Item C15BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: May 21, 2014 Division: Budget & Finance
Bulk Item: Yes X No Department: Office of Management & Budget
Staff Contact Person/Phone #: Penny Kipp x4470
AGENDA ITEM WORDING:
Approval of a Task Authorization with KPMG to update the Fiscal Year 2013 Full Cost Allocation
Plan and the 2 CFR Part 225 (formerly OMB Circular A-87) Cost Allocation Plan based on actual
expenditures for the fiscal year ended September 30, 2013.
ITEM BACKGROUND:
Full Cost Allocation reduces ad valorem taxes by recovering indirect costs from non -ad valorem
revenue funds and corrects for indirect cost subsidy to specials taxing districts. KPMG is currently
contracted with the State of Florida Department of Management Services (Management Consulting
Services Contract #973-000-14-01). Monroe County may use the State Consulting Services Contract
in lieu of a formal request for proposal (RFP) process.
PREVIOUS RELEVANT BOCC ACTION: On February 15, 2012, the BOCC approved a Task
Authorization to complete the FYI I Full Cost Allocation Plan and the 2 CFR Part 225 Cost Allocation
Plan. The BOCC approved Letters of Engagement with KPMG to complete Cost Allocation Plans on
these dates; November 18, 2009 and June 20, 2007. KPMG has been preparing Cost Allocation Plans
for Monroe County beginning with Fiscal Year 1998.
CONTRACT/AGREEMENT CHANGES: N/A
STAFF RECOMMENDATIONS:
With the complexity in the plan preparation and with familiarity of previous County Cost Allocation
Plans (1998-2011) by this accounting firm, staff recommends approval of this item, as it is in the best
interest of the County.
TOTAL COST: $30,000 INDIRECT COSTS: BUDGETED: Yes X No
COST TO COUNTY: $30,000 SOURCE OF FUNDS:Q,=Q6I Fund
REVENUE PRODUCING: Yes — No X AMOUNT PER MONTH _jkea�� L
APPROVED BY: County Atty(k Iturchasing X Risk Management t N/A
DOCUMENTATION: Included — of Required
DISPOSITION: AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: KPMG,LLC Contract #
Effective Date: 5/21/2014
Expiration Date:
Contract Purpose/Description:
Approval of a Task Authorization with KMPG to update the Fiscal Year 2013 Full Cost
Allocation Plan and the 2 CFR Part 225 (formerly OMB CircularA-87) Cost Allocation
Plan. The Plans will be based on actual expenditures for the fiscal year ended
September 30, 2013.
Contract Manager: Penny Kipp x4470 OMB Stop # I
(Name) (Ext.) (Department/Stop #)
for BOCC meeting on 5/21/14 Agenda Deadline: 5/6/14
CONTRACT COSTS
Total Dollar Value of Contract: $ 30,000 Current Year Portion:
Budgeted? YesEl No [-1 Account Codes: 001-06001-530340-
Granv $
County Match:
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (eg. maintenance,
30,000
etc.
CONTRACT REVIEW
Division Director
Date In
Changes
Needed
YesF-1 NoFj
> Date Out
/- / ,
Risk Management
O.M.B./Pure Fasing
County Attorney
ILL
�0114
YesEj No
YesF-1 No2/-
YesE] NoFj
0, ICL446�L
Comments:
Florida Department ofManagement Services, Management Consulting Services Conbract#B73-DQD/4{01
Monroe County (County) has two engagement objectives. The first objective inthe completion of the
Full Cost Allocation Plan (CAP) based on actual expenditures for the fiscal year ended September3O'
2013. The second objective is completion of the 2 CFR part225 (formerly OMB Ciruu|arA-87) Cost
Allocation Plan (the Regulation) based on actual expenditures for the fiscal year ended So0tember3U'
2013. KPMG will assist the County with the following:
Otjectiwe#Y: Full Cost Plan
The first plan will be a ''fu||-ooat" plan for use in allocating indirect costs to enterprise funds, internal
service funds, and certain special revenue funds.
Objective #�OMB Circular A-87Cost Plan
The second plan will be prepared in accordance with the Federal Office of Management and Budget
Cimu|arA-87' Coat Principles for State and Local Governments (relocated to Title 3 in the Code of Federal
Regulations, Subtitle A, Chapter ||. Part225> and maybe used in allocating indirect costs tothe County'e
federal grunt programs, The Regulation does not require most local governments to submit its cost
allocation plan for negotiation and approval unless specifically requested byits federal cognizant agency,
The Countyia responsible for submitting its cost allocation plan for negotiation and approval if requested
byits federal cognizant agency.
KPMG is proposing to assist the County using the State of Florida Management Consulting Services
Contract #Q73-000-14{)1. The contract terms and conditions used inthis document are managed bythe
Florida Department of Management Services and are located inthe State Contracts, Agreements and
Price Liota, The Management Consulting Service Contract #Q73-UO0-14- 1 is incorporated herein by
reference and maintained in the contract manager's file.
KPMG is prepared toinitiate the project within two weeks from the receipt of the signed task
authorization, We estimate that an elapsed calendar time of up to 120 calendar days from the date of
commencement would be required to assist you in the development of the final reports. Thetimaframe
is dependent upon the timeliness of requested information furnished by the County. The County will be
responsible for the collection of all statistical information used as allocation bauea, as well as all decisions
regarding allocation atutindoa, cost pools, and receiving departments used in the cost allocation plan,
KPK8G's nu|e will be toadvise the County and complete the indirect cost plans after the County has made
key decisions. Toachieve the engagement objectives, KPMGproposes the following tasks:
Task Authorization
Florida Department of Management Services, Management Consulting Services Contract# 973-000-14-01
April 1, 2014
Task
Activity
Work Product Deliverable
1. Project Initiation
The project team will conduct a project initiation
Information Request List
meeting with the County's project sponsor and other
Project Charter
County management to confirm the scope and
Communications Plan
deliverables for the project. The meeting will help
Risk Register
facilitate a project schedule within the framework of
the County's normal work routines.
2. Issue Status
KPMG will issue monthly status reports to County
Monthly Status Report
Reports
management that details the progress of the project
and list issues that could affect the project timeline.
3. Gather & Assess
Conduct interviews with staff and collect data
...........
Data
pertaining to the CAPS.
4. Analyze Data
Work with the County to identify expenditures by
cost pool and services performed. Analyze allowable
and unallowable costs and assist the County to
identify allocation bases. The County assumes
responsibility for the assumptions used in the
development of the Full CAP and the OMB A-87 CAP
prior to KPMG issuing the deliverables.
5. Submit Draft
KPMG will submit the report as a "draft" for the
Report
County's management initial review. KPMG's will
use expenditures for the year ending September 30,
2013 in developing the draft reports.
6. Issue Final
KPMG will respond to the County's feedback and will Full Cost CAP
Report
revise the draft reports as necessary. KPMG will then 2 CFR Part 225
issue the reports in final form to the County.
CAP
KPMG has developed a project timeline that identifies our sequence of tasks coinciding with the
County's needs. The following chart depicts the project timeline.
PROPOSED PROJECT TIMELINE
Task
June-14
Julv T4
Aua 14
Sept 14
�s.,�: ��atus Re nrts
-i"l�• ar'rf assess Data
t Data
Crait Reoc)rt
.al Report
"As part of Task 1, KPMG will work with the County's staff to finalize the timeline.
Page 2
Florida Department ofManagement Services, Management Consulting SmnoceoCon8ract#S73-00O/4+0f
Our analysis will be prepared under the Consulting Standards issued by the American Institute of
Certified Public Accountants k\|CPA> and does not constitute an examinabon, compilation or agreed upon
procedures in accordance with the standards established by the A|CPA. This analysis will be prepared
based on information received from the County. No independent verification of this information will be
made by KPK4G and we assume no responsibility for the accuracy or reliability of the information
provided to us. The analysis is intended solely for the use of the County, may be provided to any third
party with the consent of KPMG, and should not be relied upon for any other purposes.
In rendering the regulatory -related yamio*a described in this task authorization, we will consider the
applicable technical literature, |avvu, regulations and guidelines provided by the regulators. This
regulatory guidance is subject to change or mudificatimn, retroactively or proapeotive|y, by varying
interpretation and bysubsequently issued pronouncements, |egia|ation, and regulatory, administrative, or
judicial decisions. We cannot guarantee that the regulatory authorities would agree with our analysis or
that our engagement would foreclose orlimit any potential regulatory action or criticism. The scope of
our assistance does not constitute on audit of compliance with any regulation or regulatory requirement
nor does it constitute an audit of regulatory matters. Accordingly, we will not express an opinion or
conclusion or provide any form ofassurance on any regulatory matters related tothe areas covered in
this engagement.
Certain aspects of the specific requirements to be applied under the Regulations may currently be
uncertain either because they still remain in draft and subject to consultation processes or because there
is uncertainty in their interpretation or because they remain subject to Office of Management and
Budgets' discretion or policy in how they are implemented, The requirements are therefore subject to
change' potentially in significant ways, in the future,
Any amendment to this task authorization, including but not limited to, the scope of KPK4G'o services
hereunder. shall only beeffective if the same is inwriting and executed by the County and KPMG. As
stated in the task authorization the parties acknowledge and agree that: <a> KPMG shall not provide legal
services hereunder. and (b) nothing herein shall be deemed by the County that KPK4G has provided such
legal services hereunder,
The de|iverab|ee will be prepared based on information received from the County, No independent
verification of this information will be made by KP&4G and we assume no responsibility for the accuracy
or reliability of the information provided to us. The deliverables will be intended eo|*|y for the use of the
County and may not be provided to any third party without the written consent of KPK4G and should not
barelied upon for any other purposes, and will aobemarked.
We disclaim any intention or obligation to update orrevise the observations whether osa result of new
informotion, future events or otherwise. Should additional documentation or other information become
available which impacts upon the observations reached in our de|ivenab|eu, we reserve the right to
amend our observations and summary documents, including deliverables, accord,
KPMG retains all ownership rights in any proprietary methodologies, methods, prooeaeen, or procedures
of KPK8G that pre-exist o/were developed outside the scope of this Contract. |fany such property of
KPK48 is contained in any ofthe deliverables hereunder, KPK4G grants tothe County royalty -free, paid -
up, non-exclusive, perpetual license to use such KPK4G intellectual property in connection with the
Cuunty'o use ofthe deliverables.
Florida DaparmentofManagement Services, Management Consulting Services Conbrant# 973-00014+01
The County acknowledges that KPMG uses third party service providers within and without the United
States to provide at KPK4G'odivection administrative and clerical services to KPMG. These third party
service providers may in the performance of such services have limited access to information, including
but not limited to confidential infornnation, received by KPMG from o/ at the request or direction of the
County, KPMG represents to the County that each such third party service provider has agreed to
conditions of confidentiality with respect to the County'e information to the same or similar extent as
KPMG has agreed to pursuant this Contract. KPMG has full responsibility to cause these third party
service providers to comply with such conditions of confidentiality and KPMG shall be responsible for any
consequences oftheir failure to comply. Accordingly, the County consents tu KPK4G'e disclosure toa
third party oonine provider and the use by such third party service provider of data and information'
including but not limited to confidential information' received from oratthe request urdirection of KPMG
for the purposes set forth herein. The County agrees that any claim relating to the services under the
Contract may only be made against KPMG and not any third party service provider referred to above.
The County acknowledges and agrees that KPM8's services may include advice and recommendations;
but all decisions in connection with the implementation of such advice and recommendations shall be the
responsibility of, and made by. the County. KPMO will not perform management functions or make
management decisions for the County.
KPMG may communicate with the County by electronic nnoi| or otherwise transmit documents in
electronic form during the course ofthis engagement. The County accepts the inherent risks ofthese
forms of communication (including the security risks of interception oforunauthorized access to such
communications, the risks of corruption of such communications and the risks of viruses or other harmful
devices). The County agrees that the final hendoopyveraion of a document, including a deliverable, or
other written communication that KPMG transmits to the County shall supersede any previous versions
transmitted electronically by KPMG to the County unless no such hard copy is transmitted,
In the instance the County shall request to conduct or use a third party to conduct security assessments
to verify KPMGu compliance with security nyquiemento. KPK4G will make reasonable effort to be
responsive to such inquiries for security assessments, but reserves the right to limit disclosure of details
and nature of procedures, if it determines, in its sole judgment, that such disclosure would put atrisk the
uonfidentia|iLy, availability or integrity of its own o/ its other clients' data,
It has been our experience that the Cuuntys participation is necessary for this type of engagement to be
successful, It is imperative that we receive timely cooperation regarding requested data for effective use
ufKPMGand County resources. Our assumptions for the engagement are msfollows:
* The County will provide data for central service departments at division / department /fund level (or
their equivalent) summaries that provide a reasonable basis for allocating each function's activity to
the benefiting departmenVdivinion.
