Item C03 C.3
G BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor Sylvia Murphy,District 5
The Florida Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1
�pw° Michelle Coldiron,District 2
Heather Carruthers,District 3
David Rice,District 4
County Commission Meeting
July 17, 2019
Agenda Item Number: C.3
Agenda Item Summary #5706
BULK ITEM: Yes DEPARTMENT: Budget and Finance
TIME APPROXIMATE: STAFF CONTACT: Lynn Gonzalez (305) 292-4467
N/A
AGENDA ITEM WORDING: Approval of Purchasing Card Program Eligible User Agreement
with Bank of America through the State of Florida Purchasing Card Program.
ITEM BACKGROUND: On May 29, 2019, the Office of Management & Budget (OMB) staff was
notified by Bank of America that Monroe County needed to enter into a new Eligible User
Agreement under the current State of Florida Purchasing Card Program Agreement. The State of
Florida contract expired a few years ago and a new contract was implemented through the State's
competitive ITN bid process. Bank of America was awarded the contract and it became effective
January 6, 2016. In order to further support the County's Purchasing Card Program and to also be
eligible for a rebate through Bank of America, the County needs to enter into an Eligible User
Agreement. The State Contract for Purchasing Card Services (State Term Contract No. 84121500-
15-01)is attached which includes the Exhibits referred to in the Eligible User Agreement.
PREVIOUS RELEVANT BOCC ACTION:
Application with Bank of America for purchasing card services using the State of Florida contract in
accordance with the provision set forth in FL Statue 287.056 (1)was approved March 15, 2006.
CONTRACT/AGREEMENT CHANGES:
Renew agreement
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Updated User Agreement 6.26.19
State Contract No. 84121500-15-1 P Card Program
FINANCIAL IMPACT:
Effective Date:
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C.3
Expiration Date:
Total Dollar Value of Contract:
Total Cost to County:
Current Year Portion:
Budgeted:
Source of Funds:
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match:
Insurance Required:
Additional Details:
N/A
REVIEWED BY:
Christine Limbert Completed 06/27/2019 4:20 PM
Tina Boan Completed 07/01/2019 5:09 PM
Kathy Peters Completed 07/01/2019 5:13 PM
Board of County Commissioners Pending 07/17/2019 9:00 AM
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C.3.a
Exhibit F
State of Florida Purchasing Card Program
Eligible User Agreement
In accordance with State Term Contract No. 84121500-15-01
The State of Florida Department of Management Services ("Department" or"DMS") has agreed
that State Agencies and local government entities in the State of Florida (each an "Eligible
User„) may utilize the purchasing card program of the State of Florida ("Purchasing Card
Program") as the basis for establishing a purchasing card program with an Eligible User.
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This Eligible User Agreement (the"Agreement")is entered into by Monroe County Board of
County Commissioners (the"Eligible User") and Bank of America (the"Contractor") as of the
date last signed by the parties (the"Effective Date"). By signing this Agreement, the Eligible
User requests, and the Contractor agrees to provide to the Eligible User,the corporate
purchasing card services set forth in State Term Contract number 84121500-15-01.
Incorporated documents do not negate the provision of the Contract. Any product, service or
maintenance provisions that do not comply with Florida law or require an Eligible User to
indemnify the Contractor are invalid. The Eligible User and the Contractor agree as follows:
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A. All defined terms in the Contract apply to this Eligible User Agreement.
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B. By signing this Eligible User Agreement, the Eligible User and the Contractor agree to be
bound by the terms of this Eligible User Agreement and the Contract in the performance of
their obligations. By signing below, the Eligible User represents that a copy of the Contract
has been provided or made available to it.
C. With regard to Eligible User participation,the following applies: CO
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1. Eligible User Warranties.
The Eligible User represents and warrants to the Contractor that:
1.1 it is an Eligible User, as defined under the Contract;
1.2 it is contracting for purchasing card services with the Contractor, and its
performance of its obligations under this Agreement and the Contract will not
violate any law, regulation,judgment, decree or order applicable to it; and
1.3 it desires to utilize the Purchasing Card Program ("Program") of the Department as
the basis for establishing a purchasing card program.
The Eligible User acknowledges and agrees that, notwithstanding anything to the contrary in the
Contract, the Contractor will provide the Department and DFS with access to the following
information: (i) Eligible User's name and agreement to the provisions of the Contract and the E
Agreement; (ii) data related to the Eligible User's Cardholder Transactions and use of the
purchasing card program; and (iii) amount of rebate paid by the Contractor to the Eligible User
under the Program.
State of Florida Purchasing Card Program
Eligible User Agreement Page 1 of 12
Packet Pg. 167
Exhibit F
2. Contractor's Obligations.
2.1 Card Accounts. The Contractor will open Card Accounts, upon the Eligible User's request,
which Cardholders may use to conduct Transactions for the Eligible User's business. All
Transactions made on a Card Account are considered authorized by the Eligible User unless
the Contractor receives, and has had a reasonable period of time to act upon, written notice
from the Eligible User that the Cardholder is no longer authorized to use the Card or the Card
Account.
At the Eligible User's request, the Contractor may also establish a Cardless Account. If an OEU
so requests, the Contractor will provide to the Cardholder, at the address the OEU specifies, a 3
Billing Statement reflecting the Cardholder's use of the relevant Card Account.
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2.2 External Fraud. The Contractor will assume the financial liability for all external fraud if the
Eligible User or Cardholder has not authorized or participated in the specific Transaction. If
there is internal fraud or collusion, the Contractor will deliver misuse insurance provided by the
card network to help the Eligible User with recovery from card networks.
3. Eligible User's Obligations.
3.1 The Eligible User shall use each Card Account solely for business purposes, and shall pay
according to section 13, Exhibit C, Special Contract Conditions, for each Transaction,
regardless of its purpose or whether the Eligible User signed a sales draft or received a receipt.
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3.2 The Eligible User represents and warrants to the Contractor that each Cardholder is a
current employee, or for OEU's, an employee or agent of the OEU. If a Cardholder ceases to
be the Eligible User's employee or agent, the Eligible User must provide notice as soon as
practicable and destroy or return to the Contractor as soon as practicable the Card allocated to CO
that Cardholder.
3.3 The Eligible User will promptly furnish such financial and other information as the Contractor
requests for the purpose of reviewing the Eligible User's ability to perform the Eligible User's
obligations to the Contractor. Notwithstanding the foregoing, the financial information for State
Agencies is located at: ,
http://www.myfloridacfo.com/aadir/statewide financial reporting/index.htm. The Eligible User
represents and warrants that all information about the Eligible User, its employees, and agents
is accurate and sufficiently complete to give the Contractor accurate knowledge of the Eligible
User's financial condition.
3.4 The Eligible User and each Cardholder will check to ensure that the information on each
new Card is correct, and the Eligible User will contact the Contractor if there is an error.
3.5 The Statewide Purchasing Card Administrator or OEU Eligible User must give Contractor
prompt written notice of any addition, deletion or change of its Purchasing Card Administrator.
State of Florida Purchasing Card Program
Eligible User Agreement Page 2 of 12
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C.3.a
Exhibit F
3.6 The Eligible User is responsible for maintaining the security of its data outside the
Contractor's or Contractor's vendors'systems.The Contractor is responsible for maintaining the
security of the Eligible User's data on the Contractor's or Contractor's vendors' systems.
3.7 Compliance with Law. The Eligible User must comply, and ensure that its Cardholders and
Transactions comply with all laws to which the Eligible User, the Cardholder or the Transaction
may be subject, including all AMUSanctions Laws. The Eligible User must provide all E
notifications or information necessary to allow the Contractor to comply with obligations under
any AMUSanctions Laws, including (if necessary) providing any information required to
establish and verify the identity and background of any Cardholder. The Eligible User represents
and warrants to the Contractor that the performance of its obligations will not violate any law or
facilitate illegal transactions.
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3.8 OFAC Covenant. The Eligible User covenants that it will not use or permit any Cardholder
to use, any Card, Cardiess Account, Cash Advance or Convenience Check to transact, lend, ,
contribute, or otherwise make available funds to any Subsidiary, joint venture partner or other
individual or entity ("Person"), to fund any disallowed activities of or business with any Person,
in Cuba, Iran, North Korea, Sudan, Syria, or in any country or territory, that, at the time of such 0
funding, is the subject of any Sanctions, or in any other manner that will result in a violation by
any person (including any person participating in the transaction, whether as advisor, investor or
otherwise) of Sanctions.
3.9 Credit Limit. The Contractor will establish one total credit limit for all Card Accounts issued
to the Eligible User and all of its Cardholders. The Eligible User shall determine an individual
credit limit for each Cardholder Account which is part of any of its Card Accounts issued to the
Eligible User and all of its Cardholders. The individual credit limits for each Cardholder Account,
when aggregated, may exceed the total credit limit for all Card Accounts issued to the Eligible
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User and all of its Cardholders. However, this will not increase the total credit limit. Upon the
Eligible User's request and if approved by the Contractor, the Contractor may increase the total
credit limit or any individual limit. The Contractor may decrease the total credit limit or any
individual limit in its reasonable discretion with notification to the Eligible User as soon as
practicable, but in no event later than the same date as the decrease.
