision may be omitted if necessary. The Department should not provide a termination for convenience clause for the Contractor.] For all contracts with State of Florida agencies and members of the State University System (SUS), the following clause should be used: The parties hereto may terminate this Contract for convenience as evidenced by formal amendment which clearly describes the basis for the termination. Notice shall be sufficient if delivered personally or by certified mail to the address set forth in paragraph 11. 11. Any and all notices shall be delivered to the parties at the following addresses: Contractor Department Name of Individual Name of Individual (MS#___) Organization Name Division/District/Office Name Address Florida Department of Environmental City, State Zip Code Protection Address City, State Zip Code Page 4 of 18 DEP 55-205 (07/2007)
    • When providing the names and addresses for the above clause, please identify the individuals by name that notices should be sent to, including their complete physical address. 12. This Contract may be unilaterally canceled by the Department for refusal by the Contractor to allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with this Contract, unless the records are exempt from Section 24(a) of Article I of the State Constitution and Section 119.07(1), Florida Statutes. 13. The Contractor shall maintain books, records and documents directly pertinent to performance under this Contract in accordance with generally accepted accounting principles consistently applied. The Department, the State, or their authorized representatives shall have access to such records for audit purposes during the term of this Contract and for five years following Contract completion. In the event any work is subcontracted, the Contractor shall similarly require each subcontractor to maintain and allow access to such records for audit purposes. 14. The Department’s Contract Manager is (Name) , (Title) , Phone ____/________________ . The Contractor's Contract Manager is (Name) , _______(Title)______________, Phone _____/__________________ . All matters shall be directed to the Contract Managers for appropriate action or disposition. [Note: If both contract managers have SunCom telephone numbers, these numbers should be provided in addition to their regular telephone numbers.] 15. All contracts for professional services (defined by Section 287.055, F.S.) shall include the following provision. The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Contract 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 the Contractor any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Contract. 16. In addition to the provision provided in paragraph 15 above, all professional services contracts in excess of Category Four shall include the following provision and a Truth-In-Negotiation Certificate. [A Truth-In-Negotiation Certificate is provided as Exhibit II of this attachment] The original Contract price and any additions thereto will be adjusted to exclude any significant sums by which the Department determines the Contract price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such Contract adjustments must be made within one (1) year following the end of the Contract. 17. The Contractor covenants that it presently has no interest and shall not acquire any interest which would conflict in any manner or degree with the performance of services required. 18. This Contract has been delivered in the State of Florida and shall be construed in accordance with the laws of Florida. Wherever possible, each provision of this Contract shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Contract shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Contract. Any action hereon or in connection herewith shall be brought in Leon County, Florida. 19. No delay or failure to exercise any right, power or remedy accruing to either party upon breach or default by either party under this Contract, shall impair any such right, power or remedy of either party; nor shall such delay or failure be construed as a waiver of any such breach or default, or any similar breach or default thereafter. 20. The Contractor recognizes that the State of Florida, by virtue of its sovereignty, is not required to pay any taxes on the services or goods purchased under the terms of this Contract. Page 5 of 18 DEP 55-205 (07/2007)
    • 21. This Contract is neither intended nor shall it be construed to grant any rights, privileges or interest in any third party without the mutual written agreement of the parties hereto. 22. A. No person, on the grounds of race, creed, color, national origin, age, sex, or disability, shall be excluded from participation in; be denied the proceeds or benefits of; or be otherwise subjected to discrimination in performance of this Contract. B. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide 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 award or perform work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity. The Florida Department of Management Services is responsible for maintaining the discriminatory vendor list and intends to post the list on its website. Questions regarding the discriminatory vendor list may be directed to the Florida Department of Management Services, Office of Supplier Diversity at 850/487-0915. 23. This Contract is an exclusive contract for services and may not be assigned in whole or in part without the written approval of the Department. 