It KPMG receives the requested information from the County by July 15' 2014. we will issue the
draft reports tothe County byAugust 15i 2014. If we du not receive the information by July 15'
2014. KPMG will issue the draft reports within 30 days of receipt of the requested data. KPK4G is
amenable toaccelerating the project timeline ifacceptable tothe County
KPMG requests the County review the draft reports and provide comments to KPMG within 15 days
of receiving the draft report. KPM8 will issue the final reports within 15 days of receiving the
County'moonnnnente. Should the County not provide written comments or request an extension for
FlondaDepartment ofManagement Services, Management Consulting Services Cmntramt# 973-00014-01
the review ofthe draft reports, KPMGwill consider the draft reports unfinalized and issue the reports
infinal form.
~ The County will provide relevant operational, technical, and background information as required by
the engagement team.
• The County will provide assistance to help KPK4G achieve the euuoeaufu| completion of the
engagement. Such assistance may include:
* Assistance in gaining timely access to documentation, systems, and key personnel
= Timely feedback at key decision points
* Active participation to facilitate the timely resolution of project -related issues
m The County will provide a common office space adequate for upto2 KPMG personnel,
m The County will provide meeting space as needed to conduct interviews and work sessions
throughout the project.
KPMG Project Team
Mr. David Jahoaky,amanaging director inKPMG'aGovernment practice, will serve as the engagement
managing director, Ms. Heather Lane. amanager in KPMC'e Government practice, will serve asthe
engagement manager and will serve as the KP&4G primary point of contact for this engagement. K4a.
Kristen Kearney' a senior associate in KPK4G'o Orlando office, will supervise KPMG project team
members during the course ofthe engagement.
Project Budget
Actual work effort may vary, but KPK4O'alabor and expenses will not exceed $30'0O0without the prior
approval of the County. Our fees for profeaaion� services include professional staffing, administrative
support,and report production and travel costs. KPK4G will invoice the County monthly for incurred
costs. All invoices are due upon receipt. If unforeseen circumstances cause us to believe that our total
fees will exceed the estimate puovided, we will discuss this situation with you and agree upon an
appropriate course of action.
Our estimated fees are based on our current understanding of the work to be performed and the
assumptions as stated within this task authorization letter. Should your needs differ from our
assumptions o/ understanding of the vvork. KPMG is willing to discuss those differences and make
changes accordingly, Our fees one based on time and materials for personnel involved in the
engagement at hourly rates commensurate with the professional's level and experience uaoutlined in
the State of Florida Term ContnaotS73-0O8-14-0l.
KPMG understands that the County'm decision to hire professional services firm is based on several
considerations and not solely based on cost. KPMG'nteam further understands itisa question of value
and return on investment. We have seen lower cost selections end -up costing clients much more in the
end, because of the re -work due to a provider who simply does not understand the technical
requirements and cannot provide the depth or breadth of experienced team members similar to the team
KPMGhas assembled toserve you.
Where KPMG is reimbursed for expenses, KPMG'a policy ioto bill clients the amount incurred at the
time the good orservice is purchased. If KPKXG subsequently receives evolume rebate orother incentive
Florida Department cf Management Senfixyo Management Consulting Services Oontract# 973+000/4-01
payment from a vendor relating tosuch expenses, KPK4G does not credit such payment to its clients.
|netead. KPK4B applies such payments 1oreduce its overhead costs, which costs are taken into account
in determining KPK4G'o standard billing rates and certain transaction charges that may be charged to
By accepting this task authorization, the County's management accepts responsibility for the substantive
outcomes of this engagement and, therefore, has u responsibility to be in a position in fact and
appearance to make an informed judgment on the results ofthis engagement and that the County will
comply with the following:
• Designate a qualified management -level individual to be responsible and accountable for overseeing
the engagement.
• Establish and monitor the performance of the engagement to ensure that it meets management's
objectives.
• Make any decisions that involve management functions related to the engagement and accept full
responsibility for such decisions.
* Evaluate the adequacy ofthe services performed and any findings that result.
Monroe Cou Florida
By: David Jahosky, Managing Director
Dated: April 1'201
MONROECOUNTY A-TTORNEY
Date
Management Consulting
Services / State Term Contracts / State Contracts and .. Page] of3
Department of Management Services
LI-10-LM—atfOn > State Contracts.,and Agreement > State Term Contracts > Management Consulting
>18endIServices
Rate this ContrgCtView.5Ljrvey Results
Management Consulting Services973-000-14-01
Effective Period Ot/15/Z0l4through O1/14/2O17
Contract Type State Term Contract
Pricing
Contract °Contractors
MS Excel Contractor List with Email Conta t Information
InformatioU0 How to Use this Contrac
Freauently Asked Questions
Contract Documents ------_.`.` word processing m/.document l4549kB)
Contract °Coring Chiorescu
Administration~ �o5v/,21'uo�u
Commodity Codes 973-500 Description
This ThismteLetermcontractfovmanagementconsuh/ngservicesindudesthefol|mwingservices:
° Management orstrategy consulting
° Program planning and evaluations
° Studies, analyses, scenarios, and reports relating hoan agency's business Programs orinitiatives
° Exemutive/managemen1coaching services
~ Customized business training as needed tosuccessfully perfnnn/comp|ebea consulting engagement
° Policy and regulation development assistance
° Process and productivity improvement
" Expert witness services in support of litigation, claims, orother formal cases
• Advisory and assistance services
°Systems alignment and consolidation
When using this state term contract, Customers are required to issue Requests for Quote (RF0s)ioALL
awarded contractors before procuring services, regardless ofthe purchasing thresholdinwhich the
procurement falls.
httP:/f'www�diiis.myflorida.com/business operations/state rxorhnn|n*67P°J", All "="'^
Contractors / Management Consulting Services / State Term Contracts / State Contracts a... Page I (if 3
Florida Deoartment of Manaoement Services > Business Ooerations > State Purchasina > Vendor
Er ,.,_jLI,2_n > State Contracts and A
> State _Term Contracts > Management Consulting
'Services > Contractors
<< IN'eturn
Management Consulting Services973-000-14-01
contractors
Name CBE Code
A - Non -
Minority
&Inarare
- Non -
JA
Minority
A - Non -
Minority
3
A - Non -
Minority
� La..n L E'Ll rafl to
A - Non -
_[ILLP
Minority
I - Hispanic,
Certified
LLII
A - Non -
.KPMG,
Minority
!I,ILx La 1s -L) n u tj n (A
A - Non -
Minority
A - Non -
Minority
Emma, Howell
- I -
A - Non-
, L�r uson PA,
Minority
je-_Ljo rtJh_L! h I nand
A - Non -
I
Minority
Florida
Climate
Utilizes
Friendly
Recycled Authorized
Coverage
Preferred
Products
Resellers
Area
Products
No
I No
No I
Statewide
No
No I
No
Statewide
No
No
No
l Statewide
No
I No I
No
I Statewide
No
No I
No
Statewide
No
No
No
I Statewide
No
I No
No
Statewide
No
No I
No
I Statewide
No
No I
No
Statewide
No
No
No
Statewide
No
No
No
I Statewide
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`
' Cofitractom-KyMG, LLp/Contractors / Management Consulting Services/State Term— Page |of 3
Department of Management Services
CBE Florida Climate
Code Friendly Preferred
Products
Minority No
Ordering Instructions
Company Name: KPMG,LLP
Contractor Representative Name: David Dennis
Contractor Representative Title: Partner
Recycled
Utilizes
Authorized��������
ReseUlers
|
No No
Street Address orF\O Box: 111 N Orange Avenue, Suite 1600
City, State, Zip: Orlando, Florida 32801
Email Address:
Telephone Number: 407'563-2227
Ordering Fax Number: 407-364-6171
Internet Address:
Federal IQNumber: I3-5565207
Remit Address: DeptObO8, PO Box 120608
City, State, Zip: Dallas, TX 75312-0608
Coverage
Area
Statewide
FLORIDA DEPARTMENT mMANAGEMENT SERVICES
state purchasing
�—. 0— �h"���
State Term Contract
yAo-973-000-14-01
For
Management Consulting Services
Between Florida Department mkManagement Services and Contractor
This Contract is between the State of Florida, Department of Management Services
(Department), Division of State Purchasing (Division), an agency of the State of Florida with
offices at4O5OEsplanade Way, Tallahassee, FL323B8-O85O`and Contractor.
The Contractor submitted a reply to the Department's Invitation to Negotiate (ITN) 02-973-000-A
for Management Consulting Services. After evaluation of replies and concluding of negotiations,
the Department has determined that the Contractor's reply provides the best value to the State
of Florida and has decided to enter into this Contract for Management Consulting Services.
Accordingly, the Department and Contractor agree asfollows:
I. Scope of Services
The services to be timely rendered by the Contractor pursuant tOthis Contract are defined and
described indetail inExhibit C.Scope ofServices,
11, Initial Contract Term
The Initial Contract Term of this Contract for Management Consulting Services will befor three
(3) years, The Initial Contract Term shall begin on January 15. 2014oron the last date upon
which this Contract is signed by all portiem, whichever date is later.
Ill. RenewaATerm(s)
Upon mutual written agreement, the Department and the Contractor may renew this Contract, in
whole or in port for a Renewal Term not to exceed the Initial Contract Term of three (3) yeern,
in accordance with Section 287.057(13). F.S., and if deemed in the best interest ofthe State.
IV~ Contract
This Contract, together with the following attached documents (exhibits), set forth the entire
understanding of the parties and supersedes all prior agreements, whether written or oral, with
respect to such subject matter,
All exhibits attached tothis Contract are incorporated intheir entirety into, and form part of, this
Contract. The Contract has the following exhibits:
a) Exhibit A: Special Contract Conditions, from Section 4.0 of ITN 02-973-000-A as
modified during negotiations
Page I of 42
State Term Contract No. 873-000-14-01
For
Management Consulting Sen/imsa
b) Exhibit B:General Contract Conditions, Form PUR1OOO(1O0G
'
c) Exh|bdC:GcopeofSen/�ea.�nnn8eot�nO.O(Techniuo|''
� cationo)of|TNO2'S73-
OOU-A
d) Exhibit D: Contractor Pricing, as provided in the best and final offer submitted on
October __.2O13
e) ExhibitE: Contract Forms, Forma 1 through
|mcase ofconflict, the terms nfthis Contract shall control. |faconflict exists among any ofthe
attached documents, the documents shall have priority in the order listed:
e) The Contract
b) Exhibit A: Special Contract Conditions
u) Exhibit B:General Contract Conditions
d) Exhibit C:Scope ofServices
e) Exhibit [}: Contractor Pricing
f) Exhibit E:Contract Forms
V. Amendments
No oral modifications to this Contract are acceptable. All modifications to this Contract must be
inwriting and signed bybothpadieo.Anyfutueaamendnnontaofthe Contract which alter the
definition ofthe services shall define the services inthe same format anExhibit C Scope of
Notwithstanding the order listed in section IV, amendments issued after the Contract is
executed may expressly change the Provisions ofthe Contract. !fthey doaoexpreaa�/ then the
most recent ofthen�wiUtake precedence over eny�ingelse that iopa�ofthe Conha"
V1. Contract Notices
In addition to the provisions in section 38 of Form PUR 1000 (10/08) contract notices may be
delivered byemail tothe {}ontracto�adesignated contact person ao'prescribed insection V||.
V11. Contract Management
The Department employee who is primarily responsible for maintaining the Contract
administration file shall be as follows:
CminaChioreoou
Contract Manager
Department ufManagement Services
4O5DEsplanade Way #3G0
Tallahassee, FL323QQ-OS5O
Telephone: (85O)921-003O
Fax: (850)414-6122
E-mail:corina.ohioreanu@dnne.myOorida.conn
Page 2 of 42
State Term Contract No. 873-000-14'01
For
Management Consulting Services
The Department may appoint a different Contract Manager, which shall not constitute an
amendment to the Contract, by sending written notice to Contractor. Any communication to the
Department relating to the Contract shall be addressed to the Contract Manager.
The Contractor shall assign oneindhviduaihoosnxsaoMhedeoignatedcontactperoonforthis
Contract. All questions and customer service issues concerning this Contract shall be directed
bmthe Contractor's designated contact person. |twill bethe designated conbsotperaon's
responsibility to coordinate with necessary Customer personnel as required to answer questions
and resolve issues. The Contractor must provide written notice tothe Department ifonew
employee iadesignated anthe contact person for this Contract.
This Contract shall be effective on January 15, 2014 or on the last date upon which this
Contract is signed by all parties, whichever date is later.
