HomeMy WebLinkAbout2024 Microsoft OfficeDocuSign Envelope ID: B6E1151C-1F5A-4494-A227-2EDAOFCA6D54
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Department of
MANAGEMENT
SERVICES ,j
We serve those who serve Florida
Alternate Contract Source (ACS)
No. 43230000-23-NASPO-ACS
For
Software Value Added Reseller
This Alternate Contract Source No. 43230000-23-NASPO-ACS Software Value Added Reseller
(Contract), is between the Department of Management Services (Department), an agency of the
State of Florida (State), located at 4050 Esplanade Way, Tallahassee, FL 32399 and SHI
International Corp. (Contractor), located at 290 Davidson Avenue, Somerset, NJ 08873
collectively referred to herein as the "Parties."
WHEREAS, the Department is authorized by section 287.042(16), Florida Statutes:
To evaluate contracts let by the Federal Government, another state, or a political subdivision for
the provision of commodities and contract services, and, if it is determined by the Secretary of the
Department of Management Services in writing to be cost-effective and the best value to the state,
to enter into a written agreement authorizing an agency to make purchases under such contract;
WHEREAS, the State of Arizona competitively procured Software Value Added Reseller services
and executed Contract No. CTR060028, Software Value -Added Reseller (Master Contract), with
the Contractor;
WHEREAS, the Secretary evaluated the Master Contract and determined that use of the Master
Contract is cost-effective and the best value to the state.
NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Term and Effective Date.
The Master Contract became effective April 25, 2022, and its term currently ends on April 24,
2027. The Master Contract has two (2) one-year renewals available. The Contract will become
effective on April 1, 2023, or on the date signed by all Parties, whichever is later. The Contract
will expire on April 24, 2027, unless terminated earlier or renewed in accordance with Exhibit
A, Special Contract Conditions.
2. Scope
This Contract includes the entire scope of the products and services available through the
Master Contract, for which the Contractor is acting as a reseller for the software and services
provided by the applicable software publishers. The Contractor is authorized through the
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DocuSign Envelope ID: B6E1151C-1F5A-4494-A227-2EDAOFCA6D54
Alternate Contract Source (ACS)
No. 43230000-23-NASPO-ACS
For
Software Value Added Reseller
Master Contract to act as a reseller for the software and services provided by the software
publishers in Category I — General software and Category II — Microsoft -only software.
3. Order of Precedence.
This Contract document and the attached exhibits constitute the Contract and the entire
understanding of the Parties. Exhibits A, B, and C, and this Contract document constitute
the Participating Addendum to the Master Contract and modify or supplement the terms
and conditions of the Master Contract. All exhibits listed below are incorporated by reference
into, and form part of, this Contract. In the event of a conflict, the following order of precedence
shall apply:
a) This Contract document
b) Exhibit A: Additional Special Contract Conditions
c) Exhibit B: Special Contract Conditions
d) Exhibit C: Price Sheet
e) Exhibit D: Master Contract (including any amendments made prior to the effective date
of this Contract and any subsequent amendments added to this Contract in accordance
with the Modifications Section listed below)
Where the laws and regulations of a state other than the State of Florida are cited or
referenced in the Master Contract, such citation or reference shall be replaced by the
comparable Florida law or regulation.
4. Purchases off this Contract.
Upon execution of this Contract, agencies, as defined in section 287.012, Florida Statutes,
may purchase products and services under this Contract. Any entity making a purchase off of
this Contract acknowledges and agrees to be bound by the terms and conditions of this
Contract. The Contractor shall adhere to the mutually agreed upon terms and conditions
included in any contract or purchase orders issued pursuant to this Contract.
5. Primary Contacts.
Department's Contract Manager:
Evan McLaughlin
Division of State Purchasing
Florida Department of Management Services
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
Telephone:850-487-9847
Email: evan.mclaughlin@dms.fl.gov
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DocuSign Envelope ID: B6E1151C-1F5A4494-A227-2EDAOFCA6D54
Alternate Contract Source (ACS)
No. 43230000-23-NAS PO-ACS
For
Software Value Added Reseller
Contractor's Contract Manager:
Kristina Mann
Senior Manager - Contracts
SHI International Corp.
290 Davidson Avenue
Somerset, NJ 08873
Telephone: 888-764-8888
Email: Kristina_Mann@SHI.com
6. SVAR Requirements.
The Contractor shall provide Customers with any requested information pertaining to
accessible electronic information and information technology products to assist the
Customer's compliance with Chapter 282, F.S. and rules promulgated therefrom, including
Rule Chapter 60-8, Florida Administrative Code.
7. Modifications.
Any amendments to this Contract must be in writing and signed by the Parties. If amendments
are made to the Master Contract after the effective date of this Contract, the Contractor shall:
1) notify the Department of such amendments; and 2) provided the Department is amenable
to incorporating the amendments into this Contract, enter into a written amendment with the
Department reflecting the addition of such amendments to this Contract.
IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their
duly authorized undersigned officials.
SHI INTERNATIONAL CORP.
Dxu9lpned Ey:
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Kristina Mann
Sr. Manager -Contracts
DEPARTMENT OF MANAGEMENT SERVICES
IP
DocuSipnetl by:
JX6 QLLw1.jt,
Pedro Allende
Secretary
Date: 4/6/2023 1 9:48 AM EDT Date: 4/12/2023 1 9:10 PM EDT
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DocuSign Envelope ID: B6E1151C-1F5A-4494-A227-2EDAOFCA6D54
SERVICES
11 We serve those who serve Florida
ADDITIONAL SPECIAL CONTRACT CONDITIONS
The Contractor and agencies, as defined in section 287.012, Florida Statutes acknowledge and
agree to be bound by the terms and conditions of the Master Contract except as otherwise
specified in the Contract, which includes the Special Contract Conditions and these Additional
Special Contract Conditions.
A. Orders: Contractor must be able to accept the State of Florida Purchasing Card and
MyFloridaMarketPlace (MFMP) purchase orders.
B. Contractor and Subcontractors, Affiliates, Partners, Resellers, Distributors, and Dealers:
By execution of a Contract, the Contractor acknowledges that it will not be released of its
contractual obligations to the Department or state agencies because of any failure of an
affiliate, partner, subcontractor, reseller, distributor, or dealer. The Contractor is
responsible for ensuring that its affiliates, partners, subcontractors, resellers, distributors,
and dealers providing commodities and performing services in furtherance of the Contract
do so in compliance with the terms and conditions of the Contract. The Contractor is fully
responsible for satisfactory completion of all work performed under the Contract.
C. Preferred Pricing Affidavit: It is the responsibility of the Contractor to provide a completed
Preferred Pricing Affidavit upon Contract execution and annually thereafter throughout the
Contract term in accordance with the Special Contract Conditions.
D. Purchases Prerequisites: Contractor must ensure that entities receiving payment directly
from Customers under this Contract must have met the following requirements:
• Have an active registration with the Florida Department of State, Division of
Corporations (www.sunbiz.oro), or, if exempt from the registration requirements,
provide the Department with the basis for such exemption.
• Be registered in the MFMP Vendor Information Portal (httos://vendor.
mvfloridamarketDlace.com).
• Have a current W-9 filed with the Florida Department of Financial Services
(httos://fivendor. mvfloridacfo.com)
E. Punchout Catalog and Electronic Invoicing.
The Contractor is encouraged to provide a MFMP punchout catalog. The punchout catalog
provides an alternative mechanism for suppliers to offer the State access to Products
awarded under the Contract. The punchout catalog also allows for direct communication
between the MFMP eProcurement System and a supplier's Enterprise Resource Planning
(ERP) system, which can reflect real-time Product inventory/availability information.
Through utilization of the punchout catalog model, a Florida buyer will "punch out" to a
supplier's website. Using the search tools on the supplier's Florida punchout catalog site,
the user selects the desired Products. When complete, the user exits the supplier's
DocuSign Envelope ID: B6E1151C-7F5A-4494-A227-2EDAOFCA6D54
punchout catalog site and the shopping cart (full of Products) is "brought back" to MFMP.
No orders are sent to a supplier when the user exits the supplier's punchout catalog site.