24. The following provision shall be used when subcontracting is anticipated. A. The Contractor shall not subcontract, assign, or transfer any work under this Contract without the prior written consent of the Department's Contract Manager. The Contractor agrees to be responsible for the fulfillment of all work elements included in any subcontract consented to by the Department and agrees to be responsible for the payment of all monies due under any subcontract. It is understood and agreed by the Contractor that the Department shall not be liable to any subcontractor for any expenses or liabilities incurred under the subcontract and that the Contractor shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. B. The Department of Environmental Protection supports diversity in its procurement program and requests that all subcontracting opportunities afforded by this Contract embrace diversity enthusiastically. The award of subcontracts should reflect the full diversity of the citizens of the State of Florida. The Department will be glad to furnish a list of minority owned businesses for consideration in subcontracting opportunities. If subcontracting is not authorized, the following language should be included in the contract. The Contractor shall not subcontract, assign, or transfer any work under this Contract. 25. The following provision should be included in all contracts with private and non-profit organizations. It is expressly understood and agreed that any articles which are the subject of, or required to carry out, this Contract shall be purchased from the corporation identified under Chapter 946, F.S., if available, in the same manner and under the same procedures set forth in Section 946.515(2), (4), F.S.; and for purposes of this Contract the person, firm or other business entity carrying out the provisions of this Contract shall be deemed to be substituted for this agency insofar as dealings with such corporation are concerned. The "Corporation identified" is PRISON REHABILITATIVE INDUSTRIES AND DIVERSIFIED ENTERPRISES, INC. (P.R.I.D.E.) which may be contacted at: P.R.I.D.E. 2720-G Blair Stone Road Tallahassee, Florida 32301 Page 6 of 18 DEP 55-205 (07/2007)
    • (850) 487-3774 Toll Free: 1-800-643-8459 Website: www.pridefl.com 26. The following provision regarding Workers' Compensation should be included in every contract. To the extent required by law, the Contractor will be self-insured against, or will secure and maintain during the life of this Contract, Workers' Compensation Insurance for all of his employees connected with the work of this project and, in case any work is subcontracted, the Contractor shall require the subcontractor similarly to provide Workers' Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. Such self-insurance program or insurance coverage shall comply fully with the Florida Workers' Compensation law. In case any class of employees engaged in hazardous work under this Contract is not protected under Workers' Compensation statutes, the Contractor shall provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of his employees not otherwise protected. 27. If other forms of insurance are required for the performance of this Contract, language requiring such insurance must be provided in this paragraph. A sample contract clause is provided below. A. The Contractor shall secure and maintain Commercial General Liability insurance including bodily injury, property damage, personal & advertising injury and products and completed operations. This insurance will provide coverage for all claims that may arise from the services and/or operations completed under this Contract, whether such services and/or operations are by the Contractor or anyone directly or indirectly employed by him. Such insurance shall include a Hold Harmless Agreement in favor of the State of Florida and also include the State of Florida as an Additional Named Insured for the entire length of the Contract. The minimum limits of liability shall be $____________ each occurrence and $______________ aggregate. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 7 of 18 DEP 55-205 (07/2007)
    • B. The Contractor shall secure and maintain Commercial Automobile Liability insurance for all claims which may arise from the services and/or operations under this Contract, whether such services and/or operations are by the Contractor or by anyone directly, or indirectly employed by him. The minimum limits of liability shall be as follows: $__________ Automobile Liability Combined Single Limit for Company Owned Vehicles, if applicable $__________ Hired and Non-owned Liability Coverage C. All insurance policies shall be with insurers licensed or eligible to do business in the State of Florida. The Contractor's current certificate of insurance shall contain a provision that the insurance will not be canceled for any reason except after thirty (30) days written notice to the Department's Contracts Administrator. D. Note: Other insurance requirements may be included based on the services to be provided under the Contract. Additional insurance requirements shall be listed beginning with subparagraph C. The current subparagraph C. would then be shifted down to the last subparagraph for this paragraph. For contracts with State of Florida governmental entities which are not self-insured, the following provision may be used. The Contractor, as an independent contractor and not an agent, representative, or employee of the Department, agrees to carry adequate liability and other appropriate forms of insurance. The Department shall have no liability except as specifically provided in this Contract. The following language may replace the language above for contracts with Florida governmental entities which are self-insured: The Contractor warrants and represents that it is self-funded for liability insurance, appropriate and allowable under Florida law, and that such self-insurance offers protection applicable to the Contractor's officers, employees, servants and agents while acting within the scope of their employment with the Contractor. 