Contractor
Signature
Print Name
STATE OF FLORIDA
Department of Management Services
Kelley J.Scott
Director of State Purchasing and
Page 3 of 42
State Term Contract No. S73-0UU'14-01
For
Management Consulting Services
EXHIBIT A: SPECIAL CONTRACT CONDITIONS
FOR
STATE TERM CONTRACT
NO.973-Q80-14-01
MANAGEMENT CONSULTING SERVICES
1. BACKGROUND CHECK
|frequired bvthe Customer and inaccordance with the Customer's |nstn/utionn the
U
Contractor shall ensure that background checks, including criminal history oh'— -�^^^' are
conducted on current and newly -hired employees, including subcontractor employees,
ea
prio/totheemp|oyeeorsubuontraotorpnovidingaervioesundertheContrmo'
and subcontractors ofthe (�onhmotorproviding services per the Conhdnn�z��mPmyn�a
considered persons ofspecial huatand therefore nnaybarequired toundergo an��ayoeeve|||
background check, The Customer and Contractor may negotiate which party will pay the
Florida Department ofLaw Enforcement and Justice Department fees for t"o
background check. The {�ontractorahaUnot aUovvany ernp|oyseorsubcontractor
employee toassist inthe providing ofservices under the Contract ifth b
checks indicate that the employee fails tomeet the qua|ifioohst
andards the
for ce�einState e,np1oyeeepursuant toaecUon435.O4(2),Florida
»arUe�s�ob|iahed
The Contractor shall require its employees and subcontractor employees to report to the
Department any criminal matter that the employee has been involved in vvhetheritiogn
arrest, charge, indictment, information, uonviution, plea of guilty Or plea ' of no contest
regardless of whether adjudication is withheld, as soon as reasonably possible, mndi'
no event later than two business days ofsuch incident.
//
The Department shall have the right to audit compliance with this section at any time
and the Contractor and its subcontractors shall cooperate with this audit process. '
2. SUBCONTRACTING
The Contractor shall befully responsible for all work performed under the Contra�t
inc�ding.but not Umdedto, planning, nnanaginQ.hnp|ennenUng operation, supporting,
Q and warnandee�applicable. The Contractor issolely reoponsi"'-forenmu'|ngth"w'=�r
eubcunhaotorpmrhommnmospeod�edintha(�ontnact Th*(� --~~ ' ��^/�^
ofFornl1:Subcontracting (ExhibkE)tothe Depa--entfoontna«�oroheUnubnnitaoopy
Contrmctorwishemtopa�nerwjthtoprovideamn/i"uvund /ao/suocon�rao�oro�he
mfthe Co»treut subcontractors
d«ertke(�ontnaut.Duhng�h�ternl
Department. B`— substituted U�UUyeubnni�/ngFo�n1to�he
� enonsany work ieperformed under aStatement ofVVork the Customer
must approve aUsubcontractors inwriting.
'
Upon reasonable notice to the Contractor, the Department ��me~
m�� right hdhoa��
�u
�n�r�v|math��Wean�informahonco|�Form nn1� �Subcontracting the''
anyti'nedurinQthe[�onbocL (ExhibitE)ad
Page 4 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
3. DEFAULT
Failure to adhere to Contract terms and conditions may be handled in accordance with
Rule OOA-1.ODO.Florida Administrative Code. The Department may take any other
actions deemed necessary and appropriate b]nnaketheSbabawho|eintheeventofauch
default.
At termination of the Contact, regardless of the reason for termination, the Contractor will
return all data owned by the Customer in a standard electronic format of the Customer's
choosing. This shall be done no later than 30 days after termination of the Contract.
Once all data has been returned and accepted by the Customer, the Contractor shall
erase, destroy, and render unrecoverable all Customer -owned data and certify in writing
that these actions have been completed and that destruction has been performed
according to National Institute of Standards and Technology, Special Publication 800-88,
"Guidelines for Media Sanitizabon^(2OOG).This shall bedone within 14days of
acceptance ofthe data bythe Customer.
5. COMPLIANCE WITH LAWS
The Contractor shall comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable tuthe conduct ofits business, including those of
Federal, State, and local agencies having jurisdiction and authority. By way of non -
exhaustive example, Chapter 287, Florida Statutes, and Chapter 60A-1, of the Florida
Administrative Code, govern the Contract. By way of further non -exhaustive example,
the Contractor shall comply with section 274a of the Immigration and Nationalization Act,
the Americans with Disabilities Act, and all prohibitions against discrimination on the
basis of race, re|igion, sex, oneed, national uhgin, handioap, marital otatuo, or veteran's
status. Violation of any applicable laws or ,u|oa oho|| be grounds for Contract
termination.
6. INTELLECTUAL PROPERTY
Any intellectual property created aoaresult ofthe Contract imsubject to following
A. Anything bvwhatsoever designation dnnuybeknovxn.Ulsdisprnducedby.or
developed inconnection with, the Contract shall become the exclusive property
of the of the Customer and may be copyrighted, patented, or otherwise restricted
as provided by Florida or Federal law. Neither the Contractor nor any individual
employed under the Contract shall have any proprietary interest inthe product.
B. With respect toeach deliverable that constitutes ework ofauthorship within the
subject matter and scope ofU.G.Copyright Law, 17U.S.C.sections 1O2-1O5.
such work shall be a "work for hire" as defined in 17 U.S.C. Section 101 and all
copyrights subsisting in such work for hire shall be owned exclusively by the
Customer.
Page 5 of 42
State Term Contract No. 073'000-14-01
For
Management Consulting Services
C. The foregoing shall not apply to any preexisting software orother work uf
authorship used by the Contractor to create a deliverable that exists as a work
independently of the deliverable, unless the preexisting software or work was
developed by the Contractor pursuant to a previous Contract with the Customer
orapurchase bvthe Customer under eState Term Contract.
D. The Customer shall have full and complete ownership of all software developed
pursuant to the Contract including without limitation:
° The written source code;
• The source code files;
° The executable code;
* The executable code files;
° The data dictionary;
• The data flow diagram;
* The work flow diagram;
° The entity relationship diagram; and
* All other documentation needed toenable the Customer toeupportrecreate
revise, repair, orothemvisennakeuse ofthe aofhmana. ` '
This ownership interest will continue after the expiration ortermination ofthe Contract,
SECURITY ACKNOWLEDGEMENT
The prospective Contract will include security provisions addressing the following:
A. Designating oprimary point ofcontact
' that the Contractor will coordinate with
relative to information security issues that may arise in any resulting Contract;
B. Prohibiting the exposure ofany Customer data without prior approval from the
Customer's primary contact;
C. Prohibiting the access of any Customer data without the prior approval from the
Customer's primary contact;
D. Granting the Customer the ability to conduct or use othird party to conduct
security assessments to verify compliance with security requirements;
E. Stating that ownership ofCustomer data will remain with the Customer;
F. Stating that the Respondent will not use or redistribute any Customer information
processed, stored, or transmitted by the Contractor except as specified in the
Contract;
G. Stating that at no time will Customer data be processed on or transferred to any
portable orlaptop computing device orany portable storage medium bythe
Contractor unless that device orstorage medium /ainuse oapart ofthe
Page 6 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
H. Stating that at Contract termination, all Customer data will be returned to the
Customer inausable format tobeagreed upon bythe Customer and the
Contractor; and
Stating that at Contract termination, after all termination requirements have been
met, the Contractor shall erase, destroy, and render unrecoverable all Customer
data and certify inwriting that these actions have been completed within
specified Contract timeframes and that destruction will be performed according to
National Institute of Standards and Technology, Special Publication 800-88,
"Guidelines for Media 8anitizedon~(20O8). See .
Section 7(SecurityAcknowledgement) survives the termination ofthis contract,
8. TRANSACTION FEE
All payments made under the Contract will be assessed a transaction fee as provided in
Section 14 of the PUR 1000, Please review this section for more information regarding
the Transaction Fee,
9. ONFMP ORDERING INSTRUCTIONS
A. The Contractor agrees tnmeet the following requirements:
1. Provide appropriate contact information for customers touse for product and /or
service inquiries and purchases, as well as the most up-to-date product/service
offering the Contractor is authorized to provide in accordance with the statewide
contract; and
2. If orders are to be sent to rese||ero ordistributors for fulfillment then the
Contractor is responsible for providing this list ofauthorized reseUers or
distributors for use
3. The accuracy of this information must be maintained by Contractor throughout
the duration of the statewide contract; and
B. Contractor agrees that [}K88 controls which statewide contracts appear in K8FK8P and
that DMS may elect at any time to remove any Contractor's offering from MFMP,
C. Contractor must be able to accept Purchase Orders via fax, e-mail, cXML or EDI INT
AS12.
10L ELECTRONIC INVOICE
The Contractor shall supply electronic invoices in lieu of paper -based invoices for those
transactions processed through the MFyWP.Contractor agrees, upon Department's
request, to establish electronic invoicing within ninety (90) days of written request.
Electronic invoices shall be submitted tothe Customer through the Ariba Supplier
Network (A8N)inone ofthree mechanisms ealisted below.
SECTION 1. cXK0L(commerce eXtensib|eMarkup Language)
This standard establishes the data contents required for invoicing via oXMLvvith|n the
Page 7 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
the A8Nfor catalog and non -catalog goods and services, The CXML format is the Ariba
preferred method for e|nvokjng.
SECTION 2. 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 |nterohango(ED|) environment.This transaction
�
net can be used for invoicing via the A8N for catalog and non -catalog ooda and
services.
SECTION 3. POFlip via /\SN
The online process allows suppliers tosubmit invoices via the ASNfor catalog and non
oato|nggoodsendsen/iceo.Contradonahavetheubi|itytucnaateaninvoioodinad|y -
from their |nbox in thei,/\8N account by simply "flipping" the PO into on invoice. This
option does not require any special software ortechnical capabilities.
For the purposes 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
K4F&4P.aState Contractor, the right and license touse, naproduue transmit, distribute,
and publicly display within the system the information outlined above. In additionthe `
Contractor warrants and represents that it is authorized end '
grants the State and the third pa�yprovider the right and woempowe»edhoandhereby
disP|oYwithin the syatennthe Contractor's trademarks, �noo�orePro�uc��nd
n'otherbrandingdeoignoUonthatidenti�eo th �'eyVtennma/km.|»go�.traded*eao.
Contractor under the Conhact. �pro�uct»m�d�gvai|ab|ebyth�
The Contractor will work with the MFMP management team to obtain specific
requirements for the Electronic Invoicing upon contract award.
11, PURCHASING CARD PROGRAM
Acceptance ufUniversal card format Purchasing Cards (eQ American
��asberCard.and V�a)isencourugmd but ianot the exo �'""=' �^p/�uu
Purchase Order). The � mam�m�t�odofpoynnent (e.g,,
� ordering payment Puroho�eDrdar
Purchasing {�ord)ahaUbeselected bythe (�—`onner. ' '
12. PRICING
The Contractor shall adhere bzthe negotiated ceiling prices, vvh�hare incorporated bv
reference into the Contract. Negotiated prices are "not to -- which prices and lower
'
pricing may be negotiated by the Customer under this Contract,
13. PROJECT -BASED PRICING
Aproject-based pricing model may beused bvthe Customer instead ofanho
ur
ly
ratemmde|toaconmp|iahQoalaondbaokoUhmtinc|-demoneoonplexrequirenente,
Customers who choos� to um�apn�e��bo�adpriuinQnod— shall adhere^" the RFD
requirement inSection 18 and shall negotiate all pricing, fees, and related exPenseaassooiabadwiththeoonp/eUonofeonhtamkandde|ive--~iththe se|ec,evContrector,Pnoject-baoedpricinOahuu|dbefu||ydetoi|eom theCustomer's 8�atenent
ofVVrh.
Page 8 of 42
State Term Contract No. 873-000-14-01
For
Management Consulting Services
14. DETAIL OFBILLS
Contractor shall submit bills for fees or other compensation for services or expenses in
detail sufficient enough for aproper pre -audit and post -audit. The Department reserves
the right tmrequest additional documentation.
15. BILLS FOR TRAVEL
The Customer is not responsible for travel expenses unless he/she authorizes it in
writing at the time of issuing the purchase order. If authorized by the Customer, bills for
any travel expenses shall be submitted in accordance with s. 112.061, F,S.
A. The Contract shall allow public access to all documentm, popara, kyttero, or other
material made or received by the Contractor in conjunction with the Contract, unless
the records are exempt from section 24(a) of Article I of the State Constitution or
section 119.07(1). Florida Statutes. The Department may unilaterally terminate the
Contract if the Contractor refuses to allow public access as required in this section,
|nthe event ofapublic records Vrother disclosure request pursuant k)Chapter 119.
Florida Statutes, the Florida Constitution orother authority, to which documents that
are marked ^Confidmndo|^are responsive, the Department will provide the Contractor
redacted copies to the requestor. If a requestor asserts a right to the Confidential
Information, the Department will notify the Contractor such an assertion has been
made. |tiethe Contractor's responsibility ioassert that the information inquestion )s
exempt from dimo|ooux* under Chapter 119. Florida Statutes, orother applicable law,
If the Department becomes subject to a demand for discovery or disclosure of the
Confidential Information of the Contractor under legal process, the Department shall
give the Contractor prompt notice of the demand prior to releasing the information
labeled ''confidende|"(unless otherwise prohibited byapplicable |avv). The Contractor
also agrees, at no expense of the Department, to cooperate with the Department in
seeking reasonable arrangements to protect the confidential and proprietary nature
of the information labeled "Confidential."