Instead, the chosen Products are "brought back" to MFMP as line items in a purchase
order. The user can then proceed through the normal workflow steps, which may include
adding/editing the Products (i.e., line items) in the purchase order. An order is not
submitted to a supplier until the user approves and submits the purchase order, at which
point the supplier receives an email with the order details.
The Contractor may supply electronic invoices in lieu of paper -based invoices for those
transactions processed through MFMP. Electronic invoices may be submitted to the
agency through one of the mechanisms as listed below:
1) EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set (810) for use
within the context of an Electronic Data Interchange (EDI) environment. This transaction
set can be used for invoicing via the Ariba Network (AN) for catalog and non -catalog
goods and services.
2) PO Flip via AN
This online process allows Contractors to submit invoices via the AN for catalog and
non -catalog goods and services. Contractors have the ability to create an invoice directly
from their inbox in their AN account by simply "flipping" the PO into an invoice. This
option does not require any special software or technical capabilities.
For the purpose of this section, the Contractor warrants and represents that it is
authorized and empowered to and hereby grants the State and the third -party provider of
MFMP, a State contractor, the right and license to use, reproduce, transmit, distribute,
and publicly display within MFMP. In addition, the Contractor warrants and represents
that it is authorized and empowered to and hereby grants the State and the third -party
provider the right and license to reproduce and display within MFMP the Contractor's
trademarks, system marks, logos, trade dress, or other branding designation that
identifies the products made available by the Contractor under the Contract.
F. Contract Reporting: The Contractor shall provide the Department the following accurate
and complete reports associated with this Contract.
1) Contract Quarterly Sales Reports. The Contractor shall submit complete Quarterly
Sales Reports to the Department's Contract Manager within 30 calendar days after
the close of each State fiscal quarter (the State's fiscal quarters close on September
30, December 31, March 31, and June 30).
Reports must be submitted in MS Excel using the DMS Quarterly Sales Report Format,
which can be accessed at httos://www.dms.mvnorida.com/business oDerations/
state ourchasinc/vendor resources/ouarterly sales report format. Initiation and
submission of the most recent version of the Quarterly Sales Report posted on the
DMS website is the responsibility of the Contractor without prompting or notification
from the Department's Contract Manager. If no orders are received during the quarter,
the Contractor must email the DMS Contract Manager confirming there was no activity.
2) Certified and Minority Business Enterprises Reports. Upon Customer request, the
Contractor shall report to each Customer spend with certified and other minority
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021)
DocuSign Envelope ID: B6E1151C-1F5A-4494-A227-2EDAOFCA6D54
business enterprises in the provision of commodities or services related to the
Customer orders. These reports shall include the period covered; the name, minority
code, and Federal Employer Identification Number of each minority business
enterprise utilized during the period; commodities and services provided by the
minority business enterprise; and the amount paid to each minority business
enterprise on behalf of the Customer.
3) Ad Hoc Sales Reports. The Department may require additional Contract sales
information such as copies of purchase orders or ad hoc sales reports. The Contractor
shall submit these documents and reports in the format acceptable to the Department
and within the timeframe specified by the Department.
4) MFMP Transaction Fee Reports. The Contractor shall submit complete monthly MFMP
Transaction Fee Reports to the Department. Reports are due 15 calendar days after
the end of each month. Information on how to submit MFMP Transaction Fee Reports
online can be located at hftDs://www.dms.mvflorida.com/business operations/state
Durchasino/mvfloridamarketDlace/mfmD vendors/transaction fee and reoortinc.
Assistance with transaction fee reporting is also available by email at
feeorocessinana mvfloridamarketolace.com or telephone at 866-FIA-EPRO (866-352-
3776) from 8:00 a.m. to 6:00 p.m. Eastern Time.
G. Financial Consequences: The Department or Customer, where applicable, reserves the
right to impose financial consequences when the Contractor fails to comply with the
requirements of the Contract. The following financial consequences will apply for the
Contractor's non-performance under the Contract. The Customer and the Contractor may
agree to add additional Financial Consequences on an as -needed basis beyond those
stated herein to apply to that Customer's resultant contract or purchase order. The State
of Florida reserves the right to withhold payment or implement other appropriate remedies,
such as Contract termination or nonrenewal, when the Contractor has failed to comply with
the provisions of the Contract. The Contractor and the Department agree that financial
consequences for non-performance are an estimate of damages which are difficult to
ascertain and are not penalties.
The financial consequences below will be paid and received by the Department of
Management Services within 30 calendar days from the due date specified by the
Department. These financial consequences below are individually assessed for failures
over each target period beginning with the first full month or quarter of the Contract
performance and every month or quarter, respectively, thereafter.
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021)
DocuSign Envelope ID: B6E1151C-1F5A-4494-A227-2EDAOFCA6D54
Deliverable
Contractor will
timely submit
complete Quarterly
Sales Reports
Contractor will
timely submit
complete MFMP
Transaction Fee
Reports
Contractor will
provide timely
acknowledgement
and responses to
Customer Inquiries
Financial Consequences Chart
Performance
Metric
All Quarterly
Sales Reports
will be submitted
timely with the
required
information
All MFMP
Transaction Fee
Reports will be
submitted timely
with the required
information
All Customer
inquiries will be
acknowledged
and responded to
timely
Performance
Due Date
Completed
reports are due
on or before the
301 calendar day
after the close of
each State fiscal
quarter
Completed
reports are due
on or before the
151 calendar day
after the end of
each month
• Initial
responses to
Customer
inquiries are
due within 1
business day
• If the
Contractor's
initial response
does not
resolve the
Customer
inquiry, a
follow-up
response to
the inquiry is
due to
Customer no
later than 3
business days
following the
initial response
until inquiry is
resolved,
unless
otherwise
agreed upon
by Customer
and
Contractor.
Financial Consequence for
Non-Performance/Not
Received by the Contract
Manager
$250 per day late
$100 per day late
$150 per occurrence
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021)
DocuSign Envelope ID: B6E1151C-1F5A-4494-A227-2EDAOFCA6D54
Deliverable
Performance
Performance
Metric
Due Date
Contractor will
All Customer
Invoices are
provide timely and
invoices will be
due to be
accurate invoicing
provided timely
submitted to
to Customers
and accurately
Customers no
upon Customer
later than 30
acceptance of
calendar days
delivery
after Customer
acceptance.
o Invoices
requiring
correction are
due to be
resubmitted to
Customers
within 30
calendar days
after notification
of inaccurate
invoice.
Financial Consequence for
Non -Performance /Not
Received by the Contract
Manaqer
$100 per calendar day late up
to $1,000
No favorable action will be considered when Contractor has outstanding Contract
Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other
documentation owed to the Department or Customer, to include fees / monies, that
is required under this Contract.
H. Business Review Meetings: Both the Department and Customer reserve the right to
schedule business review meetings, which the Contractor may attend remotely. The
Department or Customer may specify the format or agenda for the meeting. At a minimum,
the Business Review Meeting may include the following topics:
a. Contract compliance
b. Contract savings (in dollar amount and cost avoidance)
c. Spend reports by Customer
d. Recommendations for improved compliance and performance
I. Special Contract Conditions revisions: the corresponding subsections of the Special
Contract Conditions referenced below are replaced in their entirety with the following:
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021)
DocuSign Envelope ID: 86E1151C-1F5A-4494-A227-2EDAOFCA6D54
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in whole
or in part only as set forth in the Contract documents, and in accordance with section
287.057(14), F.S.
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to Section 287.057(24),
F.S., all payments shall be assessed a Transaction Fee of one percent (1.0%), or as may
otherwise be established by law, which the vendor shall pay to the State.
For payments within the State accounting system (FLAIR or its successor), the Transaction Fee
shall, when possible, be automatically deducted from payments to the vendor. If automatic
deduction is not possible, the vendor shall pay the Transaction Fee pursuant to subsection 60A-
1.031(2), F.A.C. By submission of these reports and corresponding payments, vendor certifies
their correctness. All such reports and payments shall be subject to audit by the State or its
designee.
The vendor shall receive a credit for any Transaction Fee paid by the vendor for the purchase of
any item(s) if such item(s) are returned to the vendor through no fault, act, or omission of the
vendor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is
rejected or returned, or declined, due to the vendor's failure to perform or comply with
specifications or requirements of the agreement.