3.10 Transactions Exceeding the Credit Limit.The Eligible User agrees not to incur obligations
which would cause the total credit limit for all Card Accounts to be exceeded. The Contractor
will make available online tools and standard reporting to monitor cardholder activity. If the
Eligible User exceeds the total credit limit for all Card Accounts, the Contractor may refuse any
Transactions on all Card Accounts. The Contractor also may require the entire balance owing
on the most recent Billing Statement to be immediately due and payable before further use of
Card Accounts. If the Eligible User's individual Card limit is exceeded and that individual
Cardholder Account is individually billed, the Contractor may (i) refuse any Transactions
applicable to that Cardholder Account until a payment is made to reduce the balance below the
individual Cardholder's credit limit or until the Eligible User increases that Cardholder's credit
limit; and (ii) charge the Eligible User a fee as set in the Schedule of Charges in Exhibit H.
State of Florida Purchasing Card Program
Eligible User Agreement Page 3 of 12
Packet Pg. 169
C.3.a
Exhibit F
3.11 Currency Conversion. If an Eligible User or its Cardholders make a Transaction in currency
other than U.S. dollars,Visa or MasterCard will convert the charge or credit into a U.S. dollar
amount. The conversion rate on the processing date may differ from the rate on the date of your
Transaction. The exchange rate used by Visa will either be (i) a rate selected by Visa from a
range of rates available in wholesale currency markets for the applicable central processing
date, which rate may differ from the rate Visa receives, or(ii) the government-mandated rate in
effect for the central processing date. MasterCard will use an exchange rate of either(i) a E
wholesale market rate or (ii) a government-mandated rate.
3.12 International Transaction Fee. The Contractor may add a fee to the U.S. dollar amount of
any Transaction that is made in a foreign currency (the "International Transaction Fee"). The
International Transaction Fee is set in the Schedule of Charges in Exhibits G and H.
4. .Disputes with Merchants and Suppliers.
4.1 Disputes with Merchants and Suppliers. The Contractor will have no liability for goods or
services purchased with, or for a Merchant's or Supplier's failure to honor purchases made with
a Card Account. If the Eligible User has any questions, problems or disputes concerning the
quality of any goods or services purchased using a Card Account or Card, a purchase price ,
discrepancy, warranty or other performance issues or any other purchase matter, the Eligible
User must contact the Merchant or Supplier directly. The Eligible User may not rely on any
claim or dispute concerning the purchase of goods or services using a Card Account or Card as
a reason to avoid the Eligible User's payment obligations under the Contract. Notwithstanding
the foregoing, when the Contractor processes any request for a Transaction refund through a
card network on the Eligible Users behalf, which for the avoidance of doubt shall be processed
in accordance with the operating rules and regulations of such card network, the Eligible User
agrees that, in a dispute with a Merchant or Supplier, the Contractor will be subrogated to the
Eligible User's rights and each Cardholder's rights against the Merchant or Supplier and the CO
Eligible User will assign (and cause the Cardholder to assign)to the Contractor the right to
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assert a billing error against the Merchant or Supplier. The Eligible User will, and will cause the
Cardholder to, do whatever is necessary to enable the Contractor to exercise those rights. The
Contractor may reverse from any Card Account any Transactions relating to the dispute.
4.2 Authorization for Transactions. A Merchant or Supplier may seek prior authorization from
the Contractor before completing a Transaction. If the Eligible User advises the Contractor in
writing that the Eligible User desires to restrict Transactions to Merchants falling within certain
categories the Contractor designates, to the extent consistent with the Statement of Work and
the Contract, the Contractor will take reasonable steps to prevent authorization of Transactions
from other types of Merchants. The Contractor, however, will not be liable to the Eligible User if
Merchants or suppliers nonetheless accept a Card for other types of Transactions, or if
authorization for a Transaction is not given. The Contractor may also refrain from authorizing a E
Transaction for any reason in the Contractor's reasonable discretion.
4.3 Forms of Consent. If a Transaction is made using a Card or a Card Account number, the
Eligible User needs to consent to the Transaction (whether by a Cardholder giving consent or
State of Florida Purchasing Card Program
Eligible User Agreement Page 4 of 12
Packet Pg. 170
C.3.a
Exhibit F
otherwise) so that the Contractor can make sure that it is genuine. A Transaction can be
consented to by:
i. using a Card with the relevant card PIN or a signature;
ii. using the account number and other details requested;
iii. presenting a Card to the supplier's terminal if the Transaction is made using
contactless technology; or
iv. such other means as the Department and the Contractor may from time to time
agree. ,
The Contractor may deem Transactions which have not been consented to in one of the above U)
manners to be unauthorized and the Contractor may decline to process such Transactions. This 2
is in addition to any other rights the Contractor has to decline Transactions according to Eligible
User Agreement Sections 4, 5.1, or 5.2 (disputes, authorizations and Unauthorized Use).
5. Lost or Stolen Cards: Unauthorized Use.
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5.1 Authorization Denials. The Contractor may refrain from authorizing any Transaction:
i. if the Contractor suspects that the Transaction is or might be fraudulent or 0
unlawful or for the purpose of any fraudulent or unlawful activity; E
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ii. if the Contractor suspects that the Transaction constitutes or might constitute
Unauthorized Use as defined in Section (3)(yyy), Exhibit A, Definitions; or
iii. if to authorize that Transaction would cause the Contractor to breach any law
(including any AMUSanctions Laws by which the Contractor must abide).
5.2 Failure to Authorize. Subject to applicable law, the Contractor will not be liable to the Eligible
User if the Contractor fails to authorize or declines any Transaction for any reason. If a
Transaction is not authorized or declined, the Eligible User may seek, and the Contractor will CO
provide, reasonable assistance in investigating and resolving the declined or unauthorized
Transaction.
5.3 Reporting a Loss, Theft or Unauthorized Use; Assisting with Investigations. In the event of a
possible loss or theft of a card, or Card Account or possible Unauthorized Use, the Eligible User 0
will give the Contractor notice as provided in section 10.6, Exhibit D, Statement of Work, or
using the Solution. The Eligible User agrees to give the Contractor this notice as soon as
reasonable after discovery of the known or suspected loss or theft or Unauthorized Use. If
notice is provided and the Eligible User assists the Contractor in investigating the loss, theft or
possible Unauthorized Use, then the Eligible User will not be liable for Transactions resulting
from Unauthorized Use. If the Contractor has issued fewer than ten Card Accounts to the
Eligible User, the Eligible User's liability for Transactions by a person who does not have actual,
implied or apparent authority to use the Card, or Card Account and whose use does not result in
a direct or indirect benefit to the Eligible User, will not exceed $50 on each Card.
6. License to Use the Eligible User's Marks.
Upon the Eligible User's request, the Contractor may place the Eligible User's trademark, trade
name, service mark and/or designs ("Eligible User's Marks")on the Cards consistent with
State of Florida Purchasing Card Program
Eligible User Agreement Page 5 of 12
Packet Pg. 171
Exhibit F
section 10, Exhibit D, Statement of Work. The Eligible User will provide the graphics to the
Contractor in sufficient time to allow for review and approval by the Contractor and, if necessary,
the respective card network. The Eligible User or the State, as applicable, grants to the
Contractor a non-exclusive license to use, during the term of the service, Eligible User's Marks
on the Cards.
7. Convenience Checks.
In the event the Contractor provides Convenience Checks with regard to an OEU Card Account,
the Convenience Checks may not be used to make payment on the Card Account. The '
Contractor may pay a Convenience Check and post its amount to the Card Account regardless
of any restriction on payment, including a Convenience Check that is post-dated, that states it is
void after a certain date or that states a maximum or minimum amount for which it may be
written. Once paid, Convenience Checks will not be returned to the OEU or the Cardholder. 2M
If an OEU wishes to stop payment on a Convenience Check, it must call the Contractor at the
customer service number shown on the Billing Statement and provide such information as the
Contractor requests or is required under the relevant User Documentation. The Contractor will
stop payment if the request is received on or before the Business Day on which the Contractor M
would otherwise pay the Convenience Check. The date on which the Contractor would pay a ,
Convenience Check may be prior to the date it would post to the Card Account. A stop payment
order will remain in effect for up to six months.
8. Cardless Accounts: Accounts not in Name of Individual.
The Contractor may establish a Cardless Account or establish a Card Account with a
designation which is not an actual individual, including, without limitation, designation of a
vehicle identification number, license number, department name or"Authorized Representative"
on the Card Account if requested by the Eligible User. The Eligible User may provide the
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number associated with the Cardless Account to its Cardholders. The Eligible User agrees to co
be solely responsible for the use of any such Cardless Account or Card Account, including,
without limitation, any Unauthorized Use. The Contractor will however assist the Eligible User
with any disputed transaction as described in Section 4.
9. Statements and Payment.
For Eligible Users see section 13 Exhibit C� Special Contract Conditions. For OEUs see
9
Sections 9.1 —9.5.