B. If, under this contract, the Contractor is providing services and is acting on behalf of
the Department asprovided under section 11Q.O11(2).Florida Statutes, the
Contractor, subject to the terms of section 287.058(l)(c), Florida Statutes, and any
other applicable legal and equitable remedies, shall:
1. Keep and maintain public records that ordinarily and necessarily would be
required by the Department inorder to perform the service.
2. Provide the public with access to public records Onthe same terms and
conditions that the Department would provide the records and at a cost that does
not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise
provided bylaw,
Page 9 of 42
State Term Contract No. 073-000-1401
For
Management Consulting Services
3. Ensure that public records that are exempt moonfid�U|and e�m�fmm
public records d�coaurerequirenl�nto�renotdioc| '--
. oaeOexceptesauthorizedby
4� Meet all requirements for retaining public records and transfer, at no uost
' bzthe
Department all public records inpossession ofthe Contractor upon termination ofthacontruotanddestroyanydudinatepub|iu records that -- exemr^or
confidential and exempt from public records disclosure nequ|renmnts. All records
stored electronically nnued be provided to the Department in a format that in
compatible with the information technology systems ofthe Department.
The Department may unilaterally cancel this Contract for refusal bythe Service
Provider to comply with this section by not allowing public access to all documents,
papers. |��rn, orother nnatorio| made orreceived bythe contractor in conjunctionletters,
with the contract, unless the records are exempt from a. 24(m)ofArt, |ofthe State
Constitution and section 1_&.{7(1). Florida Statutes.
117FINANCIAL CONSEQUENCES FOR NON-PERFORMANCE
The State reserves the right towithhold payment or implement other appropriate
remedies when the Contractor has failed to perform/comply with provisions of this
Contract. These consequences for non-performance shall not be considered penalties,
Before issuing aStatement ofWork under this Contract, the Customer shall issue
Requests for Quote (RFOa)toall Contractors. When drafting anRFO the Customer
must include the foUuwing information, but nnayalso include additional
information:
1, Statement ofPurpose /Need
2.Scope ofWork
IProject Tasks and Deliverables
4� Project Timeline
5. List ofContractor Responsibilities
G.Qualifications / Certifications ufthe Cunmultant(m)
7,Method oyCompensation
8,Financial Consequences for Non -Performance
B. Special Terms and Conditions
19. STATEMENT OF WORK
A. Statement of Work Overview
A Customer aheU order services by issuing a Statement of Work. Statements of Work
should estabUahthe npeci�odeliverables, costs, schedules,payment start/completion
dates, etc. for apeoi�cpn�ecto.|tiethe nemponaibiUtynfthe Cuat~nlertodetermine the
appropriate scope for aStatement ufWork.
E. In creating Statements of Work, Customers are permitted to negotiate terms
and conditions which supplement those contained inthis Contract. Such additional
terms shall not conflict with the terms and conditions established by this Contract (and
Page 10 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
any such conflicting terms shall be resolved in favor of terms most favorable to the
Customer, as determined by the Department). Specific terms and conditions within a
Statement of Work are only applicable to that specific Statement of Work and shall not
be construed as an amendment to this Contract.
C. Statement of Work Requirements
The following items should be included in every Statement of Work issued by a
Customer. All parties to a transaction are responsible for ensuring compliance with this
section.
Contract Manager
Every Statement of Work should name a Customer Contract Manager, who will
be the main Customer point of contact for all issues related to the Services
performed under that Statement of Work. The Customer's Contract Manager is
the person authorized to make or approve any changes in the requirements of a
Statement of Work. In the event the Contractor(s) makes any changes at the
direction of any person other than the Contract Manager, the change will be
considered to have been without authority and no adjustment will be made in the
Statement of Work price to cover any increase in costs occurred as a result
thereof. The Customer's Contract Manager is a single point of contact for the
Contractor, and has the authority to obtain decisions on behalf of the Customer.
The Contract Manager may be responsible for, but not limited to, the
performance of the following functions, some of which may be delegated to other
Customer staff:
a. Provide a liaison between the Customer and the Contractor
b. Review, verify, and approve invoices from the Contractor
c. Resolve any contractual problems
d. Ensure the -timely review by the Customer of all planning documents
e. Report on project progress to Customer management
f, Meet with the Contractor to convey information about schedule, timing, and
content of upcoming Deliverables, as well as raising problems and issues
g. Meet with the Contractor and inform Customer management on the
Contractor's problems and issues
h. Facilitate resolution of problems
i. Functions as the source of all material sent to the Contractor
j. Receive all Deliverables from the Contractor
k. Archive all Deliverables received from the Contractor
I. Review all Change Requests looking for communications issues during the
problem's lifecycle and follow-up on unresolved issues regarding
reproducibility, significance, etc.
m. Review and approve all subcontractors that the Contractor intends to use
2. Project Completion Dates
Costs to the Customer for each Deliverable and the completion date must be
agreed upon in the Statement of Work. The completion date shall be based on
the Contractor's project plan and the Customer's needs. The Contractor shall
complete each project within the agreed cost and by the estimated completion
date, unless the completion date is properly modified.
Page 11 of 42
State Term Contract No. 073-000-14-01
For
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3. Statement ofWork Termination for Cause
In addition to those reasons given in the Contract, the Customer may outline any
additional actions or non -actions that may result in a "for cause" termination of
the relevant Statement of Work.
4, Statement ofWork Changes
Customer iaresponsible for ensuring that Statements ofWork specify the
process for change order requests.
Statement ofWork Recommendations
Customers should consider the following items when creating aStatement uf
Work. The items here are not mandatory, but the Depadrn~`tstnzngk/suggests
that (�untnmena(and Contractors) consider addressing the-'ineu�� 'hen
relevant.This list; -- ``
v� �othe,secdoneof(his
Contract contain Statement of Work -level permissions.
a. Inspection and Acceptance
Customers may add specific information related to inspection and acceptance
ofservices, if they aodesire.
b. Liability Insurance
If, inthe sole discretion ufthe Customer, |iabi|dvinsurance greater than that
required bythis (�ontrootio necessary tuinsure
'the project scope ofvvork or
other Deliverables, the addiUona| required insuranceamounts' shou|d be '
detailed inthe Statement ofWork,
c. Minority Participation
Certain State of Florida subdiviaiono, as well as other Customers,may
choose toinclude po�inipahonmeasures atthe drnethat they oodu(t
GtabennentofVVorkF(FOu.Therefore, Stahon`enteof Work awarded conduct
may include provisions for participation bycertified minority and women -
owned Contractors or subcontractors, pursuant to processes established by
such Customers with respect tusuch measures,
d. Performance Bond
The Customer, inits sole discretion, may require the Contractor tofurnish
without additional cost a performance bond or negotiable irrevocable letter of
credit or other form of security for the faithful performance of work under a
particular Statement of Work. The appropriateness of this bond requirement
and the amount nfsuch bond, ifdeemed neuoosmry iethe sole naoponsibUity
ofthe Customer.
'
e. Performance Management
���r�m��'
stem
The Department at the Customer require Contractor tohave a
performance management system hntrack project ooet.schedule dev��unm
an���etua� ' '
State Term Contract No. 973-000-14-01
For
Management Consulting Services
20. CONTRACTOR RESPONSIBILITIES
In accepting a Statement of Work, the Contractor recognizes its responsibility for all
tasks and Deliverables contained therein, warrants that it has fully informed itself of all
relevant factors affecting accomplishment of the tasks and Deliverables and agrees to
be fully accountable for the performance thereof. In addition, the Contractor assumes full
responsibility for the acts of all subcontractors.
The Contractor shall provide all management, administrative, clerical, and supervisory
functions required for the effective and efficient performance of all Statements of Work it
accepts, and shall have sole responsibility for the supervision, daily direction and control,
payment of salary (including withholding of income taxes and social security), worker's
compensation, disability benefits and the like for its personnel. The Contractor is
accountable to the Customer for the actions of its personnel. Each Statement of Work
should name a Customer Contract Manager; however, these Contract Managers may be
working members of teams and should not be expected to perform supervisory
functions.
Contractor's management responsibilities include, but are not limited to, the following
1. Ensuring personnel understand the work to be performed on Statements of Work
to which they are assigned
2. Ensuring personnel know their management chain and adhere to Contractor
policies and exhibit professional conduct to perform in the best interest of the
Customer
3. Ensuring personnel adhere to applicable laws, regulations, and Contract
conditions governing Contractor performance and relationships with the
Customer
4. Regularly assessing personnel performance and providing feedback to improve
overall task performance
5. Ensuring high quality results are achieved through task performance
The Contractor shall not perform any inherently governmental actions under this
Contract.
21. OTHER CONTRACTORS
A. Other Work
The Customer may undertake or award other contracts, Statements of Work, or other
arrangements for additional or related work, and the Contractor shall reasonably
cooperate with such other Contractors and pertinent Customer personnel. The
Contractor shall not commit or permit any act that shall interfere with the performance of
work by any other Contractors or by Customer personnel.
B. Transition of Work
The Contractor agrees to exercise its best efforts and cooperation to effect an orderly
and efficient transition of any Statement of Work or other contract, project, or other
agreement, if necessary.
Page 13 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
When appropriate, Statement of Work management personnel shall meet with a
successor Contractor bmcoordinate Statement ofWork tranoition Discussions may
ino|udepereonne|tnanebiontotheyuomaaeorControutororthe—transition ofStatement of
Work -specific items such aoCustomer orContractor furnished --pp|ieann�baha|�
equipnlent.and oen/icea. ' '
22. TREATMENT OF CUSTOMER ASSETS
Title hmall property furnished bythe Customer under this {on�ucxany S�ementof
VVorkahaU,en�einvv�hthe Cuebome�shall and ^~~~^
au�enUertothe Customer aU
propedyofthe Customer phorhmoe�}ennentupon --terminationor
cancellation ofany StahernentofVVorh. completion, '
Any property of the Customer furnished to the Contractor shall, unless otherwisepnov�edhex�no/epprovedbvthaCusbome�beusedon|yfo'the performance ofthe
21 CONTRACTOR WARRANTIES
The Contractor agrees bothe following representations and warranties:
1, Repair ofDamaged Data Warranty. The Contractor represents that, should any
defect or deficiency in any Deliverable, or the remedy of such defect or
deficiency, cause incorrect data to be introduced into any Customer's database
or cause data to be lost, the Contractor shall be required to correct and
reconstruct, within the timeframe established by the Customer's Contracting
Officer, all production, test, acceptance and training files or databases affected
which are used in the provision of services, at no additional cost to the Customer.
2. Quality Assurance Warranty. The Contractor represents that it will at all times
use a formal Software development process when the Services or Deliverables
involve software modification o/development.
Limitation of Warranty for Customer -Furnished Software. |nlieu ofany other
warranty expressed orimplied herein, the Customer warrants that any
programming aids and software packages supplied for Contractor use as
Customer -furnished property shall be suitable for their intended use on the
system(s) for which designed. In the case of programming aids and software
packages acquired bythe Customer from ecommercial sounoesuch vvanentyia
Nmitedtuthat set fodhinthe contractual doounnentcovering th`product(o)
Should Cumtomnepfurniahedprogramnnningaids oroofbware � �
suitable for their intended use nnthe ayotem(a)for vvhichdPm«keg�mnot�e
such prope�yiafurnished "as ia"th�ContnaotorahaUnnd«as|QneU'�«naptwhena
' Tythe (�updomar'o
Conha(tingDfhnerand aupp�ydocumentation---~^—�''`^'
reganJmganydefecteandtheir
effect onprogress ontheStatement� 'ofVVnrk.TheCuatomer'oConbactingOffimar
will consider equitably adjusting the delivery performance dates or Statement of
VVunk phme, or both, and any other contractual provision affected by the
Customer -furnished property in accordance with the procedures provided for in
the clause ofthis contract entitled "Changem"
Page 14 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
24. STATEMENT OF WORK TERMINATION
Upon the termination of any Statement of Work or a portion thereof, the Customer may
require the Contractor to deliver to the Customer any Deliverables specifically produced
or acquired for the performance of such part of any Statement of Work. Customer shall
pay the Contractor for Deliverables received and accepted by the Customer, however, in
no event shall the Customer pay to the Contractor an amount greater than the
Contractor would have been entitled to if the Statement of Work were not terminated.
After receipt of a notice of termination, and except as otherwise directed by the
Customer, the Contractor shall stop performing services on the date, and to the extent
specified, in the notice.
The Contractor shall accept no further Statements of Work for additional or other
services related to the affected Statement of Work, and shall, as soon as practicable, but
in no event longer than thirty (30) calendar days after termination, terminate any orders
and/or subcontracts related to the terminated Statement of Work and settle all
outstanding liabilities and all claims arising out of such termination of orders and/or
subcontracts, with the approval or ratification of the Customer to the extent required,
which approval or ratification shall be final for the purpose of this section.
The parties shall also settle any transfers of property which may have been required to
be furnished to Customer or which otherwise belongs to the Customer; and Contractor
shall provide written certification to the Customer that the Contractor has surrendered to
the Customer all said property.
