Event Center & Fairgrounds Design Services

DocuSign Envelope ID: C9E27CAE-9722-4E06-8C74-0346442403D4
FDACS CONTRACT#
30237
Florida Department of Agriculture and Consumer Services
Division of Administration
STATE FINANCIAL ASSISTANCE RECIPIENT AGREEMENT
WILTON SIMPSON
COMMISSIONER
9/7/2023
This AGREEMENT, made and entered into on _______________________,
by and between the FLORIDA DEPARTMENT OF AGRICULTURE AND CONSUMER
SERVICES, the DEPARTMENT, and LAKE COUNTY BOARD OF COUNTY
COMMISSIONERS, the RECIPIENT.
ARTICLE 1: TERM
1.1 Contract Period: From contract execution June 30, 2026.
1.2 Extension and Renewal.
1.2.1 Extension of a contract for contractual services shall
be in writing for a single period only not to exceed
six (6) months and shall be subject to the same terms
and conditions set forth in the initial contract.
There shall be only one extension of a contract unless
the failure to meet the criteria set forth in the
contract for completion of the contract is due to
events beyond the control of the RECIPIENT.
1.2.2 Contracts for commodities or contractual services may
be renewed on a yearly basis for no more than three
(3) years, or for a period no longer than the term of
the original contract, whichever period is longer.
Renewal of a contract for commodities or contractual
services shall be in writing and shall be subject to
the same terms and conditions set forth in the initial
contract. Renewals shall be contingent upon
satisfactory performance evaluations by the DEPARTMENT
and subject to the availability of funds. Renewal
costs may not be charged by the RECIPIENT. Exceptional
purchase contracts (single source and emergency
contracts) pursuant to Section 287.057(3)(a) and (c),
Florida Statutes, may not be renewed.
ARTICLE 2: SERVICES
2.1 Scope of Work. The RECIPIENT agrees to provide the following
commodities and/or services:
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Construction of the Lake County Agricultural Education and
Expo Center as outlined in Exhibit A, hereby incorporated and
attached hereto.
2.2 The Department of Management Services' designated United
Nations Standard Products and Services Code (UNSPSC) is:
72000000.
2.3 Deliverables. The RECIPIENT must provide the following
quantifiable, measurable and verifiable units of deliverables
which must be received and accepted in writing by the
contract manager before payment. These deliverables are
directly related to the Scope of Work specifying minimum
levels of service to be performed and criteria for evaluating
the successful completion of each deliverable.
Required deliverables include receipt of copies of the
executed architect/engineer and construction contracts;
receipt of a current Percentage of Completion Spreadsheet,
utilizing the form shown as Exhibit D, with each invoice
requesting reimbursement accompanied by documentation
substantiating the reimbursement amount and validated by
current Quarterly Expenditure Projections and Quarterly
Status Reports, utilizing the forms shown as Exhibits B and
C, respectively; and, upon project completion, receipt of
certification that the project is complete and lien-free.
2.4 Financial Consequences. Failure to meet the deliverables of
this AGREEMENT shall result in a financial consequence. The
RECIPIENT shall perform all deliverables within the time
frame established in this AGREEMENT. Invoices received for
services as stipulated in the scope of work without proper
supporting documentation and without the required contract
deliverables will result in a payment of $0 until
satisfactory documentation is accepted and approved by the
DEPARTMENT.
2.5 Department Services. The DEPARTMENT agrees to provide the
following services: Consultation as requested.
ARTICLE 3: COMPENSATION & EXPENSES
3.1 The DEPARTMENT will pay the RECIPIENT an amount not to exceed
$2,000,000 as follows: Up to three (3) months of foreseeable
expenses may be paid in advance upon written request at the
time of contract execution. Documentation for services
provided using advance payment must be received prior to
submission of the next invoice. The remaining amount will be
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paid in arrears upon receipt of detailed invoices outlining
services provided.
3.1.1 The DEPARTMENT may make partial payments to the
RECIPIENT upon partial delivery of services when a
request for such partial payment is made by the
RECIPIENT and approved by the DEPARTMENT.
3.2 Travel Expenses. Justified and reasonable travel expenses
which are directly and exclusively related to the services
rendered under this AGREEMENT will be reimbursed in
accordance with Section 112.061, Florida Statutes.
Authorization for travel expenses must be specified in this
AGREEMENT.
3.3 Invoices. Bills for services shall be submitted to the
DEPARTMENT in detail sufficient for a proper pre-audit and
post-audit thereof.