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9.1 Issue of statements. The Contractor will provide to the Card Administrator, or other person
the OEU designates in writing, a Billing Statement which will identify each Transaction posted
during the billing cycle and the date of the Transaction. The Billing Statement will also list any
applicable fees and charges for a Service. If the OEU has requested a Card Account for travel
and entertainment Transactions, the Contractor will provide, upon the OEU's request, an
additional copy of the Billing Statement covering such use of the relevant Card Account to the
appropriate Cardholder at the address which the OEU or the Cardholder provides to the
State of Florida Purchasing Card Program
Eligible User Agreement Page 6 of 12
Packet Pg. 172
C.3.a
Exhibit F
Contractor. The OEU agrees that the Contractor may provide Billing Statements or make Billing
Statements available by electronic means, including by way of electronic mail or a Website.
9.2 Review of statements. On the OEU's receipt of a Billing Statement, the OEU must review it
and notify the Contractor by telephone (using the appropriate telephone number set out in the
Billing Statement), electronic mail, or other method that may be agreed upon by the parties of
any Transaction appearing on that statement which the OEU considers may have resulted from
any Unauthorized Use. The OEU must give this notice as soon as practicable but in any event
not later than 60 days after the OEU receives the Billing Statement. If the OEU opts to have
individual statements sent to individual Cardholders, the OEU must ensure that each relevant
Cardholder complies with the provisions of this Section 9.2. Subject to the requirements of any
applicable laws, if the OEU does not (or if a relevant Cardholder does not) give the Contractor
notice in accordance with this Section 9.2, the Contractor may not be liable to refund any
amounts relating to that Transaction.
9.3 Payment of statement amount. The OEU will pay, or ensure that the relevant Cardholder S
pays on the OEU's behalf, to the Contractor the total amount shown as due on each Billing
Statement on or before the Payment Due Date shown on the statement. If the Contractor does
not receive payment in full by the specified due date, in addition to its other rights, the
Contractor may assess a late fee and finance charge as set in the Schedule of Charges for the
OEU in Exhibit H. The OEU has no right to defer any payment due on any Card Account. For
the avoidance of doubt, if individual billing applies, the Contractor will collect from the OEU for
any amount due which is not paid by a Cardholder.
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9.4 Service fees. The OEU will pay the Contractor for a Service set in the Schedule of Charges
in Exhibit H.
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9.5 Account identification. If an OEU or any Cardholder makes any payment to the Contractor
in connection with a Card Account, it must, or ensure that the Cardholder must, at the same
time provide the Contractor with either the account number or the Card number. The Contractor
shall not be liable for any delay in crediting any such payment or recording any Transaction,
where this information is not provided to the Contractor in accordance with this Section 9.5.
10. Termination.
10.1 All terminations are contingent on written notice. The following events may be the basis for 3
termination for default:
10.1.1 If an Eligible User fails to pay when due undisputed charges totaling at least two
months' charges under the Contract and fails to make such payment within fifteen (15)
days after receipt of written notice of non-payment from the Contractor referencing this
section, and stating that the Contractor intends to terminate the Eligible User Agreement
for nonpayment, then the Contractor may terminate the Agreement as of the date specified
by the Contractor in a separate written notice of termination. This notice is contingent on
prior completion of a dispute resolution process between the parties.
State of Florida Purchasing Card Program
Eligible User Agreement Page 7 of 12
Packet Pg. 173
Exhibit F
10.1.2 If an Eligible User fails to comply with any material law or regulation controlling its
operation, including AML or Sanctions Law, the Contractor has the right to file a notice of
termination immediately, which notice shall specify the asserted non-compliance and
attach supporting evidence.
10.1.3 If an Eligible User materially breaches any of the terms and conditions of this
Agreement, and does not cure or commence a cure of the breach within 30 days of written
notice, then the Contractor has the right to file an immediate notice of termination
contingent on prior completion of a dispute resolution process between the parties.
10.2. If an Eligible User experiences a material adverse change in the Eligible User's financial U)
condition and the Eligible User's ability to perform its obligations under the terms of the Eligible 2
User Agreement are negatively impacted, then the Contractor may terminate the specific
Eligible User Agreement after providing written notice referencing this section and stating that
the Contractor intends to terminate the Eligible User Agreement as of a date specified in the
notice of termination. This notice is contingent on prior completion of a dispute resolution
process between the parties.
10.3 Upon any termination of an Eligible User Agreement, the Eligible User will immediately
destroy, and will instruct all Cardholders to immediately destroy, all Cards. The Eligible User's
responsibility to pay for all undisputed Transactions regarding each Card Account will continue
until the Eligible User notifies the Contractor to close the Card Account or until the Eligible User
pays for all Transactions entered into before the Contractor closes the Card Account to future
use, whichever occurs later. The Contractor and the Eligible User shall settle all outstanding
liabilities and all claims arising out of such termination. After termination, the Eligible User and o
all Cardholders will make no new Transactions on any Card Account. If, however, the Eligible
User makes such Transactions, the Eligible User will be liable for each of them. These
obligations will continue after a service the Eligible User is using has been terminated. CO
11. Receipts Imaging Service.
The OEU may elect to use the Contractor's receipts imaging service whereby the OEU will send
copies of its transaction receipts, and the Contractor will electronically store those receipts (the
"receipts imaging service"). It is the OEU's obligation to send the Contractor legible copies of E
transaction receipts. The OEU acknowledges and agrees that the Contractor will not review the
transaction receipts and that the OEU is responsible for retaining the original receipts. The
Contractor will not be liable for damages if the images are illegible or blank or for failure to
provide copies by a given time or for failure to provide copies the Contractor is not reasonably
able to provide. Images will be made available to the OEU by website at such times as may be
set forth in the applicable User Documentation or as otherwise established by the Contractor.
There is no charge for this service.
12. Notices.
Any notice required or permitted to be given under this Eligible User Agreement or the Contract
from one party to the other will be in writing and will be given and deemed to have been given
when actually received, if hand delivered, delivered by telephonic facsimile transmission
equipment and confirmed by telephone, with and original mailed or hand-delivered thereafter or
State of Florida Purchasing Card Program
Eligible User Agreement Page 8 of 12
_. Packet Pg. 174
C.3.a
Exhibit F
mailed by certified or registered mail with postage prepaid to the Party or their successor at the
address specified as follows:
i. Eligible User: Monroe County Board of County Commissioners
1100 Simonton Street Suite 2-213
Key West, FL 33040
ii. Contractor: Bank of America
P.O. Box 28 '
Norfolk, VA 23510
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For ovemight delivery send to:
Bank of America
Commercial Card: Floor 11
3 Commercial Place
Norfolk, VA 23510
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Routine notices given by Contractor to the Eligible User, such as transaction details, changes in
terms required by systems updates or payment card network changes and any reasonable
notice required by the Contractor's licenses or schedules, may be delivered by electronic mail to
the address provided by the Eligible User. Either party may change the address to which notices
are to be delivered by giving to the other party not less than ten (10) Business Days prior written
notice thereof.
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13. Information Security/Data Protection. 0
Data Security requirements are described in section 7, Exhibit C, Special Contract Conditions.
The following are policies of the Contractor:
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13.1 Overall Data Security Regulations. As a financial institution, the Contractor is required to
comply with the information security standards of, as applicable, the Gramm Leach Bliley Act
and the regulations issued thereunder the Fair and Accurate Credit Transactions Act and the
regulations issued thereunder; the Federal Financial Institutions Examination Council (FFIEC)
criteria; the Interagency Guidance on Response Programs for Unauthorized Access to
Customer Information and Customer Notice; the US Securities and Exchange Commission; ,
FINRA; the NASD; and other federal statutory, national and international legal and regulatory
requirements. The Contractor is evaluated regularly for compliance with these obligations by
various US and international regulators, including, the US Office of the Comptroller of the
Currency, as applicable.
13.2 Security and Confidentiality. The Contractor maintains an information security policy that:
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contains appropriate administrative, technical, and physical safeguards designed to protect 0
against Information Security Events; conforms as required to the requirements of applicable
data protection laws; and sets forth policies and procedures that are consistent with, to the
extent applicable to the Services, PCI DSS standards, the card networks' rules and regulations;
and Financial Services Industry Best Practices.
State of Florida Purchasing Card Program
Eligible User Agreement Page 9 of 12
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Exhibit F
13.3 Organizational Security. All information is stored in the United States for programs in the
United States and Canada.
13.4 Human Resources Security. The Contractor takes reasonable steps to ensure that its
Workforce is aware of their obligations in the provision of the Services and applicable data
protection laws, including that any unauthorized processing or disclosure of the Personal Data
may lead to disciplinary action under their contract of employment or other contractual E
arrangements. Prior to receiving access to Personal Data, the Workforce and any Extended
Workforce will receive appropriate security awareness training and recurring security awareness '
training at appropriate intervals. The access rights of the Contractor's Workforce with access to
the Contractor's Information Processing System(s) or media containing Personal Data are
removed upon termination of their employment, contract or agreement, or adjusted upon
change of job function. '
13.5 Physical and Environmental Security. Contractor protects all areas that contain Information
Processing System(s) or media containing Personal Data by the use of security controls
deemed appropriate by the Contractor.