The termination of a Statement of Work shall not affect the performance or quality of any
other unrelated Statement of Work being performed by the Contractor for the same
Customer or any other Customer.
25. INSURANCE REQUIREMENTS
Insurance Coverage
Commencing no later than five calendar days after execution of this Contract, the
Contractor shall, at its own expense, secure and maintain the insurance coverage
required by law and explicitly required by this section and shall provide proof to the
Department for approval. Performance may not commence on this Contract until such
time as insurance is secured by the Contractor and approved by the Department.
Commercial General Liability
The Contractor shall secure and maintain commercial general liability insurance
in a face amount of $5,000,000. The Department shall be named as an additional
insured in the general liability coverage policy. Each policy shall include thirty
(30) calendar days prior written notice to the Department of cancellation for any
coverage.
Page 15 of 42
State Term Contract No. 973-000-14-01
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Workers' Compensation Insurance
The Contractor shall secure and maintain workers' compensation insurance as
required for the State under the relevant workers' compensation law. The
workers' compensation insurance shall cover all employees connected with the
Services provided under this Contract. In case any work is sublet, the Contractor
shall require the subcontractor similarly to provide workers' compensation
insurance for all of the subcontractor's employees unless such employees are
covered by the protection afforded by the Contractor. Such insurance shall
comply fully with the Federal and Florida workers' compensation law. In case any
class of employees engaged in hazardous work under this Contract at the site of
the project is not protected under the workers' compensation statute, the
Contractor shall provide, and cause each subcontractor to provide, adequate
insurance, satisfactory to the Department, for the protection of employees not
otherwise protected.
Professional Indemnity Insurance
The Contractor shall secure and maintain professional indemnity insurance that
shall cover Professional Liability and Error and Omissions in the face amount of
$5,000,000.
Auto insurance
The Contractor shall secure and maintain liability coverage in minimum limits of
$2,000,000 (with umbrella) on all automobiles used in performing the services
under the Contract.
Subcontractor Provider Insurance Coverage
Before providing services to the Customer, any subcontractor of the Contractor
shall provide insurance as follows:
General Liability - $2,500,000;
Workers' Compensation — statutorily required amount; and
Automobile Liability (with umbrella) - $2,000,000.
The Contractor's major subcontractors shall provide the following
additional insurance:
Errors and Omissions -- $2,500,000.
Proof of Insurance
At the request of the Department, the Contractor shall provide all relevant
certificates and endorsements as proof of such insurance or proof of its ability to
self -insure, including renewal or replacement evidence of insurance at least 30
days prior to the expiration or termination of any insurance.
Deductible Amounts
The deductible amounts for any peril shall not exceed those determined by the
Contractor to be customary in the industry. The Contractor shall be responsible
for payment of its deductible.
Page 16 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
Self -Insurance
For any required insurance coverage, the Contractor may use a self-insurance
program, provided such program has received prior written approval of the
Department.
26. REPORTING REQUIREMENTS
Each Contractor shall submit a sales report on a quarterly basis using Form 2: Contract
Quarterly Report. Reporting periods coincide with the State Fiscal Year:
° C>uarter1- Uuly-
• Quarter 2- (October December)
° Quarter 3'(Janue;-K4annh)
° Quarter 4-(Apri|,]una)
Each Contract Quarterly Report must beinExcel format and shall include:
° Contractor's Name and contact information
• Detail oftime period covered bvincluded data
° Total aa|ao including detail of list price and contract price
• Transaction detail (See Form 2:Contract Quarterly Report)
Failure tnprovide quarterly and annual sales reports, including nosales, within thirty (3D)
calendar days following the end of each quarter (January, April, July and October)
and/or contract year may result inthe Contractor being found indefault and cancellation
of the contract by the Department. Upon request, the Contractor shall report to the
Department, spend with certified and other minority business enterprises. Reports must
include the period covered, the name, minority code and Federal Employer Identification
Number ofeach minority vendor utilized during the period, commodities and services
provided bythe minority business enterprise, and the amount paid to each minority
vendor on behalf of each purchasing agency ordering under the terms of this Contract.
Initiation and submission ofthe Contract Sales Summaries are tobe the responsibility of
the Contractor without prompting or notification by the Contract Manager. The Contractor
will submit the completed Contract Sales Summary forms by email to the Contract
Manager.
Upon reasonable notice to the Contractor, the Department reserves the right to adjust
and revise the fields and information collected in Form 2: Contract Quarterly Report
(Exhibit E) at any time during the Contract.
27. PREFERRED PRICE AFFIDAVIT REQUIREMENT
The Department will provide the Preferred Pricing Afhdevit, incorporated by reference,
sechon21O,0113.F|or�oSbdutes,for oonnp|edonbvanauUlor�edrep ntativeofthe
Contractor attesting that the Contractor is in compliance with the best pricing provision in
Section 4(b) of the PUR 1000 form. If awarded, the Contractor agrees to submit to the
Deportment, atleast annually, the completed signed Preferred Pricing Affidavit.
Page 17 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
Pursuant to State of Florida Executive Order No.: 11-118, the Contractor is required to
utilize the U.S. Department ofHomeland Security's
E-Venfyayabantox^o"rif^theemp|oymerd of all new employees hired by the Contractor during the Contract tern ,A|so.the{ontraciornhaUino)udeinre|abeaubcontractaarequirenentt'"`subcuntraotorsperformingvorhorprovidinQmen/icespunmuanttothe8vate TermContract utilize the E'Verify system to verify employment of all new employees hired
bythesubcuntnsutorduhnAthe Contract term,
21 SCRUTINIZED COMPANIES LIST
The Contractor certifies that it is not listed on either the Scrutinized Companies with
Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List, created pursuant tosection 215.473.Florida Statutes. Pursuant to
Department
immedimhe|yterrninebathe{�ontnactforoeusa�theCuntrautoriafnund"to have submitted
a false certification or if the Contractor is placed on the Scrutinized Companies with
Activities /n Sudan List or the Scrutinized Companies with Activities in the Iran PetroleumPetroleumEnergy Sector List during the term ofthe Contract.
Page 18 of 42
State Term Contract No 973-000-14-01
For
Management Consulting Services
EXHIBIT B: GENERAL CONTRACT CONDITIONS
State of Florida
PUR 1000
General Contract Conditions
Contents
1 Definitions.
2,Purchase Orders.
3, Product Version.
4, Price Changes Applicable only to Tenn Contracts.
5, Additional Quantities.
6.Paokaging.
7� Inspection mtContractor's Site.
8� Safety Standards.
Q.Americans with Disabilities Act.
10Literature.
11 Transportation and Delivery.
12. Installation.
13. Risk ofLoss.
14,Transaction Fee,
15. Invoicing and Payment.
18.Taxem.
17.Governmental Restrictions.
18� Lobbying and Integrity.
18. Indemnification.
20. Limitation of Liability.
21 Suspension ofWork.
22.Termination for Convenience.
23. Termination for Cause.
24. Force K4ajeuna. Notice ofDelay, and No Damages for Delay.
25.Changes.
28,Renewo|.
27.Purchase Order Duration.
28.Advertising.
29.Aaeignment,
30. Antitrust Assignment
31 Dispute Resolution.
32. Employees, Subcontractors, and Agents.
31 Security and Confidentiality.
34.Contractor Employees, Subcontractors, and Other Agents.
85�Insurance Requirements.
3O.Warranty ofAuthority.
37Warranty ofAbility toPerform.
38.Nohues.
30. Leases and Installment Purchases.
40, Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE).
Page 19 of 42
State Term Contract No.373-OUO-14-U1
For
Management Consulting Services
42.Modification ofTerms.
43Cooperative Purchasing.
44,VVaiver,
45, Annual Appropriations.
46, Execution inCounterparts.
1, Definitions. The definitions contained in s, 6OA-1.001 F�C��Uapply�����m�,
The fo|�vvngadd�onaibern,eare a�odef�ed: ' �
(e) "Contract" means the legally enforceable agreement that nsou|tn from a successful
solicitation, The pe�ieshothe Contract will be the Customer and Contractor. o
(b) ^Custorner" means the State agency orother entity identified in a contract oothe party to
receive commodities or contractual services pursuant to a contract or that orders commodities
or contractual services via purchase order orother contractual instrument from the Contractor
under the Contract. The ^Cuatornmr''may also bethe ''Buyer' as defined in the PUR 1001 if
meets the definition of both terms.
it
(c) ''Product' means any deliverable under the Contract,which may include commodities,
services, technology urwofhmore. em'
(d)"Purchase order" means the form mrformat aCustomer uses homake upurchase unda
Contract (e.g., eformal wri�en purchase order, electronic purchase order, procurement r �h ne
nonhmctmrother authorized meons). ' can]'
2. Purchase Orders. In contracts where commodities orservices are ordered
'bvthe Custome
r
v/apurohaseorder.ContraotorehoUnotde/iverorfurninhpnodunteunb|eCuatoner �nanenitsapurohame order, All purchase orders shall bear the Contract or solicitation number, shall bep/aoed by the Customer directly with the Contractor, and shall b� deemed incorporate by the Contract and solicitation terms and conditions. Any discrepancy between the{ontract terns and the terms stated on the Contractor's order f»/m, confirnation, oraokno*|edQenent shall be resolved in favor of terms most favorable to the Customer. Ap«rohaae order for services within the ambit of section 287.058(1) of the Florida Statutes shallbe deemed to incorporate by reference the requirements of subparagraphs (a) through (f)
theneof. Customers shall designate acontract nmnaQerend a contract administrator aa requiredby mubectiuna287.O57(15) and(10) of the
Florida Statutes.
3iProduot Version. Purchase orders shall bedeemed ho reference manufacturer's most
recently release model or version of the product at the time of the order
eoennyre|eaaennode/orveraionoftheproduotatthodmeoftheorder unless the C Customer sped�oa||yrequests inwriting mnearlier model orversion and the contractor invvi||in t u n�e/
such model nrversion, O »P'»«|de
4. Prima Changes Applicable only to Term Contracts.|f this is m term contract fo commodities or services, the following provisions apply.
r
(a) Contractors are urged tooffer additional discounts for one time delivery
la
rge a/Ve ux`y/e oroer& Cumiunnero should seek to negotiate additional price concessions on
State Term Contract No. 073-000-14'01
For
Management Consulting Services
quantity purchases of any products offered under the CnntnsoL State Customers shall
document their files accordingly.
(b) Best Pricing Offer. During the Contract term, if the Customer becomes aware of better
pricing offered by the Contractor for substantially the oorne or a smaller quantity of o product
outside the Contrect, but upon the menne or similar terms of the Cordrecr, then at the discretion
of the Customer the price under the Contract shall be immediately reduced to the lower price.
(o) Sales Promotions. In addition to decreasing prices for the balance of the Contract term due
to achange in market conditions, m Contractor may conduct sales promotions involving price
reductions for a specified lesser period. A Contractor shall submit tnthe Contract Specialist
documentation identifying the proposed (1) starting and ending debao of the promotion, (2)
products involved, and (3) promotional prices compared to then -authorized prices. Promotional
prices shall be available to all Customers. Upon approval, the Contractor shall provide
conspicuous notice nfthe promotion.
(d) Customers may trade-in equipment when making purchases from the Contract. A
trade-in shall be negotiated between the Customer and the Contractor, Customers are
obligated to actively seek current fair market value when trading mluiprnent, and to keep
accurate records of the process. For State o0encieo, it may be necessary to provide
documentation to the Department ofFinancial Services and tnthe agency property custodian
pursuant toChapter 273.F.8.
(e) Equitable Adiustment, The Customer may, in its sole dieonation, make an equitable
adjustment in the Contract tarrno or pricing if pricing or availability of supply is affected by
extreme and unforeseen volatility in the merhotp|aoe, that is, by ci/ounnmtenoea that satisfy all
the following criteria: (1) the volatility is due to causes wholly beyond the Contractor's control,
(2) the volatility affects the marketplace or industry, not just the particular Contract source of
supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility mn
affects the Contractor that continued performance of the Contract would result in a substantial
Si Additional Quantities. For e period not exceeding ninety (SO) days from the date of
solicitation award, the Customer reserves the right to acquire additional quantities uptothe
amount shown onthe solicitation but not tnexceed the threshold for Category Two atthe prices
submitted inthe response tothe solicitation.
G. Packaging. Tangible product shall besecurely and properly packed for shipment, storage,
and stocking in appropriate, clearly |eba|ad, shipping containers and according to accepted
commercial practice, without extra charge for packing mat*ria|s, uomao, or other types of
containers. All containers and packaging shall become and remain Customer's property.
7. Inspection at Contractor's Site. The Customer remenx*o the right to inepect, at any
reasonable time with prior notioe, the equipment or product or plant or other facilities of a
Contractor to assess conformity with Contract requirements and to determine whether they are
adequate and suitable for proper and effective Contract performance.
