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HomeMy WebLinkAboutPO #10847 Microsoft 2021ATTN: FINANCE 1225 MAIN STREET SEBASTIAN, FL 32958 Mail Invoices in Duplicate To Above Address SHI International Corp 290 Davidson Avenue Somerset, N7 08873 Tel 888-764-8888 Fax 732-805-9669 Date IVenoor I vurcnase Order 00010847-00 FY 2024 The Above Purchase order Number Must Appear on All Correspondence - Packing sheets And Bills Of Lading Page ship To CITY OF SEBASTIAN ATTN: FINANCE 1225 MAIN STREET SEBASTIAN, FL 32958 Requisition 00008173 ship Terms BY ACCEPTING THIS ORDER. SELLER AGREES TO THE FOLLOWING TERMS AND CONDITIONS 1. ACCEPTANCE OF PURCHASE ORDER. A Purchase Order Is given for Immediate acceptance by the Seller. Unless promptly notified to the contrary, the City will assume the Seiler accepts the order as written and will make delivery as specified on the document. 2. ENTIRE AGREEMENT. All specifications, drawings and data submitted to the Seller with this order or the solicitation of this order are hereby Incorporated herein and made part hereof. This contract contains the entire agreement of the parties. No change in quantities, prices, specifications, terms, or shipping Instructions will be allowed except on written authority of the City Purchasing Department. Any additional or different terms and conditions proposed by the Seller are objected to and hereby rejected unless specifically agreed to by the City. 3, IDEMNIFICATION. The Seller hereby agrees to Indemnify, save and held harmless the City from all claims, demands, liabilities and suits of any nature whatsoever arising out of, because of, or due to the breach of the Agreement by the Seller, its agents or employees, or due to any act of occurrence of omission or commission of the Seller, Its agents or employees. It is specifically understood and agreed that this Indemnification agreement does not cover or Indemnify the City for its own negligence or breach of wntracc 4. MODIFICATION. The City may by written Order make changes In the specifications, If such changes cause an increase or decrease In the seller's cost or in the time required for performance of Contract: (a) the Seller shall promptly notify the City and assert Its claim for adjustment within fifteen (15) calendar days and (b) an equitable adjustment shall be made by the City and the Contract modified aaordingly. Nothing In this clause shall excuse the Seller from performing. 5. DEFAULT. Time Is of the essence of this contract and K delivery of acceptable items or rendering of services is not completed by the time promised, the City reserves the right without liability, in addition to its other rights and remedies to terminate this contract by notice effective when received by the Seller, as to stated items not yet shipped or services not yet rendered, and to purchase substitute items or services elsewhere and charge the Seller with any and all tosses Incurred. 6. TRANSPORTATION CHARGES. Transportation expenses for all shipments shall be prepaid to destination. Shipments sent C.O.D. or freight collect without the City's written consent will not be accepted and will at Sellers risk and expense be returned to Seller. No charges will be allowed by the City for transportation, packing, cartage or containers unless otherwise authorized in the Purchase Order. 7. UNAVOIDABLE DELAY. If the Seller is delayed in the delivery of goods purchased under the Purchase Order by a cause beyond its control, Seller must Immediately upon receiving knowledge of such delay, give written notice to the City and request a reasonable extension of time. The City shall examine the request and determine If the Seller Is entitled to an extension. g. QUANTITY. Quantities furnished in excess of those specified in the Purchase Order will not be accepted and will be held at Sellers risk and expense. 9. INSPECTION. Materials or equipment purchased are subject to inspection and approval at the City`s destination. The City reserves the right to reject and refuse acceptance of items which are not In accordance with instructions, specifications, drawings, or data of Sellers warranty, (express or implied). Rejected materials or equipment shall be removed by, or at the expense, of the Seller promptly after rejection. 