Vendors will submit anymonthly reports required pursuant to the rule. All such reports and
payments will be subject to audit. Failure to comply with the payment of the Transaction
Fees or submission of required reporting of transactions shall constitute grounds for
declaring the Vendor in default.
5.1 Conduct of Business.
The Contractor must comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable to the conduct of its business, including those of federal,
state, and local agencies having jurisdiction and authority. For example, the Contractor must
comply with section 274A of the Immigration and Nationality Act, the Americans with
Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all
prohibitions against discrimination on the basis of race, religion, sex, creed, national origin,
handicap, marital status, or veteran's status. The provisions of subparagraphs 287.058(1)(a)-
(c) and (g), F.S., are hereby incorporated by reference.
Nothing contained within this Contract shall be construed to prohibit the Contractor from
disclosing information relevant to performance of the Contract or purchase order to members
or staff of the Florida Senate or Florida House of Representatives.
Pursuant to section 287.057(26), F.S., the Contractor shall answer all questions of, and
ensure a representative will be available to, a continuing oversight team.
The Contractor will comply with all applicable disclosure requirements set forth in section
286.101, F.S. In the event the Department of Financial Services issues the Contractor a final
order determining a third or subsequent violation pursuant to section 286.101(7)(c), F.S., the
Contractor shall immediately notify the Department and applicable Customers and shall be
disqualified from Contract eligibility.
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021)
DocuSign Envelope ID: B6E1151C-1F5A-4494-A227-2EDAOFCA6D54
5.4 Convicted, Discriminatory, Antitrust Violator, and Suspended Vendor Lists.
In accordance with sections 287.133, 287.134, and 287.137, F.S., the Contractor is hereby
informed of the provisions of sections 287.133(2)(a), 287.134(2)(a), and 287.137(2)(a), F.S.
For purposes of this Contract, a person or affiliate who is on the Convicted Vendor List, the
Discriminatory Vendor List, or the Antitrust Violator Vendor List may not perform work as a
contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must
notify the Department if it or any of its suppliers, subcontractors, or consultants have been
placed on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator
Vendor List during the term of the Contract.
In accordance with section 287.1351, F.S., a vendor placed on the Suspended Vendor List
may not enter into or renew a contract to provide any goods or services to an agency after its
placement on the Suspended Vendor List.
A firm or individual placed on the Suspended Vendor List pursuant to section 287.1351, F.S.,
the Convicted Vendor List pursuant to section 287.133, F.S., the Antitrust Violator Vendor List
pursuant to section 287.137, F.S., or the Discriminatory Vendor List pursuant to section
287.134, F.S., is immediately disqualified from Contract eligibility.
5.6 Cooperation with Inspector General and Records Retention.
Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its duty
to cooperate with the Inspector General in any investigation, audit, inspection, review, or
hearing. Upon request of the Inspector General or any other authorized State official, the
Contractor must provide any information the Inspector General deems relevant. Such
information may include, but will not be limited to, the Contractor's business or financial
records, documents, or files of any type or form that refer to or relate to the Contract. The
Contractorwill retain such records for the longer of five years after the expiration ortermination
of the Contract, or the period required by the General Records Schedules maintained by the
Florida Department of State, at the Department of State's Records Management website. The
Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation
incurred by the Inspector General or other authorized State of Florida official for investigations
of the Contractor's compliance with the terms of this or any other agreement between the
Contractor and the State of Florida which results in the suspension or debarment of the
Contractor. Such costs will include but will not be limited to: salaries of investigators, including
overtime; travel and lodging expenses; and expert witness and documentary fees. The
Contractor agrees to impose the same obligations to cooperate with the Inspector General
and retain records on any subcontractors used to provide goods or services under the
Contract.
7.5 Indemnification.
To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and
hold the Customer and the State of Florida, its officers, employees, and agents harmless
from all third party fines, claims, assessments, suits, judgments, or damages, including
consequential, special, indirect, and punitive damages, including court costs and attorney's
fees, arising from or relating to violation or infringement of a trademark, copyright, patent,
trade secret, or intellectual property right or to the extent caused by any acts, actions,
breaches, neglect, or omissions of the Contractor, its employees, agents, subcontractors,
assignees, or delegates related to the Contract, as well as for any determination arising out
of or related to the Contract that the Contractor or Contractor's employees, agents,
subcontractors, assignees, or delegates are not independent contractors in relation to the
Customer. The Contract does not constitute a waiver of sovereign immunity or consent by
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021)
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the Customer or the State of Florida or its subdivisions to suit by third parties. Without
limiting this indemnification, the Customer may provide the Contractor (1) written notice of
any action or threatened action, (2) the opportunity to take over and settle or defend any
such action at Contractor's sole expense, and (3) assistance in defending the action at
Contractor's sole expense.
7.6 Limitation of Liability.
Unless otherwise specifically enumerated in the Contract or in the purchase order, neither the
Department nor the Customer shall be liable for special, indirect, punitive, or consequential
damages, including lost data or records (unless the Contract or purchase order requires the
Contractor to back-up data or records), even if the Department or Customer has been advised
that such damages are possible. Neither the Department nor the Customer shall be liable for
lost profits, lost revenue, or lost institutional operating savings.
8.1.1 Termination of Contract.
The Department may terminate the Contract for refusal by the Contractor to comply with this
section by not allowing access to all public records, as defined in Chapter 119, F.S., made or
received by the Contractor in conjunction with the Contract unless the records are exempt
from s. 24(a) of Art. I of the State Constitution and section 119.071(1), F.S.
8.1.2 Statutory Notice.
Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting on
behalf of a public agency, as defined in section 119.011(2), F.S., the following applies:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE DEPARTMENT'S CUSTODIAN
OF PUBLIC RECORDS AT PUBLICRECORDS(&DMS.FL.GOV, (850)
487-1082 OR 4050 ESPLANADE WAY, SUITE 160, TALLAHASSEE,
FLORIDA 32399-0950.
Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting on
behalf of a public agency as defined in section 119.011(2), F.S., the Contractor shall:
(a) Keep and maintain public records required by the public agency to perform the service
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in Chapter 119,
F.S., or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure are not disclosed except as authorized by law for the duration of the Contract term
and following the completion of the Contract if the Contractor does not transfer the records to
the public agency.
(d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records
in possession of the Contractor or keep and maintain public records required by the public
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021)
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agency to perform the service. If the Contractor transfers all public records to the public
agency upon completion of the Contract, the Contractor shall destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure
requirements. If the Contractor keeps and maintains public records upon completion of the
Contract, the Contractor shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the public agency, upon request from the
public agency's custodian of public records, in a format that is compatible with the information
technology systems of the public agency.
8.2.3 Indemnification Related to Confidentiality of Materials.
The Contractor will protect, defend, indemnify, and hold harmless the Department for
claims, costs, fines, and applicable attorney's fees arising from or relating to its
designation of materials as trade secret or otherwise confidential.
8.4.1 Ownership
If explicitly provided in a separate written agreement between the Contractor and the
Customer that sets forth the transfer of ownership rights, the State of Florida shall be the
owner of all intellectual property rights to all property created or developed in connection
with the Contract.
8.4.2 Patentable Inventions or Discoveries
If explicitly provided in a separate written agreement between the Contractor and the
Customer that sets forth the transfer of ownership rights, any inventions or discoveries
developed in the course, or as a result, of services in connection with the Contract that
are patentable pursuant to 35 U.S.C. § 101 are the sole property of the State of Florida.
Contractor must inform the Customer of any inventions or discoveries developed or made
through performance of the Contract specifically for the Customer, and such inventions or
discoveries will be referred to the Florida Department of State for a determination on
whether patent protection will be sought. The State of Florida will be the sole owner of all
patents resulting from any invention or discovery made through performance of the
Contract specifically for the Customer.
8.4.3 Copyrightable Works
If explicitly provided in a separate written agreement between the Contractor and the
Customer that sets forth the transfer of ownership rights, Contractor must notify the
Department or State of Florida of any publications, artwork, or other copyrightable works
developed in connection with the Contract. If explicitly provided in a separate written
agreement between the Contractor and the Customer that sets forth the transfer of
ownership rights, all copyrights created or developed through performance of the Contract
are owned solely by the State of Florida.