28. Special Quality Assurance/Data Validation provisions may be included in a contract based on the direction/requirements of the Quality Assurance Programs identified below. Contract Managers are responsible for obtaining the appropriate language and approvals as described below. If the contract involves sample collection (excluding air sampling activities), chemical and/or biological analyses in performance of services under the terms of the contract, the Contract Manager will be responsible for obtaining the review and approval of the Department's Environmental Assessment Section prior to submission to the Procurement Section for processing. If the contract involves air sampling activities (sample collection and analyses), the Contract Manager will be responsible for obtaining the review and approval of the Department's Bureau of Air Monitoring and Mobile Sources prior to submission to the Procurement Section for processing. 29. Equipment Purchase Language : If the contract includes the purchase of equipment one of the following provisions must be included Option 1: In instances where all non-expendable equipment will be returned to the Department, the following provision shall be used. The purchase of non-expendable personal property or equipment costing $1,000 or more purchased for purposes of this Contract remains the property of the Department. The Contractor's Contract Manager shall complete and sign a Property Reporting Form, DEP 55-211, provided as Attachment Page 8 of 18 DEP 55-205 (07/2007)
    • ____, [Provided as Exhibit III of this Attachment] and forward it along with the appropriate invoice to the Department's Contract Manager. The following terms shall apply: A. The Contractor shall have use of the non-expendable personal property or equipment for the authorized purposes of the contractual arrangement as long as the required work is being performed. B. The Contractor is responsible for the implementation of adequate maintenance procedures to keep the non-expendable personal property or equipment in good operating condition. C. When the non-expendable personal property or equipment is no longer needed, the Contractor will return all non-expendable personal property or equipment purchased under the terms of this Contract to the Department. D. If, however, the Contractor desires to purchase the non-expendable personal property or equipment when no longer needed, the Department may, at its discretion and subject to approval of the Department's Surplus Property Review Board, and in compliance with federal regulations, if applicable, elect to sell the equipment to the Contractor for its fair market value as of the date of title transfer, in accordance with DEP Directive 320. E. The Contractor is responsible for any loss, damage, or theft of, and any loss, damage, or injury caused by the use of, non-expendable personal property or equipment purchased with state funds and held in his possession for use in a contractual arrangement with the Department. Option 2: For contracts where equipment is being purchased with contract funds, and the non-expendable personal property or equipment purchased will remain with the Contractor upon satisfactory completion of the Contract, the following provision should be used . Upon satisfactory completion of this Contract, the Contractor may retain ownership of the non- expendable personal property or equipment purchased under this Contract. However, the Contractor shall complete and sign a Property Reporting Form, DEP 55-212, provided as Attachment ____, [Provided as Exhibit IV of this Attachment] and forward it along with the appropriate invoice to the Department’s Contract Manager. The following terms shall apply: A. The Contractor shall have use of the non-expendable personal property or equipment for the authorized purposes of the contractual arrangement as long as the required work is being performed. B. The Contractor is responsible for the implementation of adequate maintenance procedures to keep the non-expendable personal property or equipment in good operating condition. C. The Contractor is responsible for any loss, damage, or theft of, and any loss, damage or injury caused by the use of, non-expendable personal property or equipment purchased with state funds and held in his possession for use in a contractual arrangement with the Department. Option 3: If the Contractor is authorized to purchase a current model vehicle under the terms of the Contract, the following terms and conditions shall be included: The Contractor is authorized to purchase a current model vehicle, which cost shall not exceed $_________, for use in performing the services describe in Attachment ____. The Contractor must obtain written approval, in advance, of the vehicle type proposed for purchase and shall produce at least two (2) written quotes for comparable vehicles prior to the vehicle purchase being authorized by the Department. The purchase of non-expendable personal property or equipment costing $1,000 or more purchased for purposes of this Contract remains the property of the Department. The Contractor's Contract Manager shall complete and sign a Property Reporting Form, DEP 55-211, provided as Attachment Page 9 of 18 DEP 55-205 (07/2007)