3.3.1 Section 215.422, Florida Statutes, provides that
agencies have five (5) working days to inspect and
approve goods and services, unless bid specifications
or the purchase order 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 40 days, measured from
the latter of the date the invoice is received or the
date the goods or services are received, inspected and
approved, a separate interest penalty set by the Chief
Financial Officer pursuant to Section 55.03, Florida
Statutes, will be due and payable in addition to the
invoice amount. To obtain the applicable interest
rate, please contact the Agency's Fiscal Section at
(850) 617-7200 or Purchasing Office at (850) 617-7181.
3.3.2 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 DEPARTMENT.
3.4 Transaction Fee. RECIPIENT shall be pre-qualified as meeting
mandatory requirements and qualifications and shall remit
fees pursuant to Section 287.057(22), F.S., and any rules
implementing Section 287.057, F.S.
3.5 Dispute Resolution. If a dispute over fees invoiced under
this AGREEMENT arises, the parties shall work to resolve the
dispute informally at first. Should the parties be unable to
resolve the dispute informally, the DEPARTMENT and RECIPIENT
shall participate in mandatory binding arbitration.
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3.5.1 Pursuant to Section 215.422(5), Florida Statutes, the
Department of Financial Services has established a Vendor
Ombudsman to act as an advocate for vendors. The Vendor
Ombudsman may be reached at (850) 413-5516 or by calling the
Department of Financial Services' Hotline, 1-877-693-5236.
3.6 Contingency. In accordance with Section 287.0582, Florida
Statutes, the DEPARTMENT's performance and obligation to pay
under this AGREEMENT is contingent upon an annual
appropriation by the Legislature. Payments under this
AGREEMENT are further subject to the approval of the State
Chief Financial Officer (Department of Financial Services).
ARTICLE 4: INTELLECTUAL PROPERTY
4.1 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 DEPARTMENT and may
be copyrighted, patented or otherwise restricted as provided
by Florida or federal law. Neither the RECIPIENT nor any
individual employed under this contract shall have any
proprietary interest in the product.
4.2 With respect to each deliverable that constitutes a work of
authorship within the subject matter and scope of U.S.
Copyright Law, 17 U.S.C. Sections 102-105, such work shall be
a "work for hire" as defined in 17 U.S.C. Section 101 and all
copyrights subsisting in such work for hire shall be owned
exclusively by the DEPARTMENT.
4.3 In the event it is determined as a matter of law that any
such work is not a "work for hire," RECIPIENT shall
immediately assign to the DEPARTMENT all copyrights
subsisting therein for the consideration set forth in the
contract and with no additional compensation.
4.4 The foregoing shall not apply to any preexisting software, or
other work of authorship used by RECIPIENT to create a
deliverable but which exists as work independent of the
deliverable, unless the preexisting software or work was
developed by RECIPIENT pursuant to a previous contract with
the DEPARTMENT or a purchase by the DEPARTMENT under a State
Term Contract.
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ARTICLE 5: ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND
COVENANTS
5.1 RECIPIENT acknowledges and agrees that any articles that are
the subject of, or required to carry out this AGREEMENT, in
accordance with Section 287.042, Florida Statutes, shall be
purchased from a nonprofit agency for the blind or for the
severely handicapped that is qualified pursuant to Chapter
413, Florida Statutes, in the same manner and under the same
procedures set forth in Section 413.036(1) and (2), Florida
Statutes; 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 the state
agency insofar as dealings with such qualified nonprofit
agency are concerned. Available products, pricing and
delivery information may be obtained by contacting: RESPECT
of Florida, 2475 Apalachee Parkway, Suite 205, Tallahassee,
Florida 32301-4946, telephone number (850) 942-3555 and fax
number (850) 942-7832.
5.2 RECIPIENT acknowledges and agrees that any articles which are
the subject of, or required to carry out this AGREEMENT, in
accordance with Section 287.095(3), Florida Statutes, shall
be purchased from the corporation identified under Chapter
946, Florida Statutes, in the same manner and under the same
procedures set forth in Section 946.515(2) and (4), Florida
Statutes; and for the 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 the
DEPARTMENT insofar as dealings with such corporation are
concerned. The "corporation identified" is Prison
Rehabilitative Industries and Diversified Enterprises,
Incorporated. Available products, pricing and delivery
schedules may be obtained by contacting: PRIDE Enterprises,
223 Morrison Road, Brandon, Florida 33511-4835, telephone
number (813) 324-8700.