11.3.2 Liquidated Damages
The Customer and the Contractor may negotiate terms of liquidated damages at the
point of purchase related to how the Contractor's delayed performance will damage the
Customer, but by their nature such damages are difficult to ascertain. Accordingly, the
negotiated liquidated damages provisions will apply. Liquidated damages are not
intended to be a penalty and are solely intended to compensate for damages.
12.1 Performance or Compliance Audits.
The Department may conduct or have conducted performance and/or compliance audits of
the Contractor and subcontractors as determined by the Department. The Department may
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021)
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conduct an audit and review all the Contractor's and subcontractors' data and records that
directly relate to the Contract. To the extent necessary to verify the Contractor's fees and
claims for payment under the Contract, the Contractor's agreements or contracts with
subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be
inspected by the Department upon thirty (30) calendar days' notice, during normal working
hours and in accordance with the Contractor's facility access procedures where facility access
is required. Release statements from its subcontractors, partners, or agents are not required
for the Department or its designee to conduct compliance and performance audits on any of
the Contractor's contracts relating to this Contract. The Inspector General, in accordance with
section 5.6, the State of Florida's Chief Financial Officer, and the Office of the Auditor General
shall also have authority to perform audits and inspections.
13.2 E-Verify.
The Contractor and its subcontractors have an obligation to utilize the U.S. Department of
Homeland Security's (DHS) E-Verify system for all newly hired employees in accordance with
section 448.095, F.S. By executing this Contract, the Contractor certifies that it is registered
with, and uses, the E-Verify system for all newly hired employees in accordance with section
448.095, F.S. The Contractor must obtain an affidavit from its subcontractors in accordance
with paragraph (2)(b) of section 448.095, F.S., and maintain a copy of such affidavit for the
duration of the Contract. The Contractor shall provide a copy of its DHS Memorandum of
Understanding (MOU) to the Department's Contract Manager within five days of Contract
execution.
This section serves as notice to the Contractor regarding the requirements of section 448.095,
F.S., specifically sub -paragraph (2)(c)1, and the Department's obligation to terminate the
Contract if it has a good faith belief that the Contractor has knowingly violated section
448.09(1), F.S. If terminated for such reason, the Contractor will not be eligible for award of a
public contract for at least one year after the date of such termination. The Department will
promptly notify the Contractor and order the immediate termination of the contract between
the Contractor and a subcontractor performing work on its behalf for this Contract should the
Department have a good faith belief that the subcontractor has knowingly violated section
448.09(1), F.S.
J. Special Contract Conditions additions: the following subsection is added to the Special
Contract Conditions:
12.3 Document Inspection.
In accordance with section 216.1366, F.S., the Department or a state agency is authorized to
inspect the: (a) financial records, papers, and documents of the Contractor that are directly
related to the performance of the Contract or the expenditure of state funds; and (b)
programmatic records, papers, and documents of the Contractor which the Department or
state agency determines are necessary to monitor the performance of the Contract or to
ensure that the terms of the Contract are being met. The Contractor shall provide such
records, papers, and documents requested by the Department or a state agency within 10
Business Days after the request is made.
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021)
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SPECIAL CONTRACT CONDITIONS
JULY 1, 2019 VERSION
Table of Contents
SECTION 1. DEFINITION..................................................................
SECTION 2. CONTRACT TERM AND TERMINATION ........................
SECTION 3. PAYMENT AND FEES ..........................
2
..................... 2
..................... 3
SECTION 4. CONTRACT MANAGEMENT..................................................................................................
4
SECTION S. COMPLIANCE WITH LAWS....................................................................................................6
SECTION 6. MISCELLANEOUS..................................................................................................................7
SECTION 7. LIABILITY AND INSURANCE...........................................................................................................
9
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL
PROPERTY..............................................................................................................................................10
SECTION 9. DATA SECURITY..................................................................................................................12
SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS..........................................................13
SECTION 11. CONTRACT MONITORING................................................................................................14
SECTION 12. CONTRACT AUDITS............................................................................................................15
SECTION 13. BACKGROUND SCREENING AND SECURITY......................................................................16
SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM....................................................17
In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included
herein by reference but is superseded in its entirety by these Special
Contract Conditions.
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SECTION 1. DEFINITION.
The following definition applies in addition to the definitions in Chapter 287, Florida
Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant
to the Contract.
SECTION 2. CONTRACT TERM AND TERMINATION
2.1 Initial Term.
The initial term will begin on the date set forth in the Contract documents or on the date
the Contract is signed by all Parties, whichever is later.
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in
whole or in part only as set forth in the Contract documents, and in accordance with
section 287.057(13), F.S.
2.3 Suspension of Work and Termination.
2.3.1 Suspension of Work.
The Department may, at its sole discretion, suspend any or all activities under the
Contract, at any time, when it is in the best interest of the State of Florida to do so. The
Customer may suspend a resulting contract or purchase order, at any time, when in the
best interest of the Customer to do so. The Department or Customer will provide the
Contractor written notice outlining the particulars of the suspension. After receiving a
suspension notice, the Contractor must comply with the notice and will cease the
performance of the Contract or purchase order. Suspension of work will not entitle the
Contractor to any additional compensation. The Contractor will not resume performance
of the Contract or purchase order until so authorized by the Department.
2.3.2 Termination for Convenience.
The Contract may be terminated by the Department in whole or in part at any time, in the
best interest of the State of Florida. If the Contract is terminated before performance is
completed, the Contractor will be paid only for that work satisfactorily performed for
which costs can be substantiated. Such payment, however, may not exceed an amount
which is the same percentage of the Contract price as the amount of work satisfactorily
performed. All work in progress will become the property of the Customer and will be
turned over promptly by the Contractor.
2.3.3 Termination for Cause.
If the performance of the Contractor is not in compliance with the Contract requirements
or the Contractor has defaulted, the Department may:
(a) immediately terminate the Contract;
(b) notify the Contractor of the noncompliance or default, require correction, and specify
the date by which the correction must be completed before the Contract is terminated; or
(c) take other action deemed appropriate by the Department.
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SECTION 3. PAYMENT AND FEES.
3.1 Pricing.
The Contractor will not exceed the pricing set forth in the Contract documents
3.2 Price Decreases.
The following price decrease terms will apply to the Contract:
3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery
of large single orders;
3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this
Contract is a maximum price. Additionally, Contractor's pricing will not exceed the pricing
offered under comparable contracts. Comparable contracts are those that are similar in
size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must
annually submit an affidavit from the Contractor's authorized representative attesting that
the Contract complies with this clause.
3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract
term due to a change in market conditions, the Contractor may conduct sales
promotions involving price reductions for a specified lesser period. The Contractor must
submit documentation identifying the proposed: (1) starting and ending dates of the
promotion, (2) commodities or contractual services involved, and (3) promotional prices
compared to then -authorized prices.
3.3 Payment Invoicing.
The Contractor will be paid upon submission of invoices to the Customer after delivery
and acceptance of commodities or contractual services is confirmed by the Customer.
Invoices must contain sufficient detail for an audit and contain the Contract Number and
the Contractor's Federal Employer Identification Number.
3.4 Purchase Order.
A Customer may use purchase orders to buy commodities or contractual services
pursuant to the Contract and, if applicable, the Contractor must provide commodities or
contractual services pursuant to purchase orders. Purchase orders issued pursuant to
the Contract must be received by the Contractor no later than the close of business on
the last day of the Contract's term. The Contractor is required to accept timely purchase
orders specifying delivery schedules that extend beyond the Contract term even when
such extended delivery will occur after expiration of the Contract. Purchase orders shall
be valid through their specified term and performance by the Contractor, and all terms
and conditions of the Contract shall survive the termination or expiration of the Contract
and apply to the Contractors performance. The duration of purchase orders for recurring
deliverables shall not exceed the expiration of the Contract by more than twelve months.
Any purchase order terms and conditions conflicting with these Special Contract
Conditions shall not become a part of the Contract.
3.5 Travel.
Travel expenses are not reimbursable unless specifically authorized by the Customer in
writing and may be reimbursed only in accordance with section 112.061, F.S.