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13.6 Information Security Event Management. The Contractor maintains an incident response
plan that addresses handling of Information Security Events. In accordance with such incident
response plan, the Contractor will:
Provide Eligible User prompt, but in no event later than two (2) Business Days of becoming
aware thereof, notice of any Information Security Event documented and verified by the
Contractor as part of its standard incident response process that involves, or which the
Contractor reasonably believes involves, the unauthorized access, use or disclosure of
Eligible User's Personal Data.
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Such notice shall, to the extent the Contractor is legally allowed, summarize in reasonable detail
to
the Information Security Event and the corrective action taken or to be taken by the Contractor,
if known at that time. The Contractor will promptly take all corrective action deemed necessary
or appropriate by the Contractor at no additional charge to the Eligible User.
13.7 Security Assessments. The Contractor permits the Eligible User's representatives to
perform one annual on-site or written assessment of the security controls used at the
Contractor's data processing and business facilities. Also such assessment may be requested
after an Information Security Event. Such assessments will be performed during regular
business hours, at a date and time agreed to by both Parties, and will not require access to
Information Processing System(s). Such assessments will be subject to the Contractor's
security policies, procedures, and restrictions, including restrictions on access to data centers,
the ability to perform hands-on testing, and copying of certain materials.
The Contractor scans internal and external facing Information Processing System(s) with
applicable industry standard security vulnerability scanning software (including network, server,
State of Florida Purchasing Card Program
Eligible User Agreement Page 10 of 12
-------oo. Packet Pg. 176
Exhibit F
application and database scanning tools) at a minimum once per month and perform mitigations
that the Contractor deems appropriate to address issues identified.
The Contractor performs a comprehensive application penetration test and security evaluation
of all websites used to store, access, or process Personal Data prior to use and at least
annually thereafter.
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State of Florida Purchasing Card Program
Eligible User Agreement Page 11 of 12
-- Packet Pg. 177
C.3.a
Exhibit F
IN WITNESS WHEREOF, the parties hereby execute this Eligible User Agreement as of the
Effective Date.
Monroe County Board of County Bank of America, N.A.
Commissioners
1100 Simonton St Suite 2-213 E
Key West, FL 33040
Eligible User
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Signature: Signature:
Name: Name: w
Jeri Vinkleblack
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Title: Title: E
Vice President
Date: Date:
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(Seal)
Attest: KEVIN MADOK, Clerk
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Deputy Clerk
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ONROE COUNTY ATTORNEY
,A!' �O RM:
CHRISTM L1MBERT BARROWS
ASSISTANTCO . ORNEY
DATE:
State of Florida Purchasing Card Program
Eligible User Agreement Page 12 of 12
� Packet Pg. 178
C.3.a
EXHIBIT H
a
Schedule of Fees, Charges and Rebates 0
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Other Eligible Users
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EXHIBIT H
1. GENERAL PRODUCT FEES AND CHARGES
Annual Card Fee Waived
Fee Waived
.......................
Unique Custom Design Fee As quoted
—P,aymentFee ............................................. ...
. .....................,"""',........................................... v e d ..................
Return
..........-............. ............ E
.
international Transaction Fee 2%of USD amoull
. .............. ........ .... . .. .... - "", ____.........
Expedited Card Delivery Fee > U.S. Mail/Bulk Mail(Default)-No Fee
> Overnight-$35.00
Overli ---- --
m It Fee W ----
aived U)
Late Fee(assessed 3 days after cycle date when account Is past 2M
due) (Assessed as a %of the past due amount for the current Pursuant to Section 218.70-218.80, Florida W
Statutes
month's charges and any unpaid balances) E
2
............... CD
Cash Advance Fee 2.5%of transaction amt ($5 min/no max) 0-
1 Is ill 1�I ii i IBM Q.
MENEM=
Late Fee(assessed 3 days after due date when account Is past due) Pursuant to Section 218.70-218.80, FloridaStatutes
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Cash Advance Fee 2.5%of transaction amt($5 min/no max)
-—--—_____-,-----___--------------------------................. ..................................................................................
If you make a transaction In currency other than U.S.dollars,Visa or MasterCard will convert the charge or credit Into a U.S.dollar amount The
conversion rate on the processing date may differ from the rate on the date of your transaction.
The exchange rate used by Visa will either be(1)a rate selected by Visa from a range of rates available In wholesale currency markets for the
applicable central processing date,which rate may differ from the rate Visa receives,or(11)the government-mandated rate In effect for the
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central processing date. MasterCard will use an exchange rate of elther(l)a wholesale market rate or(11)a government-mandated rate.We may add a 2%fee to the U.S.dollar amount of any transaction that Is made In foreign currency or that Is made outside the United States even 0
If you pay In U.S.dollars(the'International Transaction Fee').
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11. ELECTRONIC PRODUCTS SCHEDULE OF FEES AND CHARGES 4M
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Works Fee Waived E
Payment Center Fee Waived
Data File Feeds To Customers Third Parties: U)
0 Statement Billing File
0 EDI 811
0 Visa Commercial Format l Fee Waived
0 MC Commercial Data Format l
0 1099&Socioeconomic Reporting
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Visa Intelillink $4,166
END OF SCHEDULES I AND 11
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C.3.a
EXHIBIT H
111. US SCHEDULE OF REBATES
(Cycle and Grace Days)
REBATE DEFINITIONS
Capitalized terms,which are not defined in this Section III have the meanings ascribed In the applicable Card
Agreement.
"Calculation Period"means the twelve(12)month period commencing on the first day of the month after
Bank receives a fully executed original of the Agreement and thereafter,each subsequent twelve(12)
month period.
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"Credit Losses" means any balances which remain unpaid by Other Eligible User,Participant or a 0
Cardholder six(6)billing periods after the closing date on the Billing Statement in which the
Transactions, fees and charges appeared for the reporting period.
"Cycle Days"means the number of days from the start of the billing period to the Billing Statement date.
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"Grace Days"means the number of days after the Billing Statement closing date within which payment is CL
due.
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"Large Ticket Interchange(LTI)Transactions"means certain transactions which,based upon the type of �a
merchant and/or transaction dollar amount,are subject to a Visa or MasterCard large ticket interchange
program,as determined by and amended by Visa and MasterCard from time to time.
"Rebate Multiplier"means the multiplier corresponding to the Standard Transactions volume,Cycle Days CL
and Grace Days as set forth In the Standard Transactions Rebate Multiplier Table below.
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"Standard Transactions" means the Transaction Volume not meeting the criteria for Large Ticket
Interchange Transactions.
'Total Credit Losses"means,for any Calculation Period,the sum of(1)Bank's Credit Losses on the Card
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Accounts for the Calculation Period and(II)Bank's Credit Losses on the Card Accounts for any previous
Calculation Period which have not been applied against any rebate payable under the Agreement.
"Transaction Volume" means,for any Calculation Period,the total dollar amount of purchase
Transactions made with the Cards during the Calculation Period,less the total dollar amount of:returned
purchases,credit adjustments,Transactions resulting from Unauthorized Use,and disputed charges. E
Cash advances and Convenience Checks are not included in Transaction Volume.
REBATE CONDITIONS
During the Calculation Period,the program must meet all of the following conditions In order to qualify for a U'
rebate:
1. Other Eligible User and Participant pay Bank the total amount of the new balance shown as due on
each Billing Statement on or before the Payment Due Date;and
II. Other Eligible User and Participant complied with terms in this Agreement;and
Ill. Calculation Period Transaction Volume meets the minimum volume requirement as set out In the E
Standard Transactions Rebate Multiplier Table;and
Iv. The Agreement has not been terminated by either party prior to the completion of a rebate
calculation period.
v. The four conditions above,together being the"Rebate Conditions".
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EXHIBIT H
REBATE CALCULATION AND PAYMENT
In the event that all of the above Rebate Conditions are met with respect to the Calculation Period,Bank will pay
a rebate to Other Eligible User,which shall be calculated at the end of the Calculation Period in accordance with
the Standard Transactions Rebate Multiplier Table and using the following equation:
((Transaction Volume for Standard Transactions x Rebate Multiplier)+(Transaction Volume for Large Ticket E
Interchange Transactions x LTI Rebate Multiplier)-Total Credit Losses
The Standard Transactions rebate multiplier will be determined based on the Calculation Period cumulative total
of all Standard Transactions volume. U)
Payment of any rebate will be made by ACH credit or other means determined by Bank,within ninety(90)days
following the end of the Calculation Period. '
Should one or more of the above Rebate Conditions not be met,Bank will be under no obligation to pay any
rebate,although Bank may, in its sole discretion,determine to pay a rebate in an amount determined by Bank. )
Bank's payment of a rebate in such circumstance will in no way obligate Bank to pay a rebate with respect to
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any subsequent Calculation Period.
OEU Annual Spend($) Basis Points to OEU
1,000,000-3,499,999 110 basis points*
3,500,000-9,999,999 145 basis points*
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10,000,000-17,999,999 165 basis points*
2
18,000,000-24,999,999 168 basis points*
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25,000,000-39,999,999 170 basis points*
40,000,000+ 171 basis points* CO
OEU earns on LTI spend 55 basis points
*Based on a 30/14 cycle and grace.