    • ____, [Provided as Exhibit III of this Attachment] and forward it along with the appropriate invoice to the Department's Contract Manager. The following terms shall apply: A. The Contractor shall have use of the non-expendable personal property or equipment for the authorized purposes of the contractual arrangement as long as the required work is being performed. B. The Contractor is responsible for the implementation of adequate maintenance procedures to keep the non-expendable personal property or equipment in good operating condition. C. When the non-expendable personal property or equipment is no longer needed, the Contractor will return all non-expendable personal property or equipment purchased under the terms of this Contract to the Department. D. The Contractor shall have title to and use of the vehicle, by its authorized employees only, for the authorized purposes of this Contract as long as the required work is being satisfactorily performed. In the event that this Contract is terminated for any reason, or the use of the vehicle is no longer needed (such as completion of the Contract), title of the vehicle shall be transferred to the Department. E. The Contractor is responsible for the implementation of manufacturer required maintenance procedures to keep the vehicle in good operating condition. F. The Contractor shall secure and maintain comprehensive collision and general automobile liability coverage for the vehicle during the term of this Contract. The Contractor is responsible for any applicable deductibles. G. The Contractor is responsible for any loss, damage, or theft of, and any loss, damage, or injury caused by the use of, non-expendable personal property or equipment purchased with state funds and held in his possession for use in a contractual arrangement with the Department. H. The Contractor is responsible for the purchase of, and shall maintain a current State of Florida tag and registration for all vehicles purchased under the Contract. Option 4: A combination of the above may be required for certain scenarios. Consult the Contracts Office for assistance in developing new language. Option 5: If equipment is not authorized for purchase with funds from the contract, the following provision should be included in the contract. The purchase of non-expendable personal property or equipment costing $1,000 or more is not authorized under the terms of this Contract. 30. If the contract is funded with grants and aids appropriations, the following lobbying language must be included: In accordance with Section 216.347, Florida Statutes, the Contractor is hereby prohibited from using funds provided by this Contract for the purpose of lobbying the Legislature, the judicial branch or a state agency. 31. The following provision may be included in any contract the Department issues to provide flexibility in modifying the terms and conditions. The Department may at any time, by written order designated to be a change order, make any change in the work within the general scope of this Contract (e.g., specifications, time, method or manner of performance, requirements, etc.). All change orders are subject to the mutual agreement of both parties as evidenced in writing. Any change order which causes an increase or decrease in the Contractor's cost or time shall require formal amendment to this Contract. Page 10 of 18 DEP 55-205 (07/2007)
    • 32. In accordance with Executive Order 96-236 (effective October 1, 1996) and Department of Management Services Memorandum No. 22 (96-97), the following language must be included in all contracts written with private (for-profit and non-profit) organizations. The employment of unauthorized aliens by any contractor/vendor is considered a violation of Section 274A(e) of the Immigration and Nationality Act. If the Contractor/vendor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this Contract. The Contractor shall be responsible for including this provision in all subcontracts with private organizations issued as a result of this Contract. 33. The following provision, regarding public entity crimes, must be included in all contracts in excess of Category Two. It is recommended by the Procurement Section that this provision be included in all contracts regardless of the funding amount. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not perform work as a grantee, 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 Section 287.017, F.S., for Category Two, for a period of 36 months from the date of being placed on the convicted vendor list. 34. A. If the Contractor brings to the performance of this Contract a pre-existing patent or copyright, the Contractor shall retain all rights and entitlements to that pre-existing patent or copyright. Otherwise, it is expressly agreed that the work performed under this Contract is a work for hire. B. If any discovery or invention arises or is developed in the course of, or as a result of, work or services performed under this Contract, or in any way connected herewith, the Contractor shall refer the discovery or invention to the Department’s Contract Manager for a determination whether patent protection will be sought in the name of the State of Florida. Any and all patent rights accruing under or in connection with the performance of this Contract are hereby reserved to the State of Florida. In the