10. WARRANTY. The Seller warrants that all goods and services furnished hereunder will conform in all respects to the terms and this order, Including any drawings, specifications, or standards Incorporated herein, and that they will be free from latent and patent defects in materials, workmanship and title and will be free from such defects In design. In addition, Seller warrants that said goods and services are suitable for, and will perform In accordance with, the purpose for which they are purchased, fabricated, manufactured and designed for such other purposes as expressly specified in this order. The City may return any nonconforming or defective Items to the Seller or require correction or replacement of the Item all the time the defect is discovered, all at the Sellers risk and expense. Acceptance shall not relieve the Seller of its responsibility. 11. REGULATORY COMPLIANCE. Seller represents and warrants that the goods or services furnished hereunder (Including all labels, packages, and container for said goods) comply with all applicable standards, rules and regulations in effect under the requirements of all Federal, State and kip[ laws, rules and regulations as applicable, including the Occupational Safety and Health Act as amended with respect to design, construction, manufacture or use for their Intended purpose of said goods or services. Seller shall furnish 'Material Safety Data Sheets' incompllance with the Florida Right To Know Law, Florida Statute Chapter 442. 12. ROYALTIES AND PATENTS. Seller shall pay all royalties and license fees. Seller shall defend all suits and dalms for Infringement of any patent copyright or trademark rights and shall hold the City harmless from loss on account thereof. 13. INSURANCE. The Seller shall maintain Insurance as specified or as otherwise required by the city. 14. PAYMENT. Payments will be made within 30 days of the terms of the face of this order, or the Sellers invoice, whichever are more favorable to the City and payment date therefore shall be calculated from the receipt of invoice or final acceptance of the goods, whichever Is later. 15. IDENTIFICATION. invoices in duplicate with prices set out and giving the correct Purchase Order Number must be sent to the address shown on the face of this order otherwise payment of Sellers account may be delayed. The Purchase Order Number shall appear on all Invoices, boxes, packages, shipping documents and correspondence, and the list of contents shall be enclosed in each box or package. 16. TERMINATION. Buyer may, at any time, terminate this order In whole or in part by written or telegraphic notice or verbal notice confirmed in writing. Upon termination for convenience of the Buyer: the Buyer will assume responsibility for specific contractual or scheduled financial commitments made prior to notice of termination. Any and all services, property, publications, or materials provided during or resulting from the Contract shall become the property of the Buyer. If, however, termination Is occasloned by the Sellers breach or any condition hereof, Including breach of warranty, or by Sellers delay, except due to circumstances beyond the Sellers control and without Sellers fault or negligence. Seller shall not be entitled to any claim or costs or to any profit and Buyer shall have against Seller all remedies provided by law and equity. 17. TAXES. The City is exempt from state and local taxes. Exemptions number is printed on the reverse side hereof. This Order shall serve as the exemption certificate. 18. LAW GOVERNING. This contract shall be governed by and construed according to the laws of the State of Florida. Bill To i Requisition 00008169-00 FY 2024 CITY OF SEBASTIAN ATTN: FINANCE 1ACCt No: 1225 MAIN STREET 1363151-534685-A2260 SEBASTIAN, FL Review: 32958 (Buyer: status: Released Page 1 vendor Ship To Palm Bay Concrete & Materials, Inc City of Sebastian 102 E New Haven Ave 114 505 Airport Drive West Melbourne, FL 32901 Sebastian, FL 32958 Tel#321-408-1808 -------------------------------------------------------------------------------- Date (vendor (Date ship Ordered Number Required Ivia (Terms IDepartment -------------------------------------------------------------------------------- 05/21/24 1002982 1 1 IROADS & MAINTENANCE / PW -------------------------------------------------------------------------------- LN Description / Account Qty Unit Price Net Price 001 For 4" driveway at $8.08/sf and 1.00 14000.00000 14000.00 unclassified excavation $4.05/LF EACH unit price per piggyback agreement. Estimates are for 10 driveways. Approved by City Council 8 May 2024. 