• For a 30/25 cycle and grace,reduce basis
points by 6 points.
• For OEU program spend exceeding$10 million,
faster speeds of pay are available:
o For a 30/7 cycle and grace,add 3 basis
points.
o For a 14/7 cycle and grace,add 5 basis
points.
Nothing in these schedules are intended to state a term for the Agreement. For the avoidance of doubt,any
period of time set forth in the Schedules applies solely to pricing terms,but only to the extent the Agreement
has not been terminated as set forth in the Agreement.
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C.3.a
EXHIBIT H
Notwithstanding anything to the contrary in the Agreement or any of its Schedules all fees,charges and
rebates are subject to change upon 60 days'prior written notice to you if,in connection with us providing this
card program,or any Services to you:
i. An event external to us increases the cost or decreases the revenue to us;
fi. There is any decrease to the interchange rates paid to us by a card network;or
ill. There is an increase to funding costs due to interest rate changes;
IV. There is any deterioration in your financial condition
END OF US SCHEDULE IiI
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EXHIBIT H
IV. ACKNOWLEDGEMENT
By signature of an authorized representative(s),you agree to the terms and conditions of this
Schedule of Fees and Charges presented herein. This form must be signed in ink by an authorized
representative(s)and submitted with the original signature to your Bank representative.
OTHER ELIGIBLE USER Bank of America, N.A '
Monroe County Board of County Commissioners U)
1100 Simonton St Suite 2-213 0
Key West, FL 33040
[OTHER ELIGIBLE USER NAME]
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By: By: TA
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(Signature) gnature)
Name: Name: Jeri Winkleblack
(Print or Type) (Print or Type)
Title: Title: Vice President
(Print or Type) JEEjUl or Type)
Date: Date 61 Q 14
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(Seal)
Attest: KEVIN MADOK,Clerk co
Deputy Clerk
Effective Date: 001cl
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MONROE COUNTY ATTORNEY
P v°D AST °ORM:
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CtIRI' TiNELIMBERT-BARROWS
ASSISTANT CO[ T I RNEY
DATE-
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C.3.b
, y
qry IaL"Pld'IDA DFPA RTMENFOr=fW%A.GV'AGEMENT°'rIF.R,V'Nt'E S
state p rchasi
State Term Contract E
No. 84121500-15-01
For '
Purchasing Card Services
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Between Florida Department of Management Services and Bank of America, N.A.
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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 at 4050
Esplanade Way, Tallahassee, FL 32399-0950, and Bank of America, N.A. (Contractor).
0
The Contractor submitted a reply to the Department's Invitation to Negotiate (ITN) 07-973-120-V
for Purchasing Card 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.
Accordingly, the Department and Contractor agree as follows:
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I. Definitions
In this Contract, terms shall have the respective meanings stated in Exhibit A, Definitions. Defined
terms in the singular shall include the plural and vice versa, and the masculine, feminine, or
neuter gender shall include all genders.
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As used in this document, the term "Contract" (whether or not capitalized) shall, unless the context
requires otherwise, be considered to be references to this Contract, including the Statement of
Work and other Contract exhibits listed in Section IV. Other capitalized terms used in this CL
document and its referenced exhibits shall have the meanings given in Exhibit A, Definitions. Any
other capitalized term(s) used elsewhere in the Contract but not defined in Exhibit A, Definitions,
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shall have the meaning given it in the exhibit in which it is used.
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II. Initial Contract Term
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The Initial Contract Term of this Contract for Purchasing Card Services will be for five (5) years.
The Initial Contract Term shall begin on the last date upon which this Contract is signed by all co
parties.
III. Renewal Term(s)
Upon mutual written agreement, the Department and the Contractor may renew this Contract, in
whole or in part, for a Renewal Term not to exceed the Initial Contract Term of five (5) years,
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pursuant to the provision in Section 26 of Exhibit B, Form PUR 1000.
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Packet Pg. 185
C.3.b
State Term Contract No. 84121500-15-01
For
Purchasing Card Services
IV. Contract
This document, together with the following attached documents (exhibits), sets forth the entire
understanding of the parties and supersedes all prior agreements, whether written or oral, with
respect to such subject matter.
U)
All exhibits attached to this document are incorporated in their entirety into, and form part of, the
Contract. The Contract has the following exhibits:
2M
a) Exhibit A: Definitions
b) Exhibit B: General Contract Conditions, Form PUR 1000 (10/06)
c) Exhibit C: Special Contract Conditions
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d) Exhibit D: Statement of Work
e) Exhibit E: Schedule of Deliverables
f) Exhibit F: Eligible User Agreement
g) Exhibit G: Schedule of Fees, Charges, and Rebates State Agencies
h) Exhibit H: Schedule of Fees, Charges, and Rebates State Agencies
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In case of conflict, the terms of this document shall control. If a conflict exists among the a
exhibits, they shall have priority in the order listed:
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a) Exhibit A: Definitions
b) Exhibit C: Special Contract Conditions co
c) Exhibit B: General Contract Conditions, Form PUR 1000 (10/06)
d) Exhibit E: Schedule of Deliverables
e) Exhibit D: Statement of Work
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f) Exhibit F: Eligible User Agreement
g) Exhibit G: Schedule of Fees, Charges, and Rebates State Agencies M
h) Exhibit H: Schedule of Fees, Charges, and Rebates Other Eligible Users CL
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V. Statement of Work
The Services and Solution to be timely rendered by the Contractor pursuant to this Contract are cm
defined and described in detail in Exhibit D, Statement of Work and Exhibit E, Schedule ofco
Deliverables.
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State Term Contract No. 84121500-15-01
For
Purchasing Card Services
VI. Amendments
No oral modifications to this Contract are acceptable. All modifications to this Contract must be
in writing and signed by both parties. Any future amendments to the Contract which alter the
definition of the Services or Solution shall define the Services or Solution in the same format as
Exhibit D, Statement of Work, and Exhibit E, Schedule of Deliverables. U'
Notwithstanding the order listed in section IV, amendments issued after the Contract is executed
may expressly change the provisions of the Contract. If they do so, then the most recent
amendment will take precedence over anything else that is part of the Contract.
VII. Contract Administration
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The Department employee responsible for maintaining the contract file for this Contract is: M
Stephanie Wyland, Contract Manager
FL Department of Management Services
Division of State Purchasing B
4050 Esplanade Way, Ste. 360
Tallahassee, FL 32399-0950
Telephone: 850-488-8367
E-mail: stephanie.wyland dms.myflorida.com
The Department may unilaterally appoint a different Contract Manager to the Contract. Said
action shall not constitute or require an amendment to the Contract. Any communication to the
Department relating to the Contract shall be addressed to the Contract Manager. CO
The Contractor shall assign one individual to serve as the designated contact person for this
Contract. All questions and Customer service issues concerning this Contract shall be directed to
the Contractor's designated contact person. It will be the designated contact person's
responsibility to coordinate with necessary Customer personnel as required to answer questions
and resolve issues. The Contractor must provide written notice to the Department if a new
employee is designated as the contact person for this Contract within 5 business days of the
change.
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The Contractor employee responsible for maintaining the contract file for this Contract is:
Jeri Winkleblack, Vice President
Bank of America
315 S. Calhoun Street, 2nd Floor, FL8-260-02-51 CO
Tallahassee, FL 32312
Telephone: 850-561-5921
E-mail: ieri.winkleblackbaml.com
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State Term Contract No. 84121500-15-01
For
Purchasing Card Services
This,Contract is executed upon signature of authorized officers as of the dates signed below: E
State of Florida, Contractor: Bank of America, N.A.
Department of Management Services:
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By: B
y
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Name: Chad Poppell Name: E
Title: Secretary Title:
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Date: Date:
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C.3.b
FLORIDA DEPARTMENT OF MANAGEMENT SERVICES
state purchasing E
VVe serve those who serve Florida �g
Exhibit A: Definitions
State Term Contract
No. 84121500-15-01
Purchasing Card Services ,
1 Definitions
0
This document contains the definitions for the State Term Contract numbered 84121500-15-01 for
Purchasing Card Services.
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2 Highlighted Existing Definitions
The definitions found in §287.012, Florida Statutes, Rule 60A-1, Florida Administrative Code,
General Contract Conditions, Form PUR 1000, and General Instructions to Respondents, Form
PUR 1001 are incorporated by reference.
a
2.1 Florida Statute Definitions
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The following Definitions from §287.012, Florida Statutes, are highlighted for clarity and the
convenience of the Contractor.
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a) Agency - Any of the various state officers, departments, boards, commissions, divisions,
bureaus, and councils and any other unit of organization, however designated, of the
executive branch of state government. "Agency" does not include the university and
college boards of trustees or the state universities and colleges. §287.012(1), Florida
Statutes
b) Commodity- Any of the various supplies, materials, goods, merchandise, food,
equipment, information technology, and other personal property purchased, leased, or Ln
otherwise contracted for by the state and its agencies.