event that any books, manuals, films, or other copyrightable material are produced, the Contractor shall notify the Department. Any and all copyrights accruing under or in connection with the performance under this Contract are hereby reserved to the State of Florida. All materials to which the Department is to have patent rights or copyrights shall be marked and dated by the Contractor in such a manner as to preserve and protect the legal rights of the Department. C. Prior to the initiation of services under this Contract, the Contractor shall disclose, in writing, all intellectual properties relevant to the performance of this Contract which the Contractor knows, or should know, could give rise to a patent or copyright. The Contractor shall retain all rights and entitlements to any pre-existing intellectual property which is so disclosed. Failure to disclose will indicate that no such property exists. The Department shall then, under paragraph B above, have the right to all patents and copyrights which arise as a result of performance under this Contract. D. The terms and conditions specified in paragraphs A, B, and C above shall also apply to any subcontract made under this Contract. The Contractor shall be responsible for informing the subcontractor of the provisions of this section and obtaining disclosures. 35. A. All rights and title to works for hire under this Contract, whether patentable or copyrightable or not, shall belong to the Department and shall be subject to the terms and conditions of this Contract. B. The computer programs, materials and other information furnished by the Department to the Contractor hereunder shall be and remain the sole and exclusive property of the Department, free from any claim or right of retention by or on behalf of the Contractor. The services and products listed in Attachment ___ shall become the property of the Department upon the Contractor's performance and delivery thereof. The Contractor hereby acknowledges that said computer programs, materials and other information provided by the Department to the Contractor hereunder, together with the products delivered and services performed by the Page 11 of 18 DEP 55-205 (07/2007)
    • Contractor hereunder, shall be and remain confidential and proprietary in nature to the extent provided by Chapter 119, Florida Statutes, and that the Contractor shall not disclose, publish or use same for any purpose other than the purposes provided in this contract; provided, however, upon Contractor first demonstrating to the Department's satisfaction that such information, in part or in whole, (1) was already known to the Contractor prior to its receipt from the Department; (2) became known to the Contractor from a source other than the Department; or (3) has been disclosed by the Department to third parties without restriction, the Contractor shall be free to use and disclose same without restriction. Upon completion of the Contractor’s performance or otherwise cancellation or termination of this Contract, the Contractor shall surrender and deliver to the Department, freely and voluntarily, all of the above-described information remaining in the Contractor's possession. C. The Contractor warrants that all materials produced hereunder will be of original development by the Contractor and will be specifically developed for the fulfillment of this Contract and will not knowingly infringe upon or violate any patent, copyright, trade secret or other property right of any third party, and the Contractor shall indemnify and hold the Department harmless from and against any loss, cost, liability or expense arising out of any breach or claimed breach of this warranty. **For State Agencies, Universities, Community Colleges & Local Governments add "to the extent permitted under Florida law." after the word warranty in paragraph 35.C.** 36. This provision must be included in any contract which includes the use of professional talent or the likeness of someone in the performance of the work envisioned. Typical uses for this language would be in contracts for the development of videos, public service announcements, and other promotional activities. The Contractor is responsible for securing a release as to liability, and as to the right to use the physical likeness, voice, or production thereof, for any professional talent supplied as a consequence of this Contract. 37. The Contractor shall comply with all applicable federal, state and local rules and regulations in providing services to the Department under this Contract. The Contractor acknowledges that this requirement includes compliance with all applicable federal, state and local health and safety rules and regulations. The Contractor further agrees to include this provision in all subcontracts issued as a result of this Contract. 38. This Contract represents the entire agreement of the parties. Any alterations, variations, changes, modifications or waivers of provisions of this Contract shall only be valid when they have been reduced to writing, duly signed by each of the parties hereto, and attached to the original of this Contract, unless otherwise provided herein. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 12 of 18 DEP 55-205 (07/2007)