1 363151-534685-A2260 14000.00 Ship To City of Sebastian 505 To Drive west Sebastian, FL 32958 Requisition Link Requisition Total 14000.00 ***** General Ledger summary Section ***** Account Amount Remaining Budget 363151-534685-A2260 14000.00 92087.11 STORMWATER IMPROVEMENTS FUND R & M-GROUNDS MAINTENANCE ***** Approval/conversion Info ***** Activity Date Clerk Comment Queued 05/21/24 Margarita Macias Pending Jennifer smith Pending Ken Killgore Bill To Requisition 00008169-00 FY 2024 CITY OF SEBASTIAN ATTN: FINANCE Acct No: 1225 MAIN STREET 363151-534685-A2260 SEBASTIAN, FL Review: 32958 Buyer: Status: Released Page 2 vendor Ship To Palm Bay Concrete & Materials, Inc City of Sebastian 102 E New Haven Ave 114 505 Airport Drive west Melbourne, FL 32901 Tel#321-408-1808 Sebastian, FL 32958 ------------------------------------------------ Date (vendor Date Iship I Ordered Number Required via (Terms ------------------------------------------------ 05/21/24 1002982 1 1 ------------------------------------------------(---1-' LN Description / Account Authorized By: Signature .:X.. Nm62211 M Department ------------------------------- IROADS & MAINTENANCE / PW '------------------------------- Qty unit Price /I Net Price Date: i`( I12-q Jessica Graham S/aa/a.,dy SEBASTIAN can++w <nn AN ua aac CITY COUNCIL AGENDA TRANSMITTAL Council Meetlne Date: May 8, 2024 Auenda Item Title: City Council Approval of Resolution R-24-24 approving a piggyback agreement for concrete curb, sidewalk, driveway, restoration and unclassified excavations with Palm Bay Concrete & Materials, Inc. Recommendation: Staff Recommends approval of R-24-24 approving a piggyback agreement for concrete curb, sidewalk, driveway, restoration and unclassified excavations with Palm Bay Concrete & Materials, Inc. and authorize the City Manager to execute the piggyback agreement. Backuround: At the April 10, 2024 City Council meeting, the City Council approved a Purchase Order in the amount of S127,968 to A. Thomas Construction for concrete services. However, this contract does not include concrete materials. To complete the 2022 and a significant portion of 2023 driveway replacements, Staff is in need of an additional contract with the option to have the vendor provide the concrete and additional labor needed to complete driveway demolitions. Palm Bay Concrete & Materials currently has an existing contract with the City of Melbourne effective through March 31, 2025 (with five (5) additional — one year renewal terms) that the City of Sebastian is seeking to piggyback. The piggyback will be used in conjunction with the City's existing contract with A. Thomas Construction. The attached quote is for pouring 65 CY of concrete to complete approximately 24 driveways. Staff will not exceed the approved amount between both vendors, with materials from Palm Bay Concrete & Materials, and labor from A. Thomas Construction. This piggyback will also provide the option to utilize labor as well from Palm Bay Concrete & Materials as needed. The use of piggybnck contracts for purchasing under odor existing government contracts guarantees that the pricing and contract lemns remain the same while the contract is active; this includes any contract extensions or renewals. In accordance with the Citv'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 cu-operatives and local vendors. The recommended vendor is the most advantageous to meet the needs of the City at this time. Scoff is seeking approval of execution for dre piggyback agreement with Palm Bay Concrete & Materials, Inc. for concrete curb, sidewalk, driveway, restoration and unclassified excavations and for authority for the City Manager or designee to execute all necessary documents or purchase orders. If Aeenda Item Requires Exneaditure of Funds: Budgeted Amount: 5 17,230 Total Cost: S13,174.20 Funds to Be Utilized Ibr Appropriation: Stannwater Utility Fund Attachments: 1. R-24-24 Palm Bay Concrete & Materials, We. 2. Attachment A —City of Melboume Agrecmem 3. Attachment B —City of Sebastian Piggyback 4. Palm Bay Concrete & Materials, Inc. Quote 11 Administrative Services Department Review: df City Attorney Review: Procurement Division Refer; !