§287.012(5), Florida Statutes
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e) Contractual Service -The rendering by a contractor of its time and effort rather than the
furnishing of specific Commodities. The term applies only to those services rendered by co
individuals and firms who are independent contractors, and such services may include,
but are not limited to, evaluations, consultations, maintenance, accounting, security,
management systems, management consulting, educational training programs research
and development studies or reports on the findings of consultants engaged thereunder 0
and professional, technical, and social services. §287.012(8), Florida Statutes
f) Department - The Department of Management Services. §287.012(9), Florida Statutes co
g) Eligible User- Any person or entity authorized by the Department pursuant to rule to
purchase from State Term Contracts or to use the online procurement system.
§287.012(11), Florida Statutes
Page 1 of 8
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2.2 Florida Administrative Code Definitions
The following Definition is highlighted from Rule 60A-1.005, Florida Administrative Code, for
clarity and the convenience of the Contractor.
a) Eligible User- The following entities are Eligible Users:
(1) All governmental agencies, as defined in §163.3164, Florida Statutes, which U)
have a physical presence within the State of Florida;
(2) Any independent, nonprofit college or university that is located within the State 2M
of Florida and is accredited by the Southern Association of Colleges and Schools.
2.3 Form PUR 1000 Definitions
0.
The following Definitions from Form PUR 1000 are highlighted for clarity and the
convenience of the Contractor M
a) Customer-The State agency or other entity identified in a contract as the party to
receive Commodities or Contractual Services pursuant to a contract or that orders
Commodities or Contractual Services via Purchase Order or other contractual instrument
from the Contractor under the Contract. The "Customer" may also be the "Buyer' as
defined in the PUR 1001 if it meets the definition of both terms.
b) Product -Any deliverable under the Contract, which may include commodities, services,
technology or software.
3 Contract Specific Definitions co
The following Definitions are specific to this Contract. If any of the following Contract Specific
Definitions modify or replace the Highlighted Existing Definitions incorporated in Section 2, the
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Contract Specific Definitions shall control.
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a) Acceptance -A written notification that a Deliverable has been reviewed and is judged 0.
by the PMO to meet the Acceptance Criteria, as augmented by other Deliverables and Ln
amended from time to time, in writing, by the parties.
b) Acceptance Criteria - Performance requirements and essential conditions contained in
Exhibit E, Schedule of Deliverables, against which Deliverables are evaluated beforeCM
they are given Acceptance or Rejection. co
c) Accepted Deliverable -A Deliverable which has been granted Acceptance.
d) Accounting Data Element (Un-Validated) -A field, required for FLAIR processing,
containing data entered by an Approver, that must be stored in a database and
transmitted in the Payment Settlement file as part of an Accounting Entry.
e) Accounting Data Element (Validated) -A field, required for FLAIR processing,
containing data entered by an Approver, and validated against Accounting Data co
Elements provided in the FLAIR Data Validation File, that must be stored in a database
and transmitted in the Payment Settlement File as part of an Accounting Entry. E
f) Accounting Entry - A series of Accounting Data Elements, both validated and un-
Page 2 of 8
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C.3.b
validated, transmitted to DFS in the Payment Settlement File, that is required by FLAIR
to process payment against a Transaction.
g) Administrator-A Solution User that has electronic rights and permission to alter Card
Account and program settings in the Solution.
h) Applications - Proprietary Software and Materials accessed through the Contractor's
digital platforms or through any of the Contractor's third party vendor sites; and any
related services used to provide the Services, including (i) the Global Reporting 3
Management System ("GRAM") hosted by MasterCard, (ii) a pin platform run by the
Contractor, (iii) a payment center for US cardholders run by Total Systems, (iv) the °
Works System, and (v) any other pre-approved third party vendor the Contractor may
use from time to time. The Contractor will provide other parties a minimum of ninety
(90) days notice before scheduling the incorporation of a third party vendor.
i ) AML/Sanctions Laws -All applicable laws relating to client identification, the
prevention of money-laundering, terrorism, the use of proceeds of crime, economic or
political sanctions, including Sanctions, and any other similar matter.
j) Approver or Approver/Group -A Solution User, or grouping of users, that has
electronic rights and permission to approve, attach scanned copies of documentation
to, or add Accounting Entries to, Transactions in the Solution.
k) Audit Period —As defined in Section 6, Exhibit C, Special Contract Conditions.
1) Automated Clearing House (ACH) File -An electronic file, produced by FLAIR and
transmitted to the State's treasury provider by DFS, which contains payment
4-
information and is used to settle account balances with the Contractor.
m) Billing Statement -The official invoice provided to the OEU or Cardholder by the
Contractor which identifies each Transaction posted during the billing cycle, the date of CO
each Transaction and the applicable fees and charges, payment amount due and
payment due date.
n) Business Day- Monday through Friday, 8am to 5pm, inclusive, not including paid
federal holidays and state holidays described listed in §110.117(1), Florida Statutes.
o) Card - Each plastic charge card the Contractor issues for the Eligible User's Card
Account using a Service.
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p) Card Account - Each account which the Contractor issues to an Eligible User or to a
Cardholder with respect to a Service, including a Cardless Account and which allows
charges to be incurred for the purchase of commodities and contractual services. cm
q) Cardless Account -A Card Account for which the Contractor issues only an account
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number, but no Card is issued.
r) Cardholder- An employee of the Eligible User and any person the OEU designates in
writing who the Contractor approves to receive a Card. If the Eligible User or a
Cardholder makes a Card Account number, or a number associated with a Cardless
Account available to another party, that person will also be considered a Cardholder. If
the OEU or a Cardholder makes a Card Account number, OEU Convenience Check,
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or a number associated with a Cardless Account available to another party, that
person will also be considered a Cardholder. A Cardholder is designated and
authorized by the Eligible User to make purchases within preset limits, set by the
Page 3 of 8
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C.3.b
Purchasing Card Administrator in the Solution, on behalf of the Eligible User.
s) Cash Advance - Use of a Card Account to obtain cash from a participating financial
institution, Merchant or Automated Teller Machine, to write a Convenience Check or to
obtain items readily convertible into cash, such as money orders, traveler's checks, and
foreign currency.
t) Charge -A purchase, credit, accounting correction, or other activity associated with any
Eligible User Card Account which creates a liability against an Eligible User's Corporate 3
Account. 2
e
u) Charge Data File -An electronic file containing line item level detail of all Agency a
transactions. The Charge Data File includes payment card industry standard Level 3
data, when available.
v) Confidential Information - Information in the possession or under the control of the
State or the Contractor that is exempt from public disclosure, or made confidential,
pursuant to Article I, Section 24, Florida Constitution, Chapter 119, Florida Statutes; or M
any other provision of State or federal law.
w) Contract - The agreement resulting from ITN 07-973-120-V between the Department U
and the Contractor.
x) Contractor- The business entity awarded the Contract resulting from ITN 07-973-120-
C by the Department.
y) Corporate Account - A master account, established with the Contractor by the Eligible
User, to which Transactions made by Card Accounts held by Cardholders can be
4-
posted for payment.
z) Correction Period -The amount of time, specified in a Notice of Deficiency, which the
Contractor has to correct the identified failure in a Deliverable in order to meet the CO
Acceptance Criteria.
aa)Corrective Action Plan (CAP) -A document detailing actions to be taken by the
Contractor to ensure that future Deliverables meet the requirements outlined in Exhibit
E, Schedule of Deliverables, pursuant to Section 5.5, Exhibit C, Special Contract
Conditions.
bb)Date of Delivery - The date specified in Exhibit E, Schedule of Deliverables, on or
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before which the Contractor shall submit a Deliverable for Delivery.
cc) Deliverable -A tangible object, Commodity, or Contractual Service, produced for, or
provided to, an Eligible User pursuant to this Contract. cm
dd)Delivery -The submission of a Deliverable to the PMO for review and Acceptance or
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Rejection.
ee)Department of Financial Services (or DFS) -The Florida Department of Financial
Services.
ff) The Department (or DMS) -The Florida Department of Management Services.
gg)Developed Material - Software and other materials produced by the Contractor or its
Subcontractors in the performance of projects associated with the Department's
systems and processes, including software program code, in both object code and CO
source code forms, and all related materials, including designs, data models, database
models, object models, program listings, flow charts, application manuals, technical
Page 4 of 8
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C.3.b
manuals, training manuals, user manuals, and operating procedures. The term
"Developed Materials" does not include any pre-existing software, upgrades, or
modifications thereto, but does include all modifications, enhancements and interfaces
to either pre-existing software or other pre-existing materials that are created in the
performance of the projects.
hh) Error Resolution -The set of informal and formal procedures established by the PMO
and Contractor to resolve issues regarding Electronic Files. 3
ii) Extended Workforce -Any of the Contractor's subcontractors or vendors with access
to Personal Data. a
jj) Final Acceptance - A written notification that an Electronic File or Service Deliverable
has been reviewed and has been operating in production with all functionality and
without any material deficiency for thirty (30) calendar days of full production.
kk) FLAIR Data Validation File - An electronic file, transmitted to the Contractor by DFS,
containing all information necessary for the Solution to validate required Accounting M
Data Elements.