    • IN WITNESS WHEREOF, the parties have caused this Contract to be duly executed, the day and year last written below. CONTRACTOR’S NAME STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION By:________________________________________ By:_________________________________________ (Contractor's Authorized Signatory*) Secretary or designee ___________________________________________ (Print Signatory’s Name and Title) Date:_______________________________________ Date:________________________________________ _________________________________________ DEP Contract Manager ___________________________________________ DEP Contracts Administrator Approved as to form and legality: ___________________________________________ DEP Attorney FEID No.:__________________ Contractor’s Remittance Address: ____________________________________________ (Address) ____________________________________________ (City, State and Zip Code) *For contracts with governmental boards/commissions: If someone other than the Chairman signs this Contract, a resolution, statement or other document authorizing that person to sign the Contract on behalf of the governmental board/commission must accompany the Contract. List of attachments/exhibits included as part of this Contract: Specify Letter/ Type Number Description (include number of pages) Attachment A Scope of Services (1 Page) Exhibit I Comptroller Contract Payment Requirements (1 Page) Exhibit II Truth -In-Negotiation Certificate (1 Page) Exhibit III Property Reporting Form (1 Page) Exhibit IV Property Reporting Form (1 Page) Note: The terms attachment and exhibit are sometimes interchangeable. It is recommended that the contract writer use one term or the other. Usually, an exhibit is embodied within an attachment. The Procurement Section recommends that DEP program areas use the term "Attachment" to refer to documents attached to a Contract. Page 13 of 18 DEP 55-205 (07/2007)
    • ATTACHMENT A Scope of Services The Scope of Services must be written in a very detailed manner to insure that the Department receives the services/deliverables for which payment is being provided. In any contract dispute, if the contract does not clearly set forth the expected services to be rendered, the court tends to judge against the maker of the contract. So be specific. Identify the services and deliverables/due dates in a clear, concise fashion. The following information must be included in this section of the Contract: -The cost of the services, method of payment and the invoice frequency. Note: 1. The Department has five (5) working days to inspect and approve services unless otherwise stated in the Contract. If more than five (5) working days are needed for review and approval of services, the stipulation must be included in this section of the Contract. 2. In any contract between state (Florida) agencies, including any contract involving the State University System or the State Community College System, the agency receiving the contract or grant moneys is limited to charging no more than 5 percent of the total cost of the contract or grant for overhead or indirect costs or any other costs not required for the payment of direct costs. To comply with Section 216.346, Florida Statutes, the following language should be included in any such contract with the funding details provided in your scope of services: "Pursuant to Section 216.346, F.S., it is understood and agreed that the amount of compensation under this Contract for the Contractor's indirect administrative or overhead expenses shall not exceed five percent (5%) of the total direct costs." -A provision dividing the contract into units of deliverables that must be received and accepted in writing by the Department Contract Manager prior to processing requests for payment, or a schedule of deliverables and an accounting of funds when payment is made in advance. Deliverables shall include, but not be limited to, reports, findings, or drafts. -A provision specifying the criteria or conditions under which the contractor is expected to perform and the final date by which such criteria must be met for completion of the Contract. Page 14 of 18 DEP 55-205 (07/2007)
    • Comptroller Contract Payment Requirements Department of Banking and Finance, Bureau of Auditing Manual (10/07/97) Cost Reimbursement Contracts Invoices for cost reimbursement contracts must be supported by an itemized listing of expenditures by category (salary, travel, expenses, etc.) Supporting documentation must be provided for each amount for which reimbursement is being claimed indicating that the item has been paid. Check numbers may be provided in lieu of copies of actual checks. Each piece of documentation should clearly reflect the dates of service. Only expenditures for categories in the approved contract budget should be reimbursed. Listed below are examples of types of documentation representing the minimum requirements: (1) Salaries: A payroll register or similar documentation should be submitted. The payroll register should show gross salary charges, fringe benefits, other deductions and net pay. If an individual for whom reimbursement is being claimed is paid by the hour, a document reflecting the hours worked times the rate of pay will be acceptable. (2) Fringe Benefits: Fringe Benefits should be supported by invoices showing the amount paid on behalf of the employee (e.g., insurance premiums paid). If the contract specifically states that fringe benefits will be based on a specified percentage rather than the actual cost of fringe benefits, then the calculation for the fringe benefits amount must be shown. Exception: Governmental entities are not required to provide check numbers or copies of checks for fringe benefits. (3) Travel: Reimbursement for travel must be in accordance with Section 112.061, Florida Statutes, which includes