AGREEMENT FOR SERVICES

THIS AGREEMENT FOR SERVICES (“Agreement”) made and entered into this __ day of (Month)  (Year), by and between _________________________ (“Contractor”), having principal offices at ____________________ ; and the FLORIDA DEPARTMENT OF EDUCATION (“Department”), having principal offices at Turlington Building, Suite ____ , 325 West Gaines Street, Tallahassee, Florida 32399-0400.

WHEREAS, the Department/Program Area? is hosting a conference at ____ on _______; and

WHEREAS, the Department and Contractor have agreed for Contractor to speak at the conference in accordance with the terms and conditions described herein;

NOW, THEREFORE, in consideration of the mutual representations and covenants contained herein, the parties agree as follows:

The recitals are true and correct and are incorporated herein by reference.

Contractor’s Responsibilities. Contractor shall deliver a presentation capturing the title “________________________________” at the conference. The presentation shall last [insert amount of time ].

Department Responsibilities. Department shall be responsible for duplication and costs thereof relating to any handouts and/or support materials provided by Contractor. Handouts/materials for duplication will be provided to the Department at least 7 days prior to the date of Contractor’s presentation.

Add other responsibilities as agreed upon by the parties

Department shall pay Contractor ________ dollars ($ ) for the services provided pursuant to this agreement. Payment shall be made in a manner mutually agreeable to the parties in compliance with applicable laws, rules and regulations. The Deliverables specified in the Agreement must be received and accepted in writing by the Department’s contract manager (the person identified in section 7 below) before Contractor is entitled to payment.

Clarify if need be.

Contractor shall indemnify and hold harmless the Department, 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 Agreement. The indemnification shall include reasonable attorney fees and costs incurred by the Department, its attorneys, agents and employees, in the defense of any such claim, suits or causes of action, as aforesaid.

Both parties recognize that the Florida Legislature has waived sovereign immunity for liability for torts, but only to the extent specified in § 768.28, F.S.

Term. This Agreement shall be in effect from the date hereof and shall terminate when Contractor has completed the duties described in the scope of work. This Agreement is not renewable. This Agreement may be cancelled by written agreement of the Department and the Contractor specifically referencing this Agreement. Such agreement shall specify the remaining measures necessary to be taken by each party.

Termination Based on Breach. The Department may terminate the Agreement if the Contractor fails to (1) deliver the product within the time specified in the Contract or any extension, (2) maintain adequate progress, thus endangering performance of the Contract, (3) honor any term of the Agreement, or (4) abide by any statutory, regulatory, or licensing requirement. The Contractor shall continue work on any work not terminated. If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Department. The rights and remedies of the Department in this clause are in addition to any other rights and remedies provided by law or under the Agreement.

Termination Based on Convenience. The Department, by written notice to the Contractor, may terminate the Agreement in whole or in part when the Department determines in its sole discretion that it is in the State’s interest to do so. The Contractor shall not furnish any product after it receives the notice of termination, except as necessary to complete the continued portion of the Agreement, if any. The Contractor shall not be entitled to recover any cancellation charges or lost profits.

Other Termination. The employment of unauthorized aliens by any contractor is considered a violation for § 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 Agreement.

If Contractor terminates this Agreement or if the Department terminates this Agreement for breach, Contractor shall not receive any payment for any services. Furthermore, Contractor will be liable for difference in the increased cost, if any, the Department would incur for similar services from another person.

Under no event shall the Department be required to pay Contractor any fees should this Agreement be terminated for any reason.

THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN ENTERED INTO IN THE STATE OF FLORIDA, UNITED STATES OF AMERICA, AND SHALL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA AND THE UNITED STATES APPLICABLE TO AGREEMENTS EXECUTED AND TO BE FULLY PERFORMED THEREIN. VENUE FOR PURPOSES OF ANY ACTION BROUGHT TO ENFORCE OR CONSTRUE THIS AGREEMENT SHALL LIE IN LEON COUNTY, FLORIDA.

Notice and Service. All notices or requests, including communications and statements which are required or permitted under the terms of this Agreement, shall be in writing and shall be sent by recognized commercial overnight courier, or mailed by United States registered or certified mail or facsimile. Notices shall be effective upon receipt.

Notices shall be sent to the parties at the following addresses:

For Department:    Florida Department of Education

(Name)

(Title)

(Room #) Turlington Building

325 West Gaines Street

Tallahassee, FL 32399-0400

Phone:

Fax:

For Contractor:    Fill in same as above .  

Captions. All indices, titles, subject headings, section titles and similar items contained in this Agreement are provided for the purpose of reference and convenience only and are not intended to be inclusive, definitive or to affect the meaning, content or scope of this Agreement.