II) Florida Accounting and Information Resource (FLAIR) - The State of Florida's U
accounting system used by all Agencies.
mm)Information Processing System(s) -The individual and collective electronic,
mechanical, and software components of the Contractor and its Extended Workforce's
operations that store, access, process or protect data related to the Services or
Solution.
4-
nn)Information Security Event - Any situation where there is an actual or strong
likelihood of the unauthorized acquisition or unauthorized use or disclosure of Personal
Data such that (i) there is a reasonable likelihood of material harm to a Cardholder or co
(ii) there is a reasonable likelihood of identity theft or fraud against an individual as
determined by the Contractor, using financial services industry best practices
assessment criteria.
oo)Information Warehouse -A central repository of data which is created by integrating
transaction data from FLAIR and the Contractor, maintained by DFS.
pp)Interim Acceptance —Acceptance, subject to Operational Acceptance and Final
Ln
Acceptance, of an Electronic File or Service Deliverable's design and operational
specifications as detailed in an Accepted Deliverable.
qq) Late Delivery—As defined in Section 5.1.2 Exhibit C, Special Contract Conditions cm
rr) Materials - The Software, user identification codes, passwords, codes, keys, test keys,
co
security devices, embedded algorithms, digital signatures and certificates, other similar
devices and information, User Documentation and related documentation the
Contractor provides to the Eligible User in connection with the Services or Solution. For
purposes of this Contract, "information" described in the definition of Materials shall be
limited to material that would enable the Information Processing Systems to be
produced, created, or compiled and to data processing software as defined in
§119.011(6), Florida Statutes, together with specifications as defined in the Glossary of co
Key Information Security Terms, National Institute of Standards and Technology (NIST)
I 7298; and computer software documentation as defined in Title 48 CFR Pt. 2.101
Page 5 of 8
Packet Pg. 193
C.3.b
ss) Merchant -A vendor which accepts a Purchasing Card as payment for Commodities or
Contractual Services.
tt) Merchant Category Code (MCC) -A payment card industry standard code or
classification assigned to a Merchant by a card platform that is used to classify the
Merchant by the type of Commodities or Contractual Services it provides.
uu)Merchant Category Code Group (MCCG) - An electronic grouping of Merchant
Category Codes, created by Eligible Users in the Solution, which may be applied as a 3
restriction or permission to a Card Account.
vv) Non-Conformance Damage(s) - The liquidated damages specified for each a
Deliverable that the Contractor is liable for pursuant to Section 11.3, Exhibit C, Special
Contract Conditions.
ww) Notice of Deficiency - The State's written statement to the Contractor which formally
rejects a Deliverable and identifies items given in Section 5.3.1, Exhibit C, Special
Contract Conditions.
xx) Operational Acceptance —Acceptance, subject to Final Acceptance, of an Electronic
File or Service Deliverable's meeting the design and operational specifications as U
detailed in an Accepted Deliverable.
yy) Other Eligible User(OEU) - An Eligible User that is not an Agency.
zz) Payment Settlement File -An electronic file, transmitted to DFS by the Contractor,
containing State of Florida accounting information for all participating Agency
Transactions processed in the Solution. The Payment Settlement File allows for
4-
verification of accounting controls in FLAIR before payment is made to the Contractor.
aaa)Payment Settlement Error File -An electronic file, transmitted to the Contractor by
DFS, containing Agency Transactions in the Payment Settlement File that were rejected co
by FLAIR.
bbb)Performance Measure—The required minimum acceptable level of service to be
performed and the criteria for evaluating the successful completion of each Deliverable. a.
ccc) Personal Data - Means (i) any "non-public personal information" as such term is
defined under Title V of the U.S. Gramm-Leach-Bliley Act, 15 U.S.C. §6801 et seq.
and the rules and regulations issued thereunder; (ii) any "personal data" as defined in
Ln
EU Directive 95/46/EC or any equivalent or similar concept of personal data or personal
information under any applicable law; or (iii) any other information that can specifically
identify an individual, such as name, address and social security number("SSN"), cm
together, in each case, with any other information that relates to an individual who has
co
been so identified. It also includes personal data as defined in Florida law, including but
not limited to §501.171 and §817.568, Florida Statutes
ddd)Program -The State of Florida Purchasing Card Program.
eee)Project Management Office (PMO) - A collective entity composed of personnel from
DFS and the Department. The PMO is the primary governance body for all changes to
the Solution and Services provided under the Contract.
fff) Purchasing Card (PCard) -A restricted use, non-revolving credit card that is issued to co
a Cardholder by the Contractor, is controlled by the Card Account created by the
Purchasing Card Administrator in the Solution, and which creates a liability against an
Page 6 of 8
Packet Pg. 194
C.3.b
Eligible User's Corporate Account.
ggg)Purchasing Card Administrator(OEU) -The designated representative from the
Other Eligible User assigned the administration and management of the Other Eligible
User's program and the primary point of contact for the Contractor and the Other
Eligible User.
hhh)Purchasing Card Administrator(Agency) - The designated representative of an
Agency who works directly with the Statewide Purchasing Card Administrator and the 3
Contractor on issues that relate to the Agency's program.
iii) Rejected Deliverable -A Deliverable determined by the PMO at any time during the °
Contract to have failed to meet Acceptance Criteria, as modified or augmented by other
Accepted Deliverables.
jjj) Rejection —A determination by the PMO that a deliverable failed to meet Acceptance
Criteria, as modified or augmented by other Accepted Deliverables.
kkk) Review Cycle - A period of time, specified in Exhibit E, Schedule of Deliverables,
associated with a Deliverable, during which the PMO is examining the Deliverable and
determining if it meets the Acceptance Criteria.
III) Sanctions - Any sanctions administered or enforced by the United States Government
(including the U.S. Department of the Treasury's Office of Foreign Assets Control), the
United Nations Security Council ("UNSC"), the European Union ("EU"), Her Majesty's
Treasury ("HMT"), or any other relevant sanctions authority.
mmm) Scanned Images File -An electronic file containing all images electronically
4-
attached or associated to Agency Transactions processed through the Solution.
nnn)Services -Any deliverable or work, which may include Commodities or Contractual
Services, performed by the Contractor under the Contract. co
000)Shared Data -Any transaction data or information concerning the State or the
Department that either is created or generated by Contractor personnel in the
performance of the Contractor's obligations under the Contract, including third party
service and product contracts.
ppp)Solicitation — ITN #07-973-120-C
ggq)Solution -The Contractor's internet based and accessible software application,
Ln
hosted and maintained by the Contractor, and used by Eligible Users to administer their
participation in the Program.
rrr) State - The State of Florida. cm
sss)State Data - Any data or information concerning the State that is provided to or
co
obtained by the Contractor or Contractor personnel in connection with the negotiation
and execution of the Contract or the performance of the Contractor's obligations under
the Contract, including any such data and information that either:
i. is created, generated, collected or processed by Contractor personnel
in the performance of the Contractor's obligations under the Contract,
including data processing input and output, performance
measurements, asset information, reports, third party contracts for co
Product, and the Contractor's charges to the Department, or
ii. resides in or is accessed through the Department's operating environment
Page 7 of 8
Packet Pg. 195
C.3.b
or the Contractor's Service delivery infrastructure; as well as any data and
information derived from the foregoing.
ttt) State Term Contractor Term Contract—This Contract numbered 84121500-15-01
uuu)Statewide Purchasing Card Administrator-The designated representative from
DFS assigned the administration and management of the Program and the primary
point of contact for the Contractor and all Agency Eligible Users.
vvv) Subcontractor- A company or individual to which the Contractor delegates 3
performance of any portion of the Services.
www) Supporting Documentation -Any documentation, such as: receipts, invoices, °
Purchase Orders, or other documentation that serves as a written record or account
justifying a Transaction.
xxx) Transaction -A purchase, reservation, charge, or credit associated with any Eligible
User Card Account.
yyy) Unauthorized Use - Use of a Card Account, Card or Convenience Check by a person M
(i) who is not the Eligible User's Cardholder, employee or agent, (ii) who does not
have actual, implied or apparent authority to use the Card Account, Convenience U
Check or Card and (iii) whose use does not benefit the Eligible User directly or
indirectly. Any use of a Card Account, Convenience Check or Card after the
Agreement has been terminated for any reason shall also be considered Unauthorized
Use.
zzz) User-Any Eligible User employee who has electronic access to the Solution.
4-
aaaa) User Documentation -Any written information the Contractor provides the Eligible
User, including information in electronic format, as amended from time to time, which
contains detailed instructions regarding the use of a Service. co
bbbb) Workforce - The Contractor's employees with access to Personal Data.