submission of the claim on the approved State travel voucher or electronic means. (4) Other direct costs: Reimbursement will be made based on paid invoices/receipts. If nonexpendable property is purchased using State funds, the contract should include a provision for the transfer of the property to the State when services are terminated. Documentation must be provided to show compliance with Department of Management Services Rule 60A-1.017, Florida Administrative Code, regarding the requirements for contracts which include services and that provide for the contractor to purchase tangible personal property as defined in Section 273.02, Florida Statutes, for subsequent transfer to the State. (5) In-house charges: Charges which may be of an internal nature (e.g., postage, copies, etc.) may be reimbursed on a usage log which shows the units times the rate being charged. The rates must be reasonable. (6) Indirect costs: If the contract specifies that indirect costs will be paid based on a specified rate, then the calculation should be shown. Pursuant to 216.346, Florida Statutes, a contract between state agencies including any contract involving the State University system or the State Community College system, the agency receiving the contract or grant moneys shall charge no more than 5 percent of the total cost of the contract or grant for overhead or indirect cost or any other cost not required for the payment of direct costs. Page 15 of 18 DEP 55-205 (07/2007)
    • DEP 55-219 (03-02) Page 16 of 18 DEP 55-205 (07/2007)
    • EXHIBIT II TRUTH-IN-NEGOTIATION CERTIFICATE I, ____________________________________, the ____________________________ (Name) (Title) of , hereby certify that wage rates and other (specify organization's name) factual unit costs supporting the compensation to be paid under DEP Contract No. _________, are accurate, complete, and current as of the date of execution of the above mentioned Contract. ______________________________ Company Name ______________________________ Company Address ______________________________ By: ___________________________ Title:__________________________ Date:____________________________ Page 17 of 18 DEP 55-205 (07/2007)
    • Exhibit III PROPERTY REPORTING FORM FOR DEP CONTRACT NO. XXX CONTRACTOR: List non-expendable equipment/personal property* costing $1,000 or more purchased under the above contract. Also list all upgrades* under this contract, costing $1,000 or more, of property previously purchased under a DEP contract (identify the property upgraded and the applicable DEP contract on a separate sheet). DEP USE ONLY DESCRIPTION SERIAL NO./COST** LOCATION/ADDRESS (PC) (LC) *Not including software. **Attach copy of invoice, bill of sale, or other documentation of purchase. CONTRACTOR: Contractor’s Project Manager: Date: BELOW FOR DEP USE ONLY DEP CONTRACT COMPLETE AND SIGN THIS SECTION AND SEND ORIGINAL DOCUMENTS WITH THE INVOICE FOR PAYMENT TO DEP MANAGER: FINANCE AND ACCOUNTING (MS#78); SEND COPIES TO THE DEP PROPERTY SECTION (MS#87). REFER TO DEP DIRECTIVE 320 FOR PROPERTY GUIDELINES. Organization Code: EO: Module: Grant No. Contract End Date: DEP Contract Manager Date: Signature: DEP FINANCE AND ACCOUNTING: Record above listed items as OCO, enter Voucher number below and forward a copy to DEP Property Management (MS#87). Page 1 of 1 Page 18 of 18 DEP 55-205 (07/2007)
    • DEP 55-211 (03-02) Page 19 of 18 DEP 55-205 (07/2007)
    • EXHIBIT IV PROPERTY REPORTING FORM FOR DEP CONTRACT NO. XXX (For Property With Grantee/Contractor Assigned Property Control Numbers) GRANTEE/CONTRACTOR: List non-expendable equipment/personal property* costing $1,000 or more purchased under the above Contract. Also list all upgrades* under this contract, costing $1,000 or more, of property previously purchased under a DEP contract (identify the property upgraded and the applicable DEP contract on a separate sheet). Complete the serial no./cost, location/address and property control number columns of this form. The Grantee/Contractor shall establish a unique identifier for tracking all personal property/equipment purchased under this Contract and shall report the inventory of said property, on an annual basis, to the Department’s Project Manager, by DEP Contract number, no later than January 31 st for each year this Contract is in effect. GRANTEE/CONTRACTOR DESCRIPTION SERIAL NO./COST** LOCATION/ADDRESS ASSIGNED PROPERTY CONTROL NUMBER *Not including software. **Attach copy of invoice, bill of sale, or other documentation to support purchase. GRANTEE/CONTRACTOR: Grantee's/Contractor’s Project Manager: Date: BELOW FOR DEP USE ONLY DEP CONTRACT MANAGER: MAINTAIN THIS DOCUMENT WITH A COPY OF THE INVOICES SUPPORTING THE COST OF EACH ITEM IDENTIFIED ABOVE IN YOUR CONTRACT FILE. IF THE CONTRACT IS A COST REIMBURSEMENT CONTRACT, MAKE SURE TO SEND INVOICES SUPPORTING THE COST OF THE ITEMS TO FINANCE AND ACCOUNTING FOR THE PROCESSING OF THE GRANTEE'S/CONTRACTOR'S INVOICE FOR PAYMENT. REFER TO DEP DIRECTIVE 320 FOR PROPERTY GUIDELINES. DEP Contract Manager Date: Signature: DEP FINANCE AND ACCOUNTING: No processing required by Finance & Accounting as the Grantee/Contractor is responsible for retaining ownership of the equipment/property upon satisfactory completion of the Contract. DEP PROPERTY MANAGEMENT: No processing required by the Property Management section as the Grantee/Contractor will retain ownership of the equipment/property upon satisfactory completion of the Contract. Page 20 of 18 DEP 55-205 (07/2007)
    • Page 21 of 18 DEP 55-205 (07/2007)