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3.6 Annual Appropriation.
Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an
agency for the purchase of services or tangible personal property for a period in excess
of one fiscal year, the State of Florida's performance and obligation to pay under the
Contract is contingent upon an annual appropriation by the Legislature.
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system pursuant to section
287.057(22), F.S. All payments issued by Customers to registered Vendors for
purchases of commodities or contractual services will be assessed Transaction Fees as
prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law.
Vendors must pay the Transaction Fees and agree to automatic deduction of the
Transaction Fees when automatic deduction becomes available. Vendors will submit any
monthly reports required pursuant to the rule. All such reports and payments will be
subject to audit. Failure to comply with the payment of the Transaction Fees or reporting
of transactions will constitute grounds for declaring the Vendor in default and subject the
Vendor to exclusion from business with the State of Florida.
3.8 Taxes.
Taxes, customs, and tariffs on commodities or contractual services purchased under the
Contract will not be assessed against the Customer or Department unless authorized by
Florida law.
3.9 Return of Funds.
Contractor will return any overpayments due to unearned funds or funds disallowed
pursuant to the terms of the Contract that were disbursed to the Contractor. The
Contractor must return any overpayment within forty (40) calendar days after either
discovery by the Contractor, its independent auditor, or notification by the Department or
Customer of the overpayment.
SECTION 4. CONTRACT MANAGEMENT.
4.1 Composition and Priority.
The Contractor agrees to provide commodities or contractual services to the Customer
as specified in the Contract. Additionally, the terms of the Contract supersede the terms
of all prior agreements between the Parties on this subject matter.
4.2 Notices.
All notices required under the Contract must be delivered to the designated Contract
Manager in a manner identified by the Department.
4.3 Department's Contract Manager.
The Department's Contract Manager, who is primarily responsible for the Department's
oversight of the Contract, will be identified in a separate writing to the Contractor upon
Contract signing in the following format:
Department's Contract Manager Name
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Department's Name
Department's Physical Address
Department's Telephone #
Department's Email Address
If the Department changes the Contract Manager, the Department will notify the
Contractor. Such a change does not require an amendment to the Contract.
4.4 Contractor's Contract Manager.
The Contractor's Contract Manager, who is primarily responsible for the Contractors
oversight of the Contract performance, will be identified in a separate writing to the
Department upon Contract signing in the following format:
Contractor's Contract Manager Name
Contractor's Name
Contractor's Physical Address
Contractor's Telephone #
Contractor's Email Address
If the Contractor changes its Contract Manager, the Contractor will notify the
Department. Such a change does not require an amendment to the Contract
4.5 Diversity.
4.5.1 Office of Supplier Diversity.
The State of Florida supports its diverse business community by creating opportunities
for woman-, veteran-, and minority -owned small business enterprises to participate in
procurements and contracts. The Department encourages supplier diversity through
certification of woman-, veteran-, and minority -owned small business enterprises and
provides advocacy, outreach, and networking through regional business events. For
additional information, please contact the Office of Supplier Diversity (OSD) at
osdinfo@dms.myHorida.com.
4.5.2 Diversity Reporting.
Upon request, the Contractor will report to the Department its spend with business
enterprises certified by the OSD. These reports must include the time period covered,
the name and Federal Employer Identification Number of each business enterprise
utilized during the period, commodities and contractual services provided by the
business enterprise, and the amount paid to the business enterprise on behalf of each
agency purchasing under the Contract.
4.6 RESPECT.
Subject to the agency determination provided for in section 413.036, F.S., the following
statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT 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;
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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.
Additional information about RESPECT and the commodities or contractual services it
offers is available at hffos://www.resi)ectofFlorida.oro.
4.7 PRIDE.
Subject to the agency determination provided for in sections 287.042(1) and 946.515,
F.S., the following statement applies:
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.,
IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN
SECTION 946.515(2) AND (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.
Additional information about PRIDE and the commodities or contractual services it offers
is available at httDS://www.Dride-enterr)rises.ora.
5.1 Conduct of Business.
The Contractor must comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable to the conduct of its business, including those of
federal, state, and local agencies having jurisdiction and authority. For example, the
Contractor must comply with section 274A of the Immigration and Nationality Act, the
Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if
applicable, and all prohibitions against discrimination on the basis of race, religion, sex,
creed, national origin, handicap, marital status, or veteran's status. The provisions of
subparagraphs 287.058(1)(a)-(c), and (g), F.S., are hereby incorporated by reference.
5.2 Dispute Resolution, Governing Law, and Venue.
Any dispute concerning performance of the Contract shall be decided by the
Department's designated Contract Manager, who will reduce the decision to writing and
serve a copy on the Contractor. The decision of the Contract Manager shall be final and
conclusive. Exhaustion of this administrative remedy is an absolute condition precedent
to the Contractor's ability to pursue legal action related to the Contract or any other form
of dispute resolution. The laws of the State of Florida govern the Contract. The Parties
submit to the jurisdiction of the courts of the State of Florida exclusively for any legal
action related to the Contract. Further, the Contractor hereby waives all privileges and
rights relating to venue it may have under Chapter 47, F.S., and all such venue
privileges and rights it may have under any other statute, rule, or case law, including, but
not limited to, those based on convenience. The Contractor hereby submits to venue in
the county chosen by the Department.
5.3 Department of State Registration.
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Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert
status, other than a sole proprietor, must provide the Department with conclusive
evidence of a certificate of status, not subject to qualification, if a Florida business entity,
or of a certificate of authorization if a foreign business entity.
5.4 Suspended, Convicted, and Discriminatory Vendor Lists.
In accordance with sections 287.042, 287.133, and 287.134, F.S., an entity or affiliate
who is on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor
List may not perform work as a contractor, supplier, subcontractor, or consultant under
the Contract. The Contractor must notify the Department if it or any of its suppliers,
subcontractors, or consultants have been placed on the Suspended Vendor List,
Convicted Vendor List, or Discriminatory Vendor List during the term of the Contract.
5.5 Scrutinized Companies - Termination by the Department.
The Department may, at its option, terminate the Contract if the Contractor is found to
have submitted a false certification as provided under section 287.135(5), F.S., or been
placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in
business operations in Cuba or Syria, or to have been placed on the Scrutinized
Companies that Boycott Israel List or is engaged in a boycott of Israel.
5.6 Cooperation with Inspector General and Records Retention.
Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its
duty to cooperate with the Inspector General in any investigation, audit, inspection,
review, or hearing. Upon request of the Inspector General or any other authorized State
official, the Contractor must provide any information the Inspector General deems
relevant to the Contractor's integrity or responsibility. Such information may include, but
will not be limited to, the Contractor's business or financial records, documents, or files
of any type or form that refer to or relate to the Contract. The Contractor will retain such
records for the longer of five years after the expiration of the Contract, or the period
required by the General Records Schedules maintained by the Florida Department of
State, at the Department of State's Records Management website. The Contractor
agrees to reimburse the State of Florida for the reasonable costs of investigation
incurred by the Inspector General or other authorized State of Florida official for
investigations of the Contractor's compliance with the terms of this or any other
agreement between the Contractor and the State of Florida which results in the
suspension or debarment of the Contractor. Such costs will include but will not be limited
to: salaries of investigators, including overtime; travel and lodging expenses; and expert
witness and documentary fees. The Contractor agrees to impose the same obligations to
cooperate with the Inspector General and retain records on any subcontractors used to
provide goods or services under the Contract.
SECTION 6. MISCELLANEOUS.
6.1 Subcontractors.
The Contractor will not subcontract any work under the Contract without prior written
consent of the Department. The Contractor is fully responsible for satisfactory
completion of all its subcontracted work. The Department supports diversity in its
procurements and contracts, and requests that the Contractor offer subcontracting
opportunities to certified woman-, veteran-, and minority -owned small businesses. The
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Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on
certified small business enterprises available for subcontracting opportunities.
6.2 Assignment.
The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations
under the Contract without the prior written consent of the Department. However, the
Contractor may waive its right to receive payment and assign same upon notice to the
Department. In the event of any assignment, the Contractor remains responsible for
performance of the Contract, unless such responsibility is expressly waived by the
Department. The Department may assign the Contract with prior written notice to the
Contractor.