Binding Agreement; Assignments. Neither party shall assign this Agreement or any of the rights hereunder or assign or delegate any of the obligations hereunder, without the prior written consent of the other.

No Exclusive Remedy. Except as set forth herein, all remedies, rights and obligations contained in this Agreement shall be cumulative and none of them shall limit or preclude any remedy or right available under this Agreement or at law or in equity.

Public Records. Article 1, section 24, Florida Constitution, guarantees every person access to all public records, and Section 119.011, F.S., provides a broad definition of public record. As such, documents related to this Agreement are public records unless exempt by law. Any claim that Contractor’s documents contain information that is exempt from the public records law shall clearly segregate and mark that information and provide the specific statutory citation for such exemption.

Various Provisions. Pursuant to § 287.058(1), 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 Agreement. Bills for any travel expenses shall be submitted in accordance with § 112.061, F.S.; (c) the Department may unilaterally cancel this Agreement 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 Agreement that are subject to Chapter 119, F.S., and are not exempt from public inspection by § 119.07(3), F.S., or by other provisions of general or special law; (d) the Deliverables specified in the Agreement must be received and accepted in writing by the Department’s contract manager before Contractor is entitled to payment; and (e) to complete this Agreement, all services must be performed and/or goods received on or before the date(s) specified in the Agreement.

Request for Payment. 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 knowledge of the responsible signatory. A violation of this provision shall subject the violator to the provisions of § 68.082, F.S., pertaining to false claims against the State, and/or § 837.06, F.S., pertaining to false official statements.

Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter thereof and supersedes any and all other agreements, written or oral, that the parties heretofore may have held with respect to the subject matters herein. No amendment, modification or waiver of the terms of this Agreement shall be binding unless reduced to writing and signed by both parties.

Copyrights. The Contractor further warrants that as to each deliverable provided pursuant to this Agreement, Contractor’s production of the deliverable, and the Department’s use of the deliverable, will not infringe upon the copyrights of any third party. This provision applies to each work of authorship in which copyrights subsist pursuant to 17 U.S.C § 102-105 and to each exclusive right established in 17 U.S.C. § 106. In furtherance of this provision, Contractor additionally warrants that 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.

Lobbying. Pursuant to § 216.347, F.S., no funds paid under this Agreement may be used for the purpose of lobbying the Legislature, the judicial branch, or a State agency.

Insurance. 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 Department as an additional insured on the general liability coverage. The insurance shall cover all of the Contractor’s operations under this Agreement and shall be effective throughout the Term of this Agreement. 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 Agreement. A Certificate of Insurance indicating adequate coverage shall be submitted to the Department prior to the time the Agreement is entered. Any and all insurance policies shall be through insurers qualified to do business in Florida.

Access. The Contractor shall grant access to all records pertaining to the Contract to the Department’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. The Contractor shall permit onsite access visits by designated Department employees or agents to conduct audits to ensure compliance with § 20.055, F.S. These audits may require Department access to records and data, computers or 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.

Severability. In the event any provision of this Agreement (or portion thereof) is determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision shall be deemed to have been deleted from this Agreement, while the remainder of this Agreement shall remain in full force and effect according to its terms.

Assignment. The Contractor shall not assign or subcontract all or any portion of this Agreement without the advance written consent of the Department.

Default. Failure of the Department to declare any default immediately upon the occurrence or knowledge thereof, or delay in taking action in connection therewith, does not waive such default. The Department shall have the right to declare any such default at any time and take such action as might be lawful or authorized under the Agreement, at law, or in equity. No Department waiver of any term, provision, condition or covenant of the Agreement shall be deemed to imply or constitute a further Department waiver of any other term, provision, condition or covenant of the Agreement and no payment by the Department shall be deemed a waiver of any default under the Agreement.

Miscellaneous. The Department and the contractor waiver application of the principle of contract construction that ambiguities are to be construed against a contract’s drafter, and agree that this Agreement is their joint product. The Department and the Contractor agree that they have had their respective attorneys review and approve this Agreement or that they have had the opportunity to do so. Time is of the essence with regard to each and every obligation of the Contractor contained in the Agreement. 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.

Force Majeure. The Contractor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor’s control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is not reasonably foreseeable, within five (5) days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING SHALL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an extension of time, shall be asserted against the Department. The Contractor shall not be entitled to an increase in the Agreement price or payment of any kind from the Customer for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Agreement to the State or to the Department, in which case the Department may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to products subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Agreement quantity, or (3) terminate the Agreement in whole or in part.   

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the day and year below stated.

EDUCATION:

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