8. Safety Standards, All manufactured items and fabricated aoaernbUaa subject to operation
under pressure, operation by connection to an electric source, or operation involving connection
to manuhyctuned, natura|, orLPgas source shall baconstructed and approved in onnanner
Page 21 of 42
State Term Contract No. 073-000-14-01
For
Management Consulting Services
acceptable tothe appropriate State inspector.
Acceptability oustonohk/requires, otaminimum,
identification marking of the appropriate safety standard organization, where such approvals oflistings have been established for the type of device »'e/ev and furnm»ed, for example: theAner|can Society of Mechanical Engineers for pressure vessels; theUnderwriters Laboratories
and/or National Electrical Manufacturers'8anociati»nfore|enthna||yoperated assemblies; andthe American Gas Association for gas -operated assemblies. In addition, all items furnishedshall meet all applicable requirements of the Occupational Safety and Health Act and state andfedera| requirements relating toclean air and water pollution.
9. An,mrioama with Disabilities Act. Contractors should identify any products that may be
used or adapted for use by visually, hearing, or other physically impaired individuals.
10. Literature. Upon request, the Contractor mheU furnish literature reasonably related to the
product offered, for example, user manuals, price schedules, catalogs, descriptive brochures
11� Transportation and Delivery. Prices ohoU include all charges for
^' packing, handling, distribution, and inside delivery. Transportation of goods ehoU be FOB Destination to point within thirty (30) days '-r -e Customer places Urder. A Contractor, within five days after receiving a purchase ~~ar'shall notify the Customer of any potential deliveryde|ayo Evidence ofinability or intentional delays shall hocause for Contract
Contractor suspension.
12. Installation. Where installation is required Contractor shall be responsible for placing and
installing the product in the required locations at no additional charge, unless otherwise
designated on the Contract orpurchase order. Contractor's guUl`rized product and price list
shall clearly and separately identify any additional installation charges. All materials used inthe
installation oho|| be of good quality and shall be free of defects that would diminish the eappesronoe of the product or render it structurally or operationally unsound. Installation
includes the furnishing of any equipment, rigginA, and materials required to install or replace thewuuunt in the proper location. Contractor shall protect the site from damage and shall repairdomaQes or injury caused during installation byContractor orits employees or agents. If anyalteration, disnant|ing, excavation, etc.,is required to achieve installation, the Contractor shallpromptly restore the structure or site to its original condition Contractor ah�pe�rninstallation work so as to cause the least inconvenience and inte�unanue with Customers andmith proper consideration cvothers onsite.
Upon completion ofthe inodaUaUon the d
surrounding area of work aheU be left clean and in a neat and unobstructed
a»
everything in satisfactory repair and order. nUc �d condition. with
13. Risk of Loss. Matters cfinspection and
° acceptance
nare addressed in a 215.422' F.S. urui|acceptance, risk ofloss ordamage shall remain with the Contractor. The Contractor shall responsible for filing, processing, and collecting all damage claims. To assist the Contractorwith damage claims, the Customer shall: record any evidence of visible damage on all copies ofthe delivering carrier's Bill of Lading; report damages to the carrier and the Contractor; and
provide the Contractor with ocnpyufthecarrier'mBiUofLadinganddamageinapechonrqpod-
When Customer rejects a product. Contractor shall remove it from the premises within ten
days after notification mrrejection. Upon rejectionnotification, the risk nfloss ofrejected onon-
conforming product mba|| remain with the Contractor. Rejected product not removed by tyContraot rw¢hmtendaye shall bedeemed abandoned bythe Contractor, and the Customershall have the right to dispose of it as itso�n property. y� Contractor
shall reimburse the
Page 22 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
Customer for costs and expenses incurred in storing or effecting removal or disposition of
rejected product.
14. Transaction Fee. The State of Florida has instituted K8yFNrdaK8arhatP|aoe, a statewide
eProouremerd System ("System"). Pursuant to section 287.057(23), Florida 8tadubso (2002). all
payments shall be assessed a Transaction Fee nfone peroent(1.O96). which the Contractor
shall pay tothe State, unless exempt pursuant to8OA-1.O32,F.A.C.
For payments within the State accounting system (FLAIR or its successor), the Transaction Fee
shaU, when pnssib|e, be automatically deducted from payments tnthe Contractor. If automatic
deduction is not possible, the Contractor shall pay the Transaction Fee pursuant to Rule 80A'
1O31(2). F.A.C. By submission of these reports and corresponding paynnento. Contractor
certifies their correctness. All such reports and payments shall besubject toaudit bythe State
orits designee.
Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase
of any item(s) if such item(s) are returned to the Contractor through no fau|t, aut, or omission of
the Contractor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when on
item is rejected or returned, or declined, due tothe Contractor's failure to perform orcomply with
specifications orrequirements ofthe agreement.
Failure to comply with these requirements shall constitute grounds for declaring the Contractor
in default and recovering reprocurement costs from the Contractor in addition to all outstanding
fees. CONTRACTORS DELINQUENT |N PAYING TRANSACTION FEES MAY BE SUBJECT
TO BEING REMOVED FROM THE DEPARTMENT QFMANAGEMENT SERV|CES,VENDOR
LIST AS PROVIDED IN RULE 60A-1.006,F.A'C.
15. Invoicing and Payment Invoices aho|| contain the Contract number, purchase order
number if applicable, and the appropriate vendor identification number. The State may require
any other information from the Contractor that the State deems necessary to verify any
purchase order placed under the Contract.
At the Stabs'a option. Contractors may be required to invoice electronically pursuant to
guidelines of the Department of Management Services. Current guidelines require that
Contractor supply electronic invoices in lieu of paper -based invoices for those transactions
processed through the system. Electronic invoices shall bBsubmitted tothe Customer through
the Ariba Supplier Network (ASN) in one of the following mechanisms — EDI 810, cXML, or web -
based invoice entry within the ASN.
Payment shall be made in accordance with sections 215.422 and 287.0585 of the Florida
Statutes, which govern time limits for payment ofinvoices. Invoices that must bereturned toa
Contractor due tn preparation errors will result in a delay in payment. Contractors may call
(850) 413-7269 Monday through Friday to inquire about the status of payments by State
Agencies, The Customer is responsible for all payments under the Contract. A Customer's
failure to pay, or delay in poyment, nhoU not constitute a breach of the Contract and shall not
relieve the Contractor of its obligations to the Department or to other Customers.
16. Taxes. The State does not pay Federal excise or sales taxes on direct purchases of tangible
personal property. The State will not pay for any personal property taxes levied on the
Contractor or for any taxes levied on employees' wages. Any exceptions to this paragraph shall
be explicitly noted by the Customer in the special contract conditions section of the solicitation
ur|nthe Contract orpurchase order.
Page 23 of 42
State Term Contract No. 973-000-14-01
For
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17.Govemmnnental Restrictions. |fthe Contractor believes that any governmental restrictions
have been imposed that require alteration ofthe material, quality, workmanship orperformance
oYthe products offered under the Contract, the Contractor shall immediately notify the Customer
in indicating the specific restriction. The Customer reserves the rightand the complete
discretion to accept any such alteration or to cancel the Contract at no
further expense to the
Customer,
18. Lobbying and Integrity. Customers shall ensure uom-pUanoevithSe'c—Uon11'0S2-FSandSection 218.347. FO.Tha ContractorShaU not, in connection with this or any other agreementwith the Stehs, directly or indirectly (1)offer, confmr, oragree tn confer any pecuniary benefit on
anyone as consideration for any State officer or employee's decision, opinion, nan~'"odabon,vote. other exercise ofdiscretion, or violation of known legal duty, -r(2)offer, give, or agree to to anyone any gratuity for the benefit of, or at the direction or request of. any State officeror employee, For purposes of clause (2). "gratuity" means any payment oYmore than nominalmonetory value in the form of coah, travel, entertainment, gtm'meals, lodging, loans,subscriptions, advannex, deposits of money, services, employment, or contracts of any kind. request of the Customer's Inspector General, or other authorized State offioio|, theCo»trantor shall provide any type of information the Inspector General deems relevant to theContractor's integrity orresponsibility. Such information may include, but shall not be limited to,the Contractor's business or financial records, documents, or files ofany type or form that referto or relate to the Contract. The Contractor shall
retain such records for the longer of(1) three
years after the expiration of the Contract or (2) the period required by the General Records
Schedules maintained by the Florida Department of State (available at:
LILIELH—dlis dos. state J [ us/ba rm1nPn-,rhPdu les/gensched. htm) . The Contractor agrees to
reimburse the State for the reasonable costs of investigation incurred by the Inspector General
or other authorized State official for investigations of the Contractor's compliance with the terms
of this or any other agreement between the Contractor and the State which results in the
suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to:
salaries of investigators, including overtime; travel and lodging expenses; and expert witness
and documentary fees. The Contractor shall not be responsible for any costs of investigations
that do not result in the Contractor's suspension or debarment.
19. Indemnification. The Contractor shall be fully liable for the actions of its
�agents, partners, or subcontractors and ohaOfuUyindenn�v'defend and hold hmnn|mos the
State Customero, and their u�cena' agents, and employees, from suits, actions, damages, costs ofevery name and deoohption. including attorneys' f-ao' arising hono're|aUnQtu
personal injury and damage toreal orpersonal tangible property aUegedto be caused in whole in pad by Contractor' its agents,employees, partners, or subcontractors, provided, however,
that the Contractor shall not indemnify for that portion of any loss or damages proximatelyoaused by the negligent act or omission of the
State u/a Customer.
Further, the Contractor shall fully indemnify, defend and hold hann�ae the State and
Customers hnnn any auba ouhun' damages, '' `
including attorneys' fees, arising wu' or relating
and costs of every name and description,
copyright, patent, �rod�' �""ed xv'//teU *aaong to »m|at|«n or i»hinQennant uf g trademark,
. . �ox v/ m mcxua| property right,provided, hovv�vor, that �h
foregoing obligation shall not apply to Customer's
i ' ' �
products or m Customer's operation or use of (�o�uoa »r modification of Contractor's
contemplated by the Contract or the purchase order,nrr�cJo'�a products in a manner not
infr|ngen»entsud.orintheCuninaotor'aopinionio|ike{yto become the subject of such a euit, the
If any product i� the subject of �n
Contractor may at its sole expense procure for the �ua�onn�r��� right to continue using the
Page 24 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
product or to modify it to become non -infringing. If the Contractor is not reasonably �bka to
mnd�ynro���mam�u��aC��m��eright �oonbnuau�ng�e��u�.�e Contractor
shall remove the product and refund the Customer the amounts paid in excess of a reasonable
rental for past use. The customer shall not beliable for any royalties.
The Contractor's obligations under the preceding two paragraphs with respect to any legal
motion are contingent upon the State orCustomer giving the Contractor (1)written notice of any
action or threatened action. (2) the opportunity totake 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. The Contractor shall not be liable for any ooat, expenoe, or compromise incurred or
made by the State or Customer in any legal action without the Contractor's prior written consent,
which shall not beunreasonably withheld.
20. Limitation of Liability. For all claims against the Contractor under any contract or purchase
order, and regardless of the basis on which the claim is nnado. the Contractor's liability under a
contract or purchase order for direct damages shall be limited to the greater of$1OO.O0O. the
dollar amount of the contract or purchase ondar, or two times the charges rendered by the
Contractor under the purchase order. This limitation shall not apply to claims arising under the
Indemnity paragraph contain inthis agreement.
Unless otherwise specifically enumerated in the Contract or in the purchase order, no party shall
be liable to another for special, indinaot, punitivo, or consequential damages, including lost data
or records (unless the contract or purchase order requires the Contractor to back-up data or
reuords).even ifthe party has been advised that such damages are possible. Noparty shall be
liable for lost profits, |not revenue, or lost institutional operating savings. The State and
Customer may, in addition to other remedies available tothem atlaw orequity and upon notice
to the Contrentor, retain such monies from amounts due Contractor aa may be necessary to
satisfy any claim for dameges, pona|tiea, 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.
21. Suspension of Work. The Customer may in its sole discretion suspend any or all activities
under the Contract or purchase order, at any tinne, when in the best interests of the State to do
so. The Customer shall provide the Contractor written notice outlining the particulars of
suspension. Examples of the reason for suspension include, but are not limited to, budgetary
oonahaintm, declaration of emergency, or other such circumstances. After receiving a
suspension notice, the Contractor shall comply with the notice and nhoU not accept any
purchase orders. Within ninety days, or any longer period agreed to by the Contractor. the
Customer shall either (1) issue e notice authorizing resumption of worh, at which time activity
shall resume, or (2) terminate the Contract or purchase order. Suspension of work shall not
entitle the Contractor toany additional compensation.
22. Termination for Convenience. The Cuatomer, by written notice tothe Contreotor, may
terminate the Contract in whole or in part when the Customer determines in its sole discretion
that it is in the Stote's interest to do so. The Contractor shall not furnish any product after it
receives the notice of termination, except as necessary to complete the continued portion of the
Contract, if any. The Contractor shall not boentitled to recover any cancellation charges or lost
profits.