6.3 Independent Contractor.
The Contractor and its employees, agents, representatives, and subcontractors are
independent contractors and not employees or agents of the State of Florida and are not
entitled to State of Florida benefits. The Department and Customer will not be bound by
any acts or conduct of the Contractor or its employees, agents, representatives, or
subcontractors. The Contractor agrees to include this provision in all its subcontracts
under the Contract.
6.4 Inspection and Acceptance of Commodities.
6.4.1 Risk of Loss.
Matters of inspection and acceptance are addressed in section 215.422, F.S. Until
acceptance, risk of loss or damage will remain with the Contractor. The Contractor will
be responsible for filing, processing, and collecting all damage claims. To assist the
Contractor with damage claims, the Customer will: record any evidence of visible
damage on all copies of the delivering carrier's bill of lading; report damages to the
carrier and the Contractor; and provide the Contractor with a copy of the carrier's bill of
lading and damage inspection report.
6.4.2 Rejected Commodities.
When a Customer rejects a commodity, Contractor will remove the commodity from the
premises within ten (10) calendar days after notification of rejection, and the risk of loss
will remain with the Contractor. Commodities not removed by the Contractor within ten
(10) calendar days will be deemed abandoned by the Contractor, and the Customer will
have the right to dispose of such commodities. Contractor will reimburse the Customer
for costs and expenses incurred in storing or effecting removal or disposition of rejected
commodities.
6.5 Safety Standards.
Performance of the Contract for all commodities or contractual services must comply
with requirements of the Occupational Safety and Health Act and other applicable State
of Florida and federal requirements.
6.6 Ombudsman.
A Vendor Ombudsman has been established within the Department of Financial
Services. The duties of this office are found in section 215.422, F.S., which include
disseminating information relative to prompt payment and assisting contractors in
receiving their payments in a timely manner from a Customer. The Vendor Ombudsman
may be contacted at (850) 413-5516.
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6.7 Time is of the Essence.
Time is of the essence regarding every obligation of the Contractor under the Contract.
Each obligation is deemed material, and a breach of any such obligation (including a
breach resulting from untimely performance) is a material breach.
6.8 Waiver.
The delay or failure by the Department or the Customer to exercise or enforce any rights
under the Contract will not constitute waiver of such rights.
6.9 Modification and Severability.
The Contract may only be modified by written agreement between the Department and
the Contractor. Should a court determine any provision of the Contract is invalid, the
remaining provisions will not be affected, and the rights and obligations of the Parties will
be construed and enforced as if the Contract did not contain the provision held invalid.
6.10 Cooperative Purchasing.
Pursuant to their own governing laws, and subject to the agreement of the Contractor,
governmental entities that are not Customers may make purchases under the terms and
conditions contained herein, if agreed to by Contractor. Such purchases are independent
of the Contract between the Department and the Contractor, and the Department is not a
party to these transactions. Agencies seeking to make purchases under this Contract
are required to follow the requirements of Rule 60A-1.045(5), F.A.C.
SECTION 7. LIABILITY AND INSURANCE.
7.1 Workers' Compensation Insurance.
The Contractor shall maintain workers' compensation insurance as required under the
Florida Workers' Compensation Law or the workers' compensation law of another
jurisdiction where applicable. The Contractor must require all subcontractors to similarly
provide workers' compensation insurance for all of the latter's employees. In the event
work is being performed by the Contractor under the Contract and any class of
employees performing the work is not protected under Workers' Compensation statutes,
the Contractor must provide, and cause each subcontractor to provide, adequate
insurance satisfactory to the Department, for the protection of employees not otherwise
protected.
7.2 General Liability Insurance.
The Contractor must secure and maintain Commercial General Liability Insurance,
including bodily injury, property damage, products, personal and advertising injury, and
completed operations. This insurance must provide coverage for all claims that may
arise from performance of the Contract or completed operations, whether by the
Contractor or anyone directly or indirectly employed by the Contractor. Such insurance
must include the State of Florida as an additional insured for the entire length of the
resulting contract. The Contractor is responsible for determining the minimum limits of
liability necessary to provide reasonable financial protections to the Contractor and the
State of Florida under the resulting contract.
7.3 Florida Authorized Insurers.
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All insurance shall be with insurers authorized and eligible to transact the applicable line
of insurance business in the State of Florida. The Contractor shall provide
Certification(s) of Insurance evidencing that all appropriate coverage is in place and
showing the Department to be an additional insured.
7.4 Performance Bond.
Unless otherwise prohibited by law, the Department may require the Contractor to
furnish, without additional cost to the Department, a performance bond or irrevocable
letter of credit or other form of security for the satisfactory performance of work
hereunder. The Department shall determine the type and amount of security.
7.5 Indemnification.
To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and
hold the Customer and the State of Florida, its officers, employees, and agents harmless
from all fines, claims, assessments, suits, judgments, or damages, including
consequential, special, indirect, and punitive damages, including court costs and
attorney's fees, arising from or relating to violation or infringement of a trademark,
copyright, patent, trade secret, or intellectual property right or out of any acts, actions,
breaches, neglect, or omissions of the Contractor, its employees, agents,
subcontractors, assignees, or delegates related to the Contract, as well as for any
determination arising out of or related to the Contract that the Contractor or Contractor's
employees, agents, subcontractors, assignees, or delegates are not independent
contractors in relation to the Customer. The Contract does not constitute a waiver of
sovereign immunity or consent by the Customer or the State of Florida or its subdivisions
to suit by third parties. Without limiting this indemnification, the Customer may provide
the Contractor (1) written notice of any action or threatened action, (2) the opportunity to
take over and settle or defend any such action at Contractor's sole expense, and (3)
assistance in defending the action at Contractor's sole expense.
7.6 Limitation of Liability.
Unless otherwise specifically enumerated in the Contract or in the purchase order,
neither the Department nor the Customer shall be liable for special, indirect, punitive, or
consequential damages, including lost data or records (unless the Contract or purchase
order requires the Contractor to back-up data or records), even if the Department or
Customer has been advised that such damages are possible. Neither the Department
nor the Customer shall be liable for lost profits, lost revenue, or lost institutional
operating savings. The Department or Customer may, in addition to other remedies
available to them at law or equity and upon notice to the Contractor, retain such monies
from amounts due Contractor as may be necessary to satisfy any claim for damages,
penalties, costs, and the like asserted by or against them. The State may set off any
liability or other obligation of the Contractor or its affiliates to the State against any
payments due the Contractor under any contract with the State.
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT,
AND INTELLECTUAL PROPERTY.
8.1 Public Records.
8.1.1 Termination of Contract.
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The Department may terminate the Contract for refusal by the Contractor to comply with
this section by not allowing access to all public records, as defined in Chapter 119, F. S.,
made or received by the Contractor in conjunction with the Contract.
8.1.2 Statutory Notice.
Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor
acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following
applies:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL
ADDRESS, AND MAILING ADDRESS PROVIDED IN THE
RESULTING CONTRACT OR PURCHASE ORDER.
Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor
acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor
shall:
(a) Keep and maintain public records required by the public agency to perform the
service.
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, F.S., or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure are not disclosed except as authorized by law for the duration of the
Contract term and following the completion of the Contract if the Contractor does not
transfer the records to the public agency.
(d) Upon completion of the Contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records required by
the public agency to perform the service. If the Contractor transfers all public records to
the public agency upon completion of the Contract, the Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and maintains public records upon
completion of the Contract, the Contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the public
agency, upon request from the public agency's custodian of public records, in a format
that is compatible with the information technology systems of the public agency.
8.2 Protection of Trade Secrets or Otherwise Confidential Information.
8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information.
If the Contractor considers any portion of materials to be trade secret under section
688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the
Contractor must clearly designate that portion of the materials as trade secret or
otherwise confidential when submitted to the Department. The Contractor will be
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responsible for responding to and resolving all claims for access to Contract -related
materials it has designated trade secret or otherwise confidential.
8.2.2 Public Records Requests.
If the Department receives a public records request for materials designated by the
Contractor as trade secret or otherwise confidential under Florida or federal law, the
Contractor will be responsible for taking the appropriate legal action in response to the
request. If the Contractor fails to take appropriate and timely action to protect the
materials designated as trade secret or otherwise confidential, the Department will
provide the materials to the requester.