(applicable: City Manager Authorization: Date:flra o�u y 90 of 138 EXHIBIT A4 PRICING SCHEDULE CONTRACTOR shall provide all Services (and Items Incidental thereto) and work set forth in this Contract for the cost stated below. Price to include all grading/excavating aspects, site preparation, leveling, fill work, and all labor and material. J ESTIMATED ITEM DESCRIPTION ANNUAL UOM UNIT PRICE EXTENDED # QUANTITY TRICE Cubic 1 3000 PSI concrete, including 500 $202.68 $101,340.00 fiber mix Yard 2 Sidewalk, 4"-remove, form 1350 Square $10.79 $14,566.50 and pour Fool 3 Sidewalk, 4"- form and pour 4000 Square $8.08 $32,320.00 Foot 4 Curb, Miami - remove, form 150 Linear $49.91 $7,486.50 and pour Foot 5 Curb, Miami - form and pour 400 Linear $47.21 $18,884.00 Foot 6 Curb, "F" - remove, form and 100 Linear $49.91 $4,991.00 pour Foot 7 Curb, "F"- form and pour 200 Linear $47 21 $9,442.00 Foot 8 Driveway, 4" - remove, form 250 Square $10.79 $2,697.50 and pour Foot 9 Driveway, 4" - form and pour 600 Square $g 08 $4,848.00 Fool 10 Driveway, 6" - remove, form 1750 Square $11.46 $20.055.00 and pour Foot 11 Driveway,6"-form and our p 2000 Square $8.78 $17,560.00 Foot 12 Sidewalk, 6"- remove, form 75 Square $11.46 $859.50 and pour Foot 13 Sidewalk, 6"-form and pour 300 Square $8.78 $2,634.00 Foot J 14 Sidewalk, 8"- remove, form 75 Square $12.13 $909.75 and pour Foot 15 Sidewalk, 8"-form and pour 300 Square $9.43 $2,829.00 Foot 16 Unclassified excavation, curb 100 Linear $4.05 $405.00 Foot Concrete Curb, Sidewalk, Driveway, Restoration and Unclassified Excavations Page 12 of 17 City of Melbourne & Palm Say Concrete & Materials, Inc. April 2024 17 Unclassified excavation, 300 Square $4.05 $1,215.00 sidewalk Foot 18 Unclassified excavation, 400 Square $4.05 $1,620.00 driveway Foot 19 Root Grinding 50 Square $1.35 $67.50 Foot BID TOTAL Jltems t thru $244,730.25 91 The City of Melbourne reserves the right to award this bid to a primary Contractor and a secondary Contractor if in the best interest of the City. If so awarded, the total scope of work will be given to the primary Contractor. City of Melbourne shall use the services of the secondary Contractor only when the primary Contractor cannot provide service to area(s) within a reasonable period of time (as determined by City of Melbourne Public works and Utilities Director.) Will Bidder be willing to serve as Secondary CONTRACTOR if not selected as Primary CONTRACTOR? ® Yes ❑ No Optional pricing below Is ancillary and will not be used as a basis of award. ITEM DESCRIPTION ESTIMATED UOM UNIT PRICE EXTENDED ANNUAL PRICE QUANTITY Installation of detectable warning mat (the truncated dome detectable warning mats will be provided by the Square 20 CITY and to be Installed by 1 Foot CONTRACTOR) Concrete Curb, Sidewalk, Driveway, Restoration and Unclassified Excavations City of Melbourne & Palm Bay Concrete & Materials, Inc. Page 13 of 17 April 2024 10617 Bill To I Requisition 00008173-00 FY 2024 CITY OF SEBASTIAN I ATTN: FINANCE IACCt No: 1225 MAIN STREET 1310151-535210-A2417 SEBASTIAN, FL IReView: 32958 IBuyer: 2944breese ------------------------------------------------------------------------------ Istatus: Released Page 1 ----------------------------- vendor ship To SHI International Corp CITY OF SEBASTIAN 290 Davidson Avenue ATTN: FINANCE 1225 MAIN STREET SEBASTIAN, FL 32958 Somerset, N7 08873 Tel#888-764-8888 Fax 732-805-9669 -------------------------------------------------------------------------------- Date [vendor [Date Iship I Ordered [Number [Required Ivia (Terms Department -------------------------------------------------------------------------------- 05/23/24 1193057 1 1 IM.I.S. DIVISION -------------------------------------------------------------------------------- LN Description / Account Qty unit Price Net Price 001 Microsoft Office 2021 Software - 1.00 72052.75000 72052.75 175 Licenses EACH 1 310151-535210-A2417 72052.75 ship To CITY OF SEBASTIAN ATTN: FINANCE 1225 MAIN STREET SEBASTIAN, FL 32958 Requisition Link Requisition Total ***** General Ledger summary section ***** Account 310151-535210-A2417 ***** Approval/Conversion Info ***** Activity Date Clerk Queued 05/23/24 Margarita Macias Pending Jennifer Smith Pending Ken Killgore 72052.75 Amount Remaining Budget 72052.75 947.25 Comment Authorized By: _ Q_ Date �a�CC�3 signature I' •I A � S- la 31 Ark �`� SF11 FL -City of Sebastian Joseph Perez 1225 MAIN STREET ATTN:FINANCE DEFT SEBASTIAN, FL 32958 United States Phone:(772)388-8226 ext8226 Fax: Email: jperez@cityofsebastian.org Al Prices are in US Dollar (USD) Product 1 Microsoft Office LTSC Professional Plus 2021 - License - 1 PC -Win - Single Language Microsoft - Part#: 79P-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: Email: alexajones@shi.com Qty Your Price 175 $411.73 Total Total $72,052.75 $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. Y ,t` SEBASTIAH fINfENN11{ n{ I A NN 1911.1011 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 Reuuires 