Page 25 of 42
State Term Contract No. 973-000-14'01
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21'Termination for Cause. The Customer may terminate the Contract ifthe Contractor fails to o(1) deliver the product within the time specified in the Contract orany extension, (2) maintainadequate pro8naae, thus endangering performance of the Contract, (3) honor an/ term of the or abide byany statutory, regulatory, or licensing requirement. Ru/eou/-1 .006(3).F,A,C�. governs the procedure and consequences
of default. The Contractor shall contin
uewurk on any work not terminated. Except for defaults of subcontractors at any tier, the
Contractor shall not be liable for any excess costs if the failure to perform the Contract arises events completely beyond the control, and without the fault or negligence, of theContraotnr, |fthe failure ioperform iacaused ^ythe default ufosubcontractor at any tier, and ifthe cause of the default is completely beyond the control of both the Contractor and thesubooniractor.andwithoutth*fau|tornegUg~''eofeither'the Contractor ahaUn»tbe|iub|eforamyexoesycomtoforfmi/urmtopedbrm.un|e- the subcontracted products were obtainable from
other sources in sufficient time for the Cordnmo[»r to meet the required delivery schedule. If,
after it is determined that the Contractor was
not in
default, orthat the default «asexnuaab|e. the rights and obligations of the parties shall be the sane as if the termination hadbeen issued for the convenience of the Cuetomer. The rights and remedies «rthe Customer inthis clause are in addition to any other rights and remedies Pno«/Ued by law or under the(ontrnc1.
24. Force Majeure, Notice of Delay, and
, No Damages for Delay. The Contractorsshall
Unot be
responsible for delay resulting from its failure toperform ifneither efaultnorUlenag|'gonoe of
the Contractor or its employees oragents contributed hothe delay and the delay isdue directly
tu acts o, coo, wars, acts of public enemies, strikes, fires, floods, orother similar cause wholly
beyond the Contractor's control, or for any of the foregoing that affect subcontractors o
rauppUeroifnnmkernate source ofsupply ioavailable to the Contractor. |ncase ofany delay the
Contractor believes iaexcusable, the Contractor shall notify the Customer in writing of the delaymr potential de/ay and describe the cause of the delay either (1) within ten (10) days after the
cause that creates or will cr��tethe delay first arose, ifthe Contractor could reasonably foresee
that adelay could occur as a result, or if delay is not reasonably foreseeable, within five (5)days after the date The Contractor first had reason to believe that delay could result, THE
FOREGOING SHALL CONSTITUTE THE CONTRACTOR'S SOLE REMEDY "FEXCUSE
WITH RESPECT T[DELAY, Providing notice in strict accordance with this paragraph is acunditionpreoedenttonuohnenedy Nnclaim for damages, other than for anextension »ftime,
shall beasserted against the Customer. The Contractor shall not be entitled to an increase in
the Contract price or payment of any kind from the Customer for direct, indi»act, consequential,|«Pact orother costs, expenses or damages, including but not limited t» costs of acceleration orineffioienoy. arising because of de/my' disruption, interference, or hindrance from any oauaevha{eoever. If performance is suspended or delayed, in who'* or in pad' due to any of thepauaes described in this paragraph, after the causes have ceased toexist the Contractor shall
perform at no increased cost, unless the Customer determines, in its sole discretion, that the
delay significantly impair the value of the Contract to the Gtoba or to Customers, in whichuaae the Customer may (1) accept allocated performance or deliveries from the Contractor,provided that the Contractor grants preferential treatment to CUotomerS—Wfhreopecttoproduntasubjected to allocation, or (2) purchase from othera»urcea �bhumd r*oqunae to and by the
Contractor for the related costs and expene�o)borep|�oeaorpadofbhepnod�� that arethesubject of the delay, which purchases may be deducted from the Contract quantity, or (3)Ienn|nate the Contract inwhole or in part.
25.i��hanges. The Customer may unilaterally require by written ordwr, changes altering, adding to, or ' ' ^ ' a«�nnQ ' sp�oUloa�ona providedthm�auchuhan ~ '
` gas are within
State Term Contract No. 873-0U0-14-01
For
Management Consulting Services
the general scope of the Contract. The Customer may make an equitable adjustment in the
Contract price o, delivery date if the change affects the cost or time of performance. Such
equitable achuatnnenba require the vxh#en consent of the Conbaotor, which shall not be
unreasonably withheld. If unusual quantity requirements arise. the Customer may solicit
separate bids to satisfy them.
26. Renewal. Upon mutual agreement, the Customer and the Contractor may renew the
Conkact, in whole o/ in pmrt, for a period that may not exceed 3 years or the term of the
contracf, whichever period is longer. Any renewal shall specify the renewal prioe, as set forth in
the solicitation response. The renewal must be in writing and signed by both perties, and is
contingent upon satisfactory performance evaluations and subject to availability of funds.
27. Purchase Order Duration. Purchase orders issued pursuant to a state term or agency
contract must be received by the Contractor no later than close ofbusiness on the last day of
the contract's ta,nn to be considered timely. The Contractor is obliged to fill those orders in
accordance with the contract's terms and conditions. Purchase orders received by the
contractor after close of business on the last day of the state term or agency contract's term
shall beconsidered void.
Purchase orders for a one-time delivery of commodities or performance of contractual services
shall be valid through the performance by the Contnaotor, and all terms and conditions of the
state term or agency contract shall apply to the single de|iveryVparfornnmnoe, and aho|| survive
the termination ofthe Contract.
Contractors are required to accept purchase orders specifying delivery schedules exceeding the
contracted schedule even when such extended delivery will occur after expiration of the state
term or agency contract. For examnp|e, if state term contract calls for delivery 30 days after
receipt of order (ARO), and an order specifies delivery will occur both in excess of 30 days ARO
and after expiration of the stabs term contract, the Contractor will accept the order. Hovvevar, if
the Contractor expressly and in writing notifies the ordering office within ten (10) calendar days
of receipt of the purchase order that Contractor will not accept the extended delivery tmr,na
beyond the expiration ofthe state term contract, then the purchase order will either beamended
in writing by the ordering entity within ban (10) calendar days ofreceipt ofthe contractor's notice
to reflect the state term contract delivery schedule, oritshall beconsidered withdrawn.
The duration of purchase orders for recurring deliveries of commodities or performance of
services mheU not exceed the expiration of the state term or agency contract by more than
twelve months. However, if an extended pricing plan offered in the state term or agency
contract is selected by the ordering enhty, the contract terms nn pricing plans and renewals
shall govern the maximum duration of purchase orders reflecting such pricing plans and
renewals.
Timely purchase orders ohoU be valid through their specified bsnn and performance by the
Contractor, and all terms and conditions of the state term or agency contract shall apply to the
recurring delivery/performance as provided herein, and shall survive the termination of the
Contract,
Ordering offices shall not renew e purchase order issued pursuant to a state term or agency
contract ifthe underlying contract expires prior tothe effective date ofthe renewal.
Page 27 of 42
State Term Contract No. 073-000-14-01
For
Management Consulting Services
28 Advertising. Subject to Chapter 119. Florida Statutes, the Contractor shall not publicly
disseminate any information concerning the Contract without prior written approval from the
Customer, ino|uding, but not limited tomentioning theContract in a press release or
—r
promotional materie|, identifying the Customer or the State as a reference, or otherwise |inkingtheCuntraotor'sname and either adescription ofthe Contract orthe
name of the State or the
Customer in any material published, either in print or electronically, to any entity that is not a
pa�yho��on�ac,except potential oractual euthor�oddiethbutoro.'dealers, resellere.orservice
representative.
29. Assignment. The Contractor shall not sell, assign ortransfer any of its rights, duties or
obligations under the Cnntract, or under any purchaseorder issued pursuant hothe Contract
without the prior written consent of the Customer. In the event of any assignment,
m�tthe
`
Contractor remains secondarily liable for performance of the contract, unless the Cu`~^~Contractorewpress/yaiveasuch secondary liability. The Customer rnayassign the Contrawith i~'
vv
written no
tice u� nPror
30. Antitrust Assignment. The Contractor and the State of Florida recognize that in actual
economic practioe, overcharges resulting from antitrust violations are infact usually borne by
the State of Florida. Therafona, the contractor hereby assigns to the State of Florida any and all
claims for such overcharges as to gouda, materials or services purchased in connection with the
Contract,
31.Dispute Resolution. Any dispute concerning performance ofthe Contract shall bedecided
by the Customer's designated contract manoger, who shall reduce the decision to writing and
serve acopy onthe Contractor. The decision shall befinal and conclusive unless within twenty
one (21) days from the date of receipt, the Contractor files with the Customer e petition for
administrative hearing. The Customer's decision on the petition shall be final, subject tothe
Contractor's right to review pursuant (o Chapter 120 of the Florida Statutes.' Exhaustion of
administrative remedies is an absolute condition precedent to the Contractor's abi|hv to pursue
any other form of dispute resolution; provided'however, that the �| ^
a|ternadvedispute nemo|uUonprocedures outUnodinChapt*120. parties nl�y employ the
Without limiting the foregoing, the exclusive venue of any kaoe| or equitable action that arises
out of or relates to the Contract shall be the appropriate
`~court in Leon County,
anymuoh achon.F|ohde|awuhaUapp|yandthepa�imevve�eanyhghtbojuryhioi ' Florida;��hdu� '
32. Employees, Subcontractors, and Agents. All Contractor employees, subcontractors,
oragents performing work under the Contract shall be properly trained technicians who meet or any specified training qualifications. Upon request, Contractor shall furnish acopy oftechnical certification or other proof ufqualification. All employees, subcontractors, or agents work under the Contract must comply with all security and administrativerequ|rementm ofthe Customer and shall comply with all controlling laws and regulations relevant the services they are providing under the Contract. The State may conduct, and thaContra/torahaUconperohsin,asecuritybackonoundoh~^"oroth='n^gassess any employee,
subcontractor, oragent furnished bythe Contractor. The State may refuse access to, orrequire
replacement of, any personnel for cause, including, but not limited to, technical or trainingquabficationo. quality ufwork, change in aeour|h/
otatuo, or non-compliance with a Customer's
security orother requirements. Such approval shall not relieve the Contractor ofits obligation to
perform all work incompliance with the Contract. The State may reject and bar from any facility
for cause any ofthe Contractor's employees, subcontractors, oragents.
Page 28 of 42
State Term Contract No. 873-000-14-01
For
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33. Security and Confidentiality. The Contractor ahoU comply fully with all security
procedures of the United States, State of Florida and Customer in performance of the Contract,
The Contractor shall not divulge tothird parties any confidential information obtained by the
Contractor or its agento, distributona, reoeUano, subcontraotona, officers or employees in the
course of performing Contract work, induding, but not limited to, security pronedureo, business
operations information, or commercial proprietary information in the possession of the State or
Customer. The Contractor shall not berequired tokeep confidential information ormaterial that
is publicly available through no fault of the Controotor, material that the Contractor developed
independently without relying onthe Btaba'norCustomer's confidential infornnation, or material
that isotherwise obtainable under State law ama public record. Toinsure confidentiality, the
Contractor shall take appropriate steps aoto its pmrsonne|, agents, and subcontractors. The
warranties Vfthis paragraph shall survive the Contract.
34.Oontroctor Employees, Subcontractors, and Other Agents. The Customer and the State
shall take all actions necessary to ensure that Contractor's ennp|oyeee, subcontractors and
other agents are not employees ofthe State nfFlorida. Such actions include, but are not limited
to, ensuring that Contractors employees, oubcontraotoro, and other agents receive benefits and
necessary insurance (heabh.workers' compensations, and unemployment) from en employer
other than the State of Florida.
35.Insurance Requirements. During the Contract term, the Contractor atits sole expense shall
provide commercial insurance ofsuch otype and with such terms and limits aamay bereasonably
associated with the Contract. Providing and maintaining adequate insurance coverage is a
material obligation of the Contractor. Upon request. the Contractor shall provide certificate of
insurance. The limits of coverage under each policy maintained by the Contractor shall not be
interpreted on limiting the Contractor's liability and obligations under the Contract. All insurance
policies shall be through insurers authorized oreligible towrite policies in Florida.
36. Warranty of Authority. Each person signing the Contract warrants that heorshe is duly
authorized todVsoand tobind the respective party tothe Contract.
37. Warranty of Ability to Perform. The Contractor warrants that, to the best ofits know|edge,
there is no pending or threatened action, prooeeding, or investigation, o/ any other legal or
financial nondihon, that would in any way prohib{t, reetnain, or diminish the Contractor's ability to
satisfy its Contract obligations. The Contractor vvernanbG that neither it nor any affiliate is
currently on the convicted vendor list maintained pursuant to section 287.133 of the Florida
8tatuteu, or on any similar list maintained by any other state or the federal government, The
Contractor shall immediately notify the Customer in writing if its ability to perform is
compromised inany manner during the term ofthe Contract.
38. Notices. All notices required under the Contract shall be delivered by certified mail, return
receipt requmst8d, by reputable air courier uervicm, or by personal delivery to the agency
designee identified in the original eo|icitoUon, or as otherwise identified by the Customer.