8.2.3 Indemnification Related to Confidentiality of Materials.
The Contractor will protect, defend, indemnify, and hold harmless the Department for
claims, costs, fines, and attorney's fees arising from or relating to its designation of
materials as trade secret or otherwise confidential.
8.3 Document Management.
The Contractor must retain sufficient documentation to substantiate claims for payment
under the Contract and all other records, electronic files, papers, and documents that
were made in relation to this Contract. The Contractor must retain all documents related
to the Contract for five (5) years after expiration of the Contract or, if longer, the period
required by the General Records Schedules maintained by the Florida Department of
State available at the Department of State's Records Management website.
8.4 Intellectual Property.
8.4.1 Ownership.
Unless specifically addressed otherwise in the Contract, the State of Florida shall be the
owner of all intellectual property rights to all property created or developed in connection
with the Contract.
8.4.2 Patentable Inventions or Discoveries.
Any inventions or discoveries developed in the course, or as a result, of services in
connection with the Contract that are patentable pursuant to 35 U.S.C. § 101 are the
sole property of the State of Florida. Contractor must inform the Customer of any
inventions or discoveries developed or made through performance of the Contract, and
such inventions or discoveries will be referred to the Florida Department of State for a
determination on whether patent protection will be sought. The State of Florida will be
the sole owner of all patents resulting from any invention or discovery made through
performance of the Contract.
8.4.3 Copyrightable Works.
Contractor must notify the Department or State of Florida of any publications, artwork, or
other copyrightable works developed in connection with the Contract. All copyrights
created or developed through performance of the Contract are owned solely by the State
of Florida.
SECTION 9. DATA SECURITY.
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The Contractor will maintain the security of State of Florida data including, but not limited
to, maintaining a secure area around any displayed visible data and ensuring data is
stored and secured when not in use. The Contractor and subcontractors will not perform
any of the services from outside of the United States, and the Contractor will not allow
any State of Florida data to be sent by any medium, transmitted, or accessed outside the
United States due to Contractors action or inaction. In the event of a security breach
involving State of Florida data, the Contractor shall give notice to the Customer and the
Department within one business day. "Security breach" for purposes of this section will
refer to a confirmed event that compromises the confidentiality, integrity, or availability of
data. Once a data breach has been contained, the Contractor must provide the
Department with a post -incident report documenting all containment, eradication, and
recovery measures taken. The Department reserves the right in its sole discretion to
enlist a third party to audit Contractors findings and produce an independent report, and
the Contractor will fully cooperate with the third party. The Contractor will also comply
with all HIPAA requirements and any other state and federal rules and regulations
regarding security of information.
SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS.
10.1 Gratuities.
The Contractor will not, in connection with this Contract, directly or indirectly (1) offer,
give, or agree to give anything of value to anyone as consideration for any State of
Florida officer's or employee's decision, opinion, recommendation, vote, other exercise
of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to
anyone anything of value for the benefit of, or at the direction or request of, any State of
Florida officer or employee.
10.2 Lobbying.
In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used
for the purpose of lobbying the Legislature, the judicial branch, or the Department.
Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from
lobbying the executive or legislative branch concerning the scope of services,
performance, term, or compensation regarding the Contract after the Contract is
executed and during the Contract term.
10.3 Communications.
10.3.1 Contractor Communication or Disclosure.
The Contractor shall not make any public statements, press releases, publicity releases,
or other similar communications concerning the Contract or its subject matter or
otherwise disclose or permit to be disclosed any of the data or other information
obtained or furnished in compliance with the Contract, without first notifying the
Customer's Contract Manager and securing the Customer's prior written consent.
10.3.2 Use of Customer Statements.
The Contractor shall not use any statement attributable to the Customer or its
employees for the Contractors promotions, press releases, publicity releases,
marketing, corporate communications, or other similar communications, without first
notifying the Customer's Contract Manager and securing the Customers prior written
consent.
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SECTION 11. CONTRACT MONITORING.
11.1 Performance Standards.
The Contractor agrees to perform all tasks and provide deliverables as set forth in the
Contract. The Department and the Customer will be entitled at all times, upon request, to
be advised as to the status of work being done by the Contractor and of the details
thereof.
11.2 Performance Deficiencies and Financial Consequences of Non -Performance.
11.2.1 Proposal of Corrective Action Plan.
In addition to the processes set forth in the Contract (e.g., service level agreements), if
the Department or Customer determines that there is a performance deficiency that
requires correction by the Contractor, then the Department or Customer will notify the
Contractor. The correction must be made within a time -frame specified by the
Department or Customer. The Contractor must provide the Department or Customer with
a corrective action plan describing how the Contractor will address all performance
deficiencies identified by the Department or Customer.
11.2.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure.
If the corrective action plan is unacceptable to the Department or Customer, or
implementation of the plan fails to remedy the performance deficiencies, the Department
or Customer will retain ten percent (10%) of the total invoice amount. The retainage will
be withheld until the Contractor resolves the performance deficiencies. If the
performance deficiencies are resolved, the Contractor may invoice the Department or
Customer for the retained amount. If the Contractor fails to resolve the performance
deficiencies, the retained amount will be forfeited to compensate the Department or
Customer for the performance deficiencies.
11.3 Performance Delay.
11.3.1 Notification.
The Contractor will promptly notify the Department or Customer upon becoming aware
of any circumstances that may reasonably be expected to jeopardize the timely and
successful completion (or delivery) of any commodity or contractual service. The
Contractor will use commercially reasonable efforts to avoid or minimize any delays in
performance and will inform the Department or the Customer of the steps the Contractor
is taking or will take to do so, and the projected actual completion (or delivery) time. If
the Contractor believes a delay in performance by the Department or the Customer has
caused or will cause the Contractor to be unable to perform its obligations on time, the
Contractor will promptly so notify the Department and use commercially reasonable
efforts to perform its obligations on time notwithstanding the Department's delay.
11.3.2 Liquidated Damages.
The Contractor acknowledges that delayed performance will damage the
DepartmentCustomer, but by their nature such damages are difficult to ascertain.
Accordingly, the liquidated damages provisions stated in the Contract documents will
apply. Liquidated damages are not intended to be a penalty and are solely intended to
compensate for damages.
11.4 Force Majeure, Notice of Delay, and No Damages for Delay
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The Contractor will 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 fire, explosion, earthquake,
windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism,
civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly
beyond the Contractor's reasonable control, or for any of the foregoing that affect
subcontractors or suppliers if no alternate source of supply is available to the Contractor.
The foregoing does not excuse delay which could have been avoided if the Contractor
implemented any risk mitigation required by the Contract. In case of any delay the
Contractor believes is excusable, the Contractor will notify the Department in writing of
the delay or potential delay and describe the cause of the delay either (1) within ten (10)
calendar days after the cause that created 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) calendar days after the date the Contractor
first had reason to believe that a delay could result. The foregoing will 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 will be asserted by the Contractor. The Contractor will not be entitled to an
increase in the Contract price or payment of any kind from the Department 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 will perform at no increased cost, unless
the Department determines, in its sole discretion, that the delay will significantly impair
the value of the Contract to the State of Florida or to Customers, in which case the
Department may (1) accept allocated performance or deliveries from the Contractor,
provided that the Contractor grants preferential treatment to Customers and the
Department with respect to commodities or contractual services 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 commodity or contractual
services that are the subject of the delay, which purchases may be deducted from the
Contract quantity, or (3) terminate the Contract in whole or in part.
SECTION 12. CONTRACT AUDITS.
12.1 Performance or Compliance Audits.
The Department may conduct or have conducted performance and/or compliance audits
of the Contractor and subcontractors as determined by the Department. The Department
may conduct an audit and review all the Contractor's and subcontractors' data and
records that directly relate to the Contract. To the extent necessary to verify the
Contractor's fees and claims for payment under the Contract, the Contractor's
agreements or contracts with subcontractors, partners, or agents of the Contractor,
pertaining to the Contract, may be inspected by the Department upon fifteen (15)
calendar days' notice, during normal working hours and in accordance with the
Contractor's facility access procedures where facility access is required. Release
statements from its subcontractors, partners, or agents are not required for the
Department or its designee to conduct compliance and performance audits on any of the
Contractor's contracts relating to this Contract. The Inspector General, in accordance
with section 5.6, the State of Florida's Chief Financial Officer, the Office of the Auditor
General also have authority to perform audits and inspections.