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 SHI Florida 2. SHI Quote-24716837 Administrative Services Department Re iew:Z City Attorney Revie . nn Procurement Division Review, iifapplicuble: IA City Manager Authorization: 1U �r Date: ,SPSA6.1y 302 of 333 DocuSign Envelope ID: 66El l51C-lF5A-4494-A227.2EDAOFCA6D54 ' A Department of MANAGEMENT SERVICES We serve those who serve Flonda Alternate Contract Source (ACS) No. 43230000-23-NASP O-AC S 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 Page 1 of 3 303 of 333 DocuSign Envelope ID: B6E1151 C-1 F5A-4494.A227-2EDA0FCA6D54 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 Page 2 of 3 304 of 333 DocuSiOn Envelope ID. B6E1151C-1F5A.4494-A227-2EDAOFCA6D54 Alternate Contract Source (ACS) No. 43230000-23-NASPO-AC S For Software Value Added Reseller Contractor's Contract Manager: Kristine Mann Senior Manager - Contracts SHI International Corp. 290 Davidson Avenue Somerset, NJ 08873 Telephone: 888-764-8888 Email: K(stina_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 Ddeublpned by. Kristina Mann Sr. Manager - Contracts Date: 4/6/2023 1 9:48 AM EDT DEPARTMENT OF MANAGEMENT SERVICES 'D uftnedd'by: Pedro Allende Secretary Date: 4/12/2023 1 9:10 PM EDT Page 3 of 3 305 of 333 DocuSign Envelope ID: B6El l51C-7F5A-4494-A227-2EDAOFCA6D54 Department of MANAGEMENT qk SERVICES 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. mvflorida ma rket Dlace. com ). • Have a current W-9 filed with the Florida Department of Financial Services ( httos://flvendor. mvflpri dacfo. co m ) 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 306 of 333 DocuSign Envelope ID: B6E 1151 C-1 F5A-1494.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 httt)s://www.dms.mvflorida.com/business operations/ state Durchasina/vendor resources/ouarteriv 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) 307 of 333 DocuSign Envelope ID. B6E1751C-lF5A-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.mvflodda.com/business oDerations/state Durchasina/mvfloridamarketolace/mfmD vendors/transaction fee and reoortina. Assistance with transaction fee reporting is also available by email at feeorocessina(c'D,mvfloddamarketDiace.com or telephone at 866-FLA-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 Customers 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, 8/1212021) 308 of 333 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 15'n 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 Mans or $250 per day late $100 per day late $150 per occurrence Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) 309 of 333 DocuSign Envelope ID: B6E1151 C-1 F5A-4494-A227-2EDAOFCA6D54 Deliverable Contractor will provide timely and accurate invoicing to Customers Performance Metric All Customer invoices will be provided timely and accurately upon Customer acceptance of delivery Performance Due Date Invoices are due to be submitted to Customers no later than 30 calendar days after Customer acceptance. 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 Manager $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) 310 of 333 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 MyFloddaMarketPlace, 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, 8/1212021) 311 of 333 DocuSign Envelope ID: B6E1151C-lF5A-0494-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 Contractors 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 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 Contractors 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) 312 of 333 DocuSign Envelope ID: 36E1151 C-1F5A-4494-A227-2EDAOFCA054 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 PUBLICRECORDSADMS.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) 313 of 333 DocuSign Envelope ID: B6E1151C-1F5A-44S4-A227.2EDAOFCA6D54 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) 314 of 333 DocuSign Envelope ID: B6E1151C-lF5A-4494-A227-2EDAOFCA6D54 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) 315 of 333 DocuSign Envelope ID: 86E1151C-i F5A-4494•A227.2EDAOFCA6D54 SPECIAL CONTRACT CONDITIONS JULY 1, 2019 VERSION Table of Contents SECTION1. DEFINITION...........................................................................................................................2 SECTION 2. CONTRACTTERM AND TERMINATION.................................................................................2 SECTION 3. PAYMENT AND FEES.............................................................................................................