5.3 RECIPIENT acknowledges and agrees that, pursuant to Section
287.133(2)(a), Florida Statutes, 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,
proposal, or reply on a contract to provide any goods or
services to a public entity; may not submit a bid, proposal,
or reply on a contract with a public entity for the
construction or repair of a public building or public work;
may not submit a bids, proposals, or replies 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
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not transact business with any public entity in excess of the
threshold amount provided in Section 287.017, Florida
Statutes, for CATEGORY TWO for a period of 36 months
following the date of being placed on the convicted vendor
list.
5.4 RECIPIENT acknowledges and agrees that, pursuant to Section
287.134(2)(a), Florida Statutes, an entity or affiliate who
has been placed on the discriminatory vendor list may not
submit a bid, proposal, or reply on a contract to provide any
goods or services to a public entity; may not submit a bid,
proposal, or reply on a contract with a public entity for the
construction or repair of a public building or public work;
may not submit bids, proposals, or replies 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.
5.5 RECIPIENT acknowledges and agrees that, pursuant to Section
287.137(2)(a), Florida Statutes, a person or an affiliate who
has been placed on the antitrust violator vendor list
following a conviction or being held civilly liable for an
antitrust violation may not submit a bid, proposal, or reply
for any new contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply for a
new contract with a public entity for the construction or
repair of a public building or public work; may not submit a
bid, proposal, or reply on new leases of real property to a
public entity; may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a
new contract with a public entity; and may not transact new
business with a public entity.
5.6 RECIPIENT acknowledges and agrees that the employment of
unauthorized aliens by any person or entity is considered a
violation of 8 U.S.C. 1324a. If the RECIPIENT knowingly
employs unauthorized aliens, such violation shall be cause
for unilateral cancellation of this AGREEMENT. RECIPIENT
avers that it is registered in the E-Verify system and
further agrees to comply with the provisions of Section
448.095(2), Florida Statutes during the term of the contract,
including receiving and maintaining required affidavits from
subcontractors.
5.7 RECIPIENT shall not discriminate on the basis of race, sex,
religion, color, national origin, age or disability and shall
comply with all applicable state and federal laws and
regulations related thereto, including without limitation,
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the Americans with Disabilities Act (42 USC 12101 et. Seq.);
Section 504 of the Rehabilitation Act of 1973 (29 USC 795);
and the Age Discrimination Act of 1975 (42 USC 6101-6107).
5.8 RECIPIENT shall comply with Section 20.055, Florida Statutes.
5.9 RECIPIENT represents and warrants that it has reviewed
Sections 215.4725, 287.135, F.S. and is not listed on either
the Scrutinized Companies that Boycott Israel List,
Scrutinized Companies with Activities in Sudan List or the
Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List. RECIPIENT further represents and warrants
that it does not have business operations in Cuba or Syria as
proscribed by Section 287.135, F.S. Failure to certify or
falsely certifying compliance with Sections 215.4725 and
287.135, F.S., may subject the RECIPIENT to civil penalties,
attorney's fees, and other penalties and consequences
provided for by law.
5.10 RECIPIENT represents and warrants that it shall comply with
the Federal Acquisition Regulation 52.204-25, prohibition on
contracting for certain telecommunications and video
surveillance services or equipment pursuant to the National
Defense Authorization Act. Failure to comply or if the
RECIPIENT knowingly provides funds to any entity prohibited
from receiving a contract or award pursuant to the Federal
Acquisition Regulation 52.204-25 shall be cause for
unilateral cancellation of this AGREEMENT. Subcontractors
shall be verified by RECIPIENT through the General Services
Administration (GSA) Federal Excluded Parties List:
https://sam.gov/SAM/.
ARTICLE 6: PUBLIC RECORDS
6.1 To the extent that RECIPIENT meets the definition of
"Contractor" under Section 119.0701, Florida Statutes, all
documents, including papers, letters, or any other record or
materials prepared pursuant to this AGREEMENT are subject to
Florida's Public Records Law. RECIPIENT must:
6.1.1 Keep and maintain public records required by the
DEPARTMENT to perform the service.
6.1.2 Upon request from the DEPARTMENT's custodian of public
records, provide the DEPARTMENT with a copy of the
requested records or allow the records to be inspected
or copied within a reasonable time at a cost that does
not exceed the cost provided in Chapter 119, Florida
Statutes, or as otherwise provided by law.
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6.1.3 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 period and
following completion or termination of the contract if
the RECIPIENT does not transfer the records to the
DEPARTMENT.