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12.2 Payment Audit.
Records of costs incurred under terms of the Contract will be maintained in accordance
with section 8.3 of these Special Contract Conditions. Records of costs incurred will
include the Contractor's general accounting records, together with supporting documents
and records of the Contractor and all subcontractors performing work, and all other
records of the Contractor and subcontractors considered necessary by the Department,
the State of Florida's Chief Financial Officer, or the Office of the Auditor General.
SECTION 13. BACKGROUND SCREENING AND SECURITY.
13.1 Background Check.
The Department or Customer may require the Contractor to conduct background checks
of its employees, agents, representatives, and subcontractors as directed by the
Department or Customer. The cost of the background checks will be borne by the
Contractor. The Department or Customer may require the Contractor to exclude the
Contractor's employees, agents, representatives, or subcontractors based on the
background check results. In addition, the Contractor must ensure that all persons have
a responsibility to self -report to the Contractor within three (3) calendar days any arrest
for any disqualifying offense. The Contractor must notify the Contract Manager within
twenty-four (24) hours of all details concerning any reported arrest. Upon the request of
the Department or Customer, the Contractor will re -screen any of its employees, agents,
representatives, and subcontractors during the term of the Contract.
13.2 E-Verify.
The Contractor must use the U.S. Department of Homeland Security's E-Verify system
to verify the employment eligibility of all new employees hired during the term of the
Contract for the services specified in the Contract. The Contractor must also include a
requirement in subcontracts that the subcontractor must utilize the E-Verify system to
verify the employment eligibility of all new employees hired by the subcontractor during
the Contract term. In order to implement this provision, the Contractor must provide a
copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within
five (5) calendar days of Contract execution. If the Contractor is not enrolled in DHS E-
Verify System, it will do so within five (5) calendar days of notice of Contract award and
provide the Contract Manager a copy of its MOU within five (5) calendar days of
Contract execution. The link to E-Verify is https://www.uscis.gov/e-verify. Upon each
Contractor or subcontractor new hire, the Contractor must provide a statement within
five (5) calendar days to the Contract Manager identifying the new hire with its E-Verify
case number.
13.3 Disqualifying Offenses.
If at any time it is determined that a person has been found guilty of a misdemeanor or
felony offense as a result of a trial or has entered a plea of guilty or nolo contendere,
regardless of whether adjudication was withheld, within the last six (6) years from the
date of the court's determination for the crimes listed below, or their equivalent in any
jurisdiction, the Contractor is required to immediately remove that person from any
position with access to State of Florida data or directly performing services under the
Contract. The disqualifying offenses are as follows:
(a) Computer related crimes;
(b) Information technology crimes;
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(c) Fraudulent practices;
(d) False pretenses;
(e) Frauds;
(f) Credit card crimes;
(g) Forgery;
(h) Counterfeiting;
(i) Violations involving checks or drafts;
0) Misuse of medical or personnel records; and
(k) Felony theft.
13.4 Confidentiality.
The Contractor must maintain confidentiality of all confidential data, files, and records
related to the commodities or contractual services provided pursuant to the Contract and
must comply with all state and federal laws, including, but not limited to sections
381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures
must be consistent with the most recent version of the Department security policies,
protocols, and procedures. The Contractor must also comply with any applicable
professional standards with respect to confidentiality of information.
SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM.
The Contractor warrants that, to the best of its knowledge, there is no pending or
threatened action, proceeding, or investigation, or any other legal or financial condition,
that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its
Contract obligations. The Contractor warrants that neither it nor any affiliate is currently
on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List,
or on any similar list maintained by any other state or the federal government. The
Contractor shall immediately notify the Department in writing if its ability to perform is
compromised in any manner during the term of the Contract.
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OSHI
FL -City of Sebastian
Joseph Perez
1225 MAIN STREET
ATTN:FINANCE DEPT
SEBASTIAN, FL 32958
United States
Phone:(772)388-8226 ext8226
Fax:
Email: jperez@cityofsebastian.org
All Prices are in US Dollar (USD)
Product
1 Microsoft Office LTSC Professional Plus 2021 - License -1 PC -Win -Single
Language
Microsoft - Part#: 7913-05855
Contract Name: NASPO Cloud Solutions
Contract #: AR2488
Subcontract #:43230000-NASPO-I6-ACS
Note: PCN#82E1B456
Additional Comments
Pricing Proposal
Quotation #:
24716837
Reference #:
PCN# 82E1 B456
Created On:
4/9/2024
Valid Until:
5/31/2024
Microsoft Inside Account
Manager
Alexa Jones
290 Davidson Ave
Somerset, NJ 08873
Phone: N/A
Fax:
Errdl: alexajones@shi.com
Qty Your Price Total
175 $411.73 $72,062.75
Total $72,052.75
Hardware items on this quote may be updated to reflect changes due to industry wide constraints and fluctuations
Please note, if Emergency Connectivity Funds (ECF) will be used to pay for all or part of this quote, please let us know as we will
need to ensure compliance with the funding program.
Thank you for choosing SHI International Corp! The pricing offered on this quote proposal is valid through the expiration date set
above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract
Number when submitting a Purchase Order.
SHI International Corp. is 100% Minority Owned, Woman Owned Business.
TAX ID# 22-3009648; DUNS# 61-1429481; CCR# 61-243957G; CAGE 1HTF0
The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under
that applicable line item.
i
SEBASTIAN
(IN9INNI1l (1118RA1109
1914-loll
CITY COUNCIL AGENDA TRANSMITTAL
Council Meeting Date: May 22, 2024
Agenda Item Title: Approve the purchase of one hundred and seventy five (175) Microsoft Office 2021 user
licenses under the State of Florida Alternate Contract Source # 3230000-23-NASPO-ACS
and authorize the City Manager or designee to execute the purchase order.
Recommendation: Staff requests City Council authorize the purchase of one hundred and seventy five (175)
Microsoft Office 2021 user licenses under the State of Florida Alternate Contract Source # 3230000-23-NASPO-ACS and
authorize the City Manager or designee to execute the purchase order.
Background: The City is seeking to upgrade our current Microsoft Office License. Our current license is
for Microsoft Office 2010. This software is no longer supported by Microsoft as support ended on October 13, 2020. With the
loss of Microsoft support, the City does not receive technical support, bug fixes, or security fixes for vulnerabilities. This
includes security updates which can help protect the City from harmful viruses, spyware, and other malicious software. The
current software has been diligently maintained by MIS; however, as other City software is updated and technology advances,
the City can no longer adequately support this outdated platform. The initial estimate for this license update was $100,000.
However, due to using the State of Florida Alternate Contract Source and negotiating with the vendors, the City received a
quote below expectations.
The use of cooperative purchasing through existing State or other contracts guarantees that the pricing and contract terms
remain the same while the contract is active; this includes any contract extensions or renewals. In accordance with the City's
Ordinance Section 2-10(c)(2), the procurement procedures carried out by the awarding agency are equivalent to that of
Sebastian's procurement process, pricing from other co-operatives and local vendors. At this time, Staff finds that the
recommended vendor is the most advantageous to meet the needs of the City.
Staff is seeking approval of the purchase order for one hundred and seventy five (175) Microsoft Office 2021 user licenses
under the State of Florida Alternate Contract Source # 3230000-23-NASPO-ACS and authorization for the City Manager or
designee to execute the purchase order.
If Agenda Item Requires Exuenditure of Funds:
Budgeted Amount: $73,000
Total Cost: $72,052.75
Funds to Be Utilized for Appropriation: Discretionary Sales Tax
Attachments:
1. Software Value Added Reseller SIB Florida
2. SHI Quote-24716837
Administrative Services Dep went Re 'ew:
City Attorney Revie
Procurement Division Review, if applicable: lA
City Manager Authorization: 1 e .
Date: .S// Sj a o),y
2