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........................................................................................................................I.....................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. SP approved version 7-1-2019 1 316 of 333 DocuSign Envelope ID: B6E1151G1F5A-4494.A227-2EDAOFCA6D54 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. SP approved version 7-1-2019 2 317 of 333 Docusign Envelope ID: B6El l51C-1F5A-4494-A227-2EDAOFCA6D54 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 Contractors 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. SP approved version 7-1-2019 3 318 of 333 DoeuSign Envelope ID: B6Ell51C-1FSA-0494-A227-2EDAOFCA6D54 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 MyFlorldaMarketPlace, 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 SP approved version 7-1-2019 3l9 of 333 DocuSign Envelope ID: B6E1151G1F5A-4494-A227.2EDAOFCA6D54 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 Contractors 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 Contractors 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.myflorida.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; SP approved version 7-1-2019 320 of 333 DocuSign Envelope ID: 66E7151C-lF5A-4494-A227-2EDAOFCA6D54 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 httos://www.resDectofflorida.ora. 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 httos://www.iodde-enterprises.oro. SECTION 5. COMPLIANCE WITH LAWS. 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. SP approved version 7-1-2019 6 321 of 333 DocuSign Envelope ID: B6E1151C-1F5A-4494-A227.2EDAOFCA6D54 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 Stale 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 SP approved version 7-1-2019 322 of333 DoeuSign Envelope ID: B6E1161C-1FSA-4494-A227-2EDAOFCA6D54 Contractor may contact the OSD at osdhelp@dms.myflodda.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 carriers 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 (650) 413-5516. SP approved version 7-1-2019 323 of 333 DocuSign Envelope ID: B6E1151C-1F5A-4494-A227-2EDAOFCA6D54 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. SP approved version 7-1-2019 9 324 of 333 DocuSign Envelope ID: B6E1151C-1 F5A-4494-A227.2EDA0FCA6D54 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. SP approved version 7-1-2019 30 325 of 333 Dow&gn Envelope ID: B6E1151C-1F5A-4494-A227-2EDAOFCA6D54 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 SP approved version 7-1-2019 11 326 of 333 DocuSign Envelope ID: B6E1151 C-1 F5A-4494-A227-2EDAOFCA6D54 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. sP approved version 7-1-2019 12 327 of 333 DocuSign Envelope ID: B6El l51C-tF5A-4494-A227-2EDAOFCA6D54 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 officers 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 Customers Contract Manager and securing the Customers prior written consent. SP approved version 7-1-2019 13 328 of 333 Do Sign Envelope ID: B6E1151 C-1F5A-4494-A227.2EDA0FCA6D54 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. Sp approved version 7-1-2019 14 329 of 333 DowSign Envelope ID: 96E1151C-1FSA-4494-A227.2EDAOFCA6D54 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 Contractors 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. SP approved version 7-1-2019 15 330 of 333 DocuSign Envelope ID: B6E1151 G1F5A-4494-A227-2EDA0FCA6D54 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 bome 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 hftps://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; SP approved version 7-1-2019 16 331 of 333 DocuSign Envelope ID: 86Ell51C-1 F5A-4494-A227-2EDAOFCA6D54 (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. SP approved version 7-1-2019 17 332 of333 SF1 FL -City of Sebastian Joseph Perez 1225 MAIN STREET ATTN:FINANCE DEFT SEBASTIAN, FL 32958 United States Phone: (772)388.8226 ext 8226 Fax: Emai: iperez@cityofsebastian.org All Prices are in US Dollar (USD) Product Microsoft Office LTSC Professional Plus 2021 - License Language Microsoft - Part#: 79P-05855 Contract Name: NASPO Cloud Solutions Contract M AR2488 Subcontract M 43230000-NASPO-I6-ACS Note: PCN#82EIS456 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: Ernst.: alexajones@shi.com City Your Price Total 1 PC - Win - Single 175 S411 73 $72,052.75 Total S72,052.75 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. i 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. 333 of333