6.1.4 Upon completion or termination of the contract,
transfer, at no cost, to the DEPARTMENT all public
records in possession of the RECIPIENT or keep and
maintain public records required by the DEPARTMENT to
perform the service. If the RECIPIENT transfers all
public records to the DEPARTMENT upon completion or
termination of the contract, the RECIPIENT shall
destroy any duplicate public records that are exempt
or confidential and exempt from public records
disclosure requirements. If the RECIPIENT keeps and
maintains public records upon completion or
termination of the contract, the RECIPIENT shall meet
all applicable requirements for retaining public
records. All records stored electronically must be
provided to the DEPARTMENT, upon request from the
DEPARTMENT's custodian of public records, in a format
that is compatible with the information technology
systems of the DEPARTMENT.
6.2 The DEPARTMENT shall have the right of unilateral
cancellation for refusal by the RECIPIENT to allow public
access to all documents, papers, letters or other material
made or received by the RECIPIENT in conjunction with the
contract, unless the records are exempt from s. 24(a) of
Article I of the State Constitution and s. 119.07(1), Florida
Statutes.
6.3 Nothing in this Article shall be considered a waiver of the
provisions of Section 119.0701, Florida Statutes.
IF THE RECIPIENT HAS ANY QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
RECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS:
OFFICE OF GENERAL COUNSEL
407 SOUTH CALHOUN STREET, SUITE 520
TALLAHASSEE, FL 32399
PHONE: (850) 245-1000
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EMAIL: PRCUSTODIAN@FDACS.GOV
ARTICLE 7: TERMINATION
7.1 For Convenience. The DEPARTMENT may terminate this AGREEMENT
in whole or in part for its convenience by giving at least
fifteen (15) days written notice by electronic or registered
mail to the RECIPIENT, specifying the effective date of
termination.
7.2 For Cause. The DEPARTMENT may terminate this AGREEMENT for
cause; provided, however, no right of default shall accrue
until thirty (30) days after the defaulting party is notified
in writing of the reason(s) for termination and has failed to
cure or give adequate assurances of performance within the
thirty (30) day period after notice of termination.
7.2.1 For cause termination shall be defined as default,
breach or failure of the RECIPIENT to fulfill any of
its obligations hereunder.
7.2.2 Opportunity to cure. Prior to the exercise of any
remedy provided for herein, the DEPARTMENT shall
provide thirty (30) calendar days written notice of
default and shall provide the RECIPIENT the
opportunity to cure such failure or default within
said thirty (30) day period. Upon the failure or
inability to cure, the DEPARTMENT shall have all
rights and remedies provided at law or in equity,
including without limitation the following: (i)
temporarily withhold cash payments pending correction
of the deficiency by the RECIPIENT; (ii)disallow all
or part of the cost of the services not in compliance;
and/or (iii)wholly or partly suspend or terminate this
contract.
7.3. Obligations of parties upon termination.
7.3.1. The DEPARTMENT shall pay and/or reimburse RECIPIENT
for services satisfactorily completed in accordance
with the terms and conditions outlined herein, subject
to any damages sustained by the DEPARTMENT. Upon the
effective date of termination, the DEPARTMENT shall
have no further obligation to make any payments, other
than that which became due prior to the effective date
of termination or during the notice period.
7.3.2. The RECIPIENT shall:
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7.3.2.1. Stop all work, make no further changes to
completed work, and place no further orders
related to this AGREEMENT, except that which
may be needed to wind-down the contract or
may be directed by the DEPARTMENT during the
notice period.
7.3.2.2. Furnish notice of termination to any and all
immediate subcontractors, suppliers,
licensors or partners that may be affected
by this termination.
7.3.2.3. Take actions necessary, or that the
DEPARTMENT may direct, for the protection
and preservation of the work produced under
this AGREEMENT.
7.3.2.4. Return and deliver to the DEPARTMENT its
property and/or inventoried items in the
possession of contractor and/or its
employees or subcontractors.
7.3.2.5. Disclose, transfer and assign to the
DEPARTMENT all the rights, titles, and
interests in licenses, copyrighted or
patented work, as well as anything
whatsoever constituting intellectual
property produced within the subject matter
and scope of this AGREEMENT.
7.3.2.6. Not be entitled to recover any cancellation
charges or lost profits.
7.4. Force Majeure. If either party fails to fulfill its
obligations hereunder, when such failure is due to an act of
God, or other circumstances beyond its reasonable control,
including but not limited to fire, flood, civil commotion,
riot, war (declared and undeclared), revolution, or
embargoes, then said failure shall be excused for the
duration of such event and for such a time thereafter as is
reasonable to enable the parties to resume performance under
this AGREEMENT.
7.4.1. Upon occurrence of a Force Majeure Event, the
nonperforming party shall promptly notify the other
party of occurrence of that Force Majeure Event, its
effect on performance and its anticipated duration.
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