Notices to the Contractor shall be delivered to the person who signs the Contract. Either
designated recipient may notify the uthar, in vvriUng, if someone else is designated to receive
notice,
39. Leases and Installment Purchases. Prior approval of the Chief Financial (}fMmsr (as
State Term Contract No. 973-000-14-01
For
Management Consulting Services
lease orinstallment-purchase agreement inexcess ofthe CateooryTwo amount established by
ee�|on287,0l7ofthe F�r�aStatutes.
Category
40. Prison Rehabilitative Industries and QkwemmUDed Enterprises, Inc.
�(PRIDE).
SSection«n946 515(2). F,S. requires the following statement to he included in the solicitation: '1t isexpneesx/ understood and agreed that any articles which are the oubjao o� or required to carry the Contract shall be purchased from the corporation identified under Chapter 94uofthe
Florida Statutes (PRIDE) in the same manner and under the oon* procedures set forth inmeczimn 946.515(2)and (4)ufthe Florida Statutes; and for purpoameoftheContract the person,
firm, or other business entity carrying out the provisionsof the Contract shall be deemed to besubstituted for the agency insofar aadealings with such corporation are concerned." Additional /information about PRIDE and the products it offers is available at -
41.
Products Available from the Blind #rOther Handicapped. Seotion413O3O(3) F.S.
requires the following statement to be included inthe uo!icb'`"
solicitation: "|t is understood a
agreed that any articles that are the subject of, or required to carry out, this contract shall and
purchased from e nonprofit agency for the Blind or for the Severely - Handicapped t�//uwU tis
v�
qualified'
|�d pursuant to Chapter 413 Florida Statutes, me manner in the oo
procedures set forth in section413'O38(1) and (2)'Florida Statutes; �»o er and under the same
the peraon, firm, - out the p/o«/a
rm. or other business entity carrying uprovisions
purposes of this
shall be deemed to be substituted'~
�uted r the State agency insofar onm »T this contract
nonprofit agency are oonoerned" Additional information about the
dealings with such qualified
the products /tof�/ro iaavailable t »e designated nonprofit agency
.
4ZModification ofTerms. The Contract contains all the terms and conditions agreed upon by
the parties, which terms and conditions shall govern all transactions between the Customer andtheCuntrector, The Contract may only be modified or amended upon mutual written agreement
of the Customer and the {ontroctor. No un*| aQ»e�men�eorrepresentations shall be valid orbindin0 upon the Customer orthe Contractor, NV alteration ormodification of the Cuntraotterma. including substitution of product.
ehoU be valid or binding against the Cumtonner.
n —'
The
may not unilaterally modify the &arna of the Contract by affixing add�iona|terms top/oduct upon delivery (e.g., attachment or inclusion of standard preprinted hmrna. p/oduotterature. "shrink wrap" terms accompanying or affixed to a product,whether written ore�ctnonic)orbyinoorporohngauchube/ann�» the Contractor's order or fiscal forms or other
documents bythe Contractor for payment. The Customer's acceptance of product or
processing of documentation on forms furnished by the Contractor for approval or payment shall
not constitute acceptance of the proposed modification to terms and conditions,
43. Cooperative Purchasing. Pursuant to their own governing
|ewm"and subject to theagreenent of the Contractor, other entities may be permitted to make purchases at the termsmnd conditions contained herein. Non -Customer purchases are independent oftheagremnentbebmeen Customer and Contractor, and Customer shall not be o party to any transa(tionbetweentheContreotorandonyotherpurohaser
State agencies wishing to make purchases from
this agreement are required to follow th
provisions of s. 287.042(16)(a). F.S. This statute requires the Department of K8 e
—.
Gmrv|nee to determine that the requesho/a use of the contract is cost-effective and
interest of the State.
-efk�ctin in t�� bam�
�Waiver. The delay mfailure ' �theCustomerto exercise menforce any of its rights
this Contract shall not constitute be deemed a waiver of the Customer's right Q� reunre«
Page 30 of 42
State Term Contract No. S73-0DO14-01
For
Management Consulting Services
enforce those rights, nor shall any single orpartial exercise ofany such right preclude any other
orfurther exercise thereof orthe exercise ofany other right.
45.Annual Appropriations. The State'nperformance and obligation hopay under this contract
are contingent upon enannual appropriation bythe Legislature.
46.Execution inCounterparts. The Contract may beexecuted incounterparts, each ofwhich
shall be an original and all of which shall constitute but one and the same instrument.
47. Severahility. If a court deems any provision of the Contract void or unenforoeob|e, that
provision shall be enforced only tuthe extent that it is not in violation oflaw or is not otherwise
unenforceable and all other provisions shall remain in full force and effect.
Page 31of42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
EXHIBIT C:SCOPE OF SERVICES
FOR
STATE TERM CONTRACT
NO. 973-000'14-01
MANAGEMENT CONSULTING SERVICES
OVERVIEW
This exhibit contains Job Title and service descriptions, The Job Title daeorpt�na
oontainUlefuno�one|reuponsibi|h�softhepemonnm|pnovidedbytheContractor'~to
provide services under the Contract. Send-f--
Section servicestheContractor will berequired toprovide under the Contract.
2. JOB TITLES
Functional Responsibilities:
• Providing executive level consultation services to the Customer
• Providing senior -level interface with the Customer and manages daily operations
° Ensuring the timely performance and completion of all contractual obligations
• Organizing and directing the overall performance ofthe contract
• Possessing the authority to make binding decisions on behalf of the Contractor
° Formulating organizational strategy and directing major stnataoio initiatives
^ Ensuring that goals and objectives are mcoonnp|isheu within budgetary
t uogeary
parameters
* Developing and maintaining Customer relationships
° Assisting on large, complex urmulti-discipline engagements
° Allocating financial and human resources, and material assets
• Formulating and enforcing work standards
• Participating in the design phase of tasks and ensuring their successful execution
B. Senior Consultant
Functional Responsibilities:
• Managing the day-to-day operations
• Ensuring the quality and timely completion of projects
• Providing technical and subject matter expertise in fulfillment ofStatements of
Work
m Participating aoasenior team member providing high-level consultingservices
w Planning, organizing, and executing project tookaisuouesofu|deUveryof
services
• Developing and defining strategic visions
• Planning, directing, controlling, scheduling, coordinating, and organizing
management oftasks
* Providing Customer interface infulfillment ofStatements ofWork
• Possessing authority and responsibility for the execution of Statements of Work
Page 32 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
° Planning, organizing, and overseeing all subordinate work efforts
• Ensuring quality standards and work performance on all Statements of Work and
projects
• Organizing, directing, and managing support services
C. Consultant
Functional Responsibilities:
w Applying administrative, consultative, and technical expertise infulfillment of
Statements nfWork
• Planning, organizing, executing, and controlling project tasks in successful
delivery of services
° Interfacing with client on a day-to-day basis to ensure delivery ofproject status
* Applying a broad set of management skills and technical expertise as a project
leader
* Providing solutions through analysis
• Directing subordinates in the completion of tasks orders
° Organizing, directing, and managing support services
° Assigning tasks and overseeing projects
w Directing project activities in fulfillment ofcontract deliverables and Statements of
Work
° Training Customer personnel through formal classroom courses
O. Junior Consultant
Functional Responsibilities:
w Applying ebroad set nfsubject matter and technical expertise
° Directing the completion nfprojects within estimated hmeframes and budget
constraints
* Organizing, directing, and managing support services
° Serving as a member ofa team performing mid -level assignments
• Providing solutions through analysis
° Conducting Customer training through formal classroom courses, workshops,
and seminars
E. Program and Administrative Support
Functional Responsibilities:
° Coordinating and providing administrative support services to project staff
° Supporting the production of project deliverables and performing administrative
functions required to complete work related to the project
w Providing graphics and editorial support services and desktop publishing services
° Maintaining version control of project documents
° Providing direct support to consulting staff, including supporting the development
of all Contract deliverables
Page 33 of 42
State Term Contract No. 873-000-14-01
For
Management Consulting Services
3. MANAGEMENT CONSULTING SERVICES
Contractors shall provide expert advice, assistance, guidance, urcounseling insupport
of agencies' mission -oriented business functions. This may include ub/diea analyses,
and napn�sdocunnentingany proposed developmental, conoukgUveorirn'—|ementot|~efforts,e�o��
Management Consulting Services shall ino|uda, but are not limited to, the following:
• Management or strategy consulting
• Program planning and evaluations
* Studies, analyses, scenarios, and reports relating to
anagency's mission -oriented business programs or
initiatives
° Executive/management coaching services
° Customized business training aaneeded to
successfully perform/complete aconsulting
engagement
° Policy and regulation development assistance
° Process and productivity improvement
° Expert Witness services insupport oflitigation,
claims, orother formal cases
° Advisory and assistance services
• Systems alignment and consolidation
Page 34 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
EXHIBIT D: CONTRACTOR PRICING (EXAMPLE)
FOR
STATE TERM CONTRACT
NO. 973-000-14-01
MANAGEMENT CONSULTING SERVICES
VENDOR PRICING
F Job Title
Principal
Senior
Consultant
Consultant
Junior
consultant
Program &
Administrative
Support
Hourly Rate
$
Pursuant to Section 12 of Exhibit A: Special Contract Conditions, hourly rates are ceiling prices.
Pursuant to Section 15 of Exhibit A: Special Contract Conditions, hourly rates do not include
travel expenses.
Page 35 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
EXHIBIT E: FORMS
STATE TERM CONTACT
NO. 973-000-14-01
MANAGEMENT CONSULTING SERVICES
Forms included in this exhibit:
FORM 1: Subcontracting
FORM 2: Contract Quarterly Report (MS Excel File)
FORM 3: Contact Information and Ordering Instructions
FORM 4: Savings/Price Reductions
Page 36 of 42
State Term Contract No. H73-OOO-14-01
For
Management Consulting Services
FORM1: SUBCONTRACTING
The Contractor should complete and submit to the Department the information below on all
subcontractors that will be providing services to the Contractor to meet the requirements of the resultant
contract. Submission cfthis form does not indicate the Department's approval of such eubcortnsctor(s).
but provides the Department with information on proposed subcontractors for review.
Cunpiete a separate sheet for each subcontractor.
Service:
Company Name:
Contact:
Address:
Telephone:
E-mail address:
Current Registered asCertified Minority
Business Enterprise (CKABE)cvWomen-
Owned Business NVBE>, YeoNo________.
Occupational License No:
|athe Subcontractor's Certificate of
Insurance provided with this form? YeoNo_________
W-Bvehfioation: YnoNm________
hajob description format, identify the responsibilities and duties nfthe subcontractor based on the
technical specifications or scope of services outlined in this solicitation.
Note: Upon reasonable notice to the Contractor, the Department reserves the right to adjust and revise
the fields and information collected in Form 1: Subcontracting at any time during the Contract.
Page 37 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
FORM 2: CONTRACT QUARTERLY REPORT (MS EXCEL FILE)
Page 38 of 42
State Term Contract No. 873'000-14-01
For
Management Consulting Services
FORM 3: CONTACT INFORMATION AND ORDERING INSTRUCTIONS
Contractor's Designated Contact Person
Contact's Name:
Contact's Title:
Street Address:
Phone Number:
Fax Number:
Email Address:
Company Name
Contractor
Representative Name:
Contractor
Representative Title:
Street Address or P.O.
Box:
City, Sbte, Zip:
Email Address:
Phone Number:
Ordering Fax Number:
Federal ID Number:
Remit Address:
City, State, Zip:
Page 39 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
Note: Upon reasonable notice to the Contractor, the Department reserves the right to adjust and revise
the fields and information collected in Form 3: Contact Information and Ordering Instructions at any time
during the Contract.
Page 40 of 42
State Term Contract No. 973-000-14-01
For
Management Consulting Services
STATE OF FLORIDA
DEPARTMENT OF MANAGEMENT SERVICES
DIVISION OF STATE PURCHASING
FORM 4
SAVINGS/PRICE REDUCTIONS
Contract No. 973-500-14-01, Management Consulting Services
t3idder/Respondent is required to furnish the percent (%) savings in prices offered compared to retail, list,
published or other usual and Customary prices that would be paid by the purchaser without benefit of a
contract resulting from this bid.
DATE
COMPETITIVE PRICES OFFERED AVERAGE
% SAVINGS FROM
HOW CAN WE VERIFY THE CLAIMED SAVINGS (example: retail or other usual and customary
prices published at [url], or other source of benchmark prices)?
AUTHORIZED SIGNATURE:
TELEPHONE NUMBER:
STATE PURCHASING USE ONLY:
NFW DISCOUNT RATES WERE REQUESTED FROM THE VENDOR, STATE PURCHASING
ANALYST/SPECIALIST TOOK THE FOLLOWING STEPS TO VERIFY SAVINGS:
Page 41 of 42
State Term Contract No. 973-000-14-01
For
Page 42 of 42