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Page 8 of 8
Packet Pg. 196
C.3.b
EXHIBIT B
State of Florida
PUR 1000
General Contract Conditions
Contents '
U)
1. Definitions.
2. Purchase Orders.
3. Product Version.
4. Price Changes Applicable only to Term Contracts. w
5. Additional Quantities. E
6. Packaging.
7. Inspection at Contractor's Site. CL
8. Safety Standards.
9. Americans with Disabilities Act.
10. Literature.
11. Transportation and Delivery.
12. Installation. �?
13. Risk of Loss.
14. Transaction Fee.
15. Invoicing and Payment.
U-
16. Taxes. 4-
17. Governmental Restrictions. 0
18. Lobbying and Integrity.
19. Indemnification. co
20. Limitation of Liability. E
21. Suspension of Work. 0
22. Termination for Convenience.
23. Termination for Cause.
24. Force Majeure, Notice of Delay, and No Damages for Delay.
25. Changes.
26. Renewal. Ln
27. Purchase Order Duration.
28. Advertising.
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29. Assignment.
30. Antitrust Assignment co
31. Dispute Resolution. z
32. Employees, Subcontractors, and Agents.
33. Security and Confidentiality. 2
34. Contractor Employees, Subcontractors, and Other Agents. 0
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35. Insurance Requirements.
36. Warranty of Authority.
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37. Warranty of Ability to Perform.
38. Notices.
39. Leases and Installment Purchases.
40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE).
PUR 1000 (10/06) 1
60A-1.002, F.A.C.
Packet Pg. 197
C.3.b
EXHIBIT B
41. Products Available from the Blind or Other Handicapped.
42. Modification of Terms.
43. Cooperative Purchasing.
44. Waiver.
45. Annual Appropriations.
46. Execution in Counterparts.
47. Severability.
a
1. Definitions. The definitions contained in s. 60A-1.001, F.A.C. shall apply to this
agreement. The following additional terms are also defined: E
0
(a) "Contract" means the legally enforceable agreement that results from a successful CL
solicitation. The parties to the Contract will be the Customer and Contractor.
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(b) "Customer" means the State agency or other entity identified in a contract as the
party to receive commodities or contractual services pursuant to a contract or that orders M
commodities or contractual services via purchase order or other contractual instrument �?
from the Contractor under the Contract. The "Customer" may also be the "Buyer" as CL
defined in the PUR 1001 if it meets the definition of both terms. M
(c) "Product" means any deliverable under the Contract, which may include 4-
commodities, services, technology or software.
(d) "Purchase order" means the form or format a Customer uses to make a purchase co
under the Contract (e.g., a formal written purchase order, electronic purchase order, E
procurement card, contract or other authorized means). 0
0
CL
2. Purchase Orders. In contracts where commodities or services are ordered by the
Customer via purchase order, Contractor shall not deliver or furnish products until a
Customer transmits a purchase order. All purchase orders shall bear the Contract or CL
solicitation number, shall be placed by the Customer directly with the Contractor, and Ln
shall be deemed to incorporate by reference the Contract and solicitation terms and
conditions. Any discrepancy between the Contract terms and the terms stated on the
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Contractor's order form, confirmation, or acknowledgement shall be resolved in favor of
terms most favorable to the Customer. A purchase order for services within the ambit of co
section 287.058(1) of the Florida Statutes shall be deemed to incorporate by reference the z
requirements of subparagraphs (a) through (f) thereof. Customers shall designate a
contract manager and a contract administrator as required by subsections 287.057(15) and 2
(16) of the Florida Statutes. 0
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3. Product Version. Purchase orders shall be deemed to reference a manufacturer's most
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recently release model or version of the product at the time of the order, unless the
Customer specifically requests in writing an earlier model or version and the contractor is
willing to provide such model or version.
PUR 1000 (10/06) 2
60A-1.002, F.A.C.
Packet Pg. 198
C.3.b
EXHIBIT B
4. Price Changes Applicable only to Term Contracts. If this is a term contract for
commodities or services, the following provisions apply.
(a) Quantity Discounts. Contractors are urged to offer additional discounts for one time
delivery of large single orders. Customers should seek to negotiate additional price
concessions on quantity purchases of any products offered under the Contract. 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 same or a smaller quantity of w
a product outside the Contract, but upon the same or similar terms of the Contract, then at E
the discretion of the Customer the price under the Contract shall be immediately reduced 0
to the lower price. CL
(c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term
due to a change in market conditions, a Contractor may conduct sales promotions
involving price reductions for a specified lesser period. A Contractor shall submit to the M
Contract Specialist documentation identifying the proposed (1) starting and ending dates �?
of the promotion, (2) products involved, and (3) promotional prices compared to then- CL
authorized prices. Promotional prices shall be available to all Customers. Upon M
approval, the Contractor shall provide conspicuous notice of the promotion.
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4-
(d) Trade-In. 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 co
equipment, and to keep accurate records of the process. For State agencies, it may be E
necessary to provide documentation to the Department of Financial Services and to the
agency property custodian pursuant to Chapter 273, F.S. CL
(e) Equitable Adjustment. The Customer may, in its sole discretion, make an equitable
adjustment in the Contract terms or pricing if pricing or availability of supply is affected CL
by extreme and unforeseen volatility in the marketplace, that is, by circumstances that Ln
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
CM
particular Contract source of supply, (3) the effect on pricing or availability of supply is
substantial, and (4) the volatility so affects the Contractor that continued performance of co
the Contract would result in a substantial loss. Z
z
5. Additional Quantities. For a period not exceeding ninety (90) days from the date of 2
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solicitation award, the Customer reserves the right to acquire additional quantities up to 0
0
the amount shown on the solicitation but not to exceed the threshold for Category Two at
the prices submitted in the response to the solicitation.
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6. Packaging. Tangible product shall be securely and properly packed for shipment,
storage, and stocking in appropriate, clearly labeled, shipping containers and according to
PUR 1000 (10/06) 3
60A-1.002, F.A.C.
Packet Pg. 199
C.3.b
EXHIBIT B
accepted commercial practice, without extra charge for packing materials, cases, or other
types of containers. All containers and packaging shall become and remain Customer's
property. E
7. Inspection at Contractor's Site. The Customer reserves the right to inspect, at any
reasonable time with prior notice, the equipment or product or plant or other facilities of a �
Contractor to assess conformity with Contract requirements and to determine whether 2
e
they are adequate and suitable for proper and effective Contract performance.
w
8. Safety Standards. All manufactured items and fabricated assemblies subject to E
operation under pressure, operation by connection to an electric source, or operation 0
involving connection to a manufactured, natural, or LP gas source shall be constructed 0.
and approved in a manner acceptable to the appropriate State inspector. Acceptability
customarily requires, at a minimum, identification marking of the appropriate safety
standard organization, where such approvals of listings have been established for the type
of device offered and furnished, for example: the American Society of Mechanical
Engineers for pressure vessels; the Underwriters Laboratories and/or National Electrical �?
Manufacturers' Association for electrically operated assemblies; and the American Gas
Association for gas-operated assemblies. In addition, all items furnished shall meet all
applicable requirements of the Occupational Safety and Health Act and state and federal
requirements relating to clean air and water pollution. 4-
0
9. Americans with Disabilities Act. Contractors should identify any products that may 2
be used or adapted for use b visually, hearing, or other physically impaired individuals. co
P Y Y� g� P Y Y P
10. Literature. Upon request, the Contractor shall furnish literature reasonably related to 0
the product offered, for example, user manuals, price schedules, catalogs, descriptive
brochures, etc.
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11. Transportation and Delivery. Prices shall include all charges for packing, handling,
freight, distribution, and inside delivery. Transportation of goods shall be FOB Ln
Destination to any point within thirty (30) days after the Customer places an Order. A
Contractor, within five (5) days after receiving a purchase order, shall notify the
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Customer of any potential delivery delays. Evidence of inability or intentional delays
shall be cause for Contract cancellation and Contractor suspension. co
6
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 or purchase order. Contractor's authorized product 0
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and price list shall clearly and separately identify any additional installation charges. All
materials used in the installation shall be of good quality and shall be free of defects that
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would diminish the appearance of the product or render it structurally or operationally
unsound. Installation includes the furnishing of any equipment, rigging, and materials
required to install or replace the product in the proper location. Contractor shall protect
the site from damage and shall repair damages or injury caused during installation by
PUR 1000 (10/06) 4
60A-1.002, F.A.C.
Packet Pg. 200
C.3.b
EXHIBIT B
Contractor or its employees or agents. If any alteration, dismantling, excavation, etc., is
required to achieve installation, the Contractor shall promptly restore the structure or site
to its original condition. Contractor shall perform installation work so as to cause the
least inconvenience and interference with Customers and with proper consideration of
others on site. Upon completion of the installation, the location and surrounding area of
work shall be left clean and in a neat and unobstructed condition, with everything in
satisfactory repair and order.
13. Risk of Loss. Matters of inspection and acceptance are addressed in s. 215.422, F.S.
Until acceptance, risk of loss or damage shall remain with the Contractor. The w
Contractor shall be responsible for filing, processing, and collecting all damage claims. E
To assist the Contractor with damage claims, the Customer shall: record any evidence of 0
visible damage on all copies of the delivering carrier's Bill of Lading; report damages to
the carrier and the Contractor; and provide the Contractor with a copy of the carrier's Bill
of Lading and damage inspection report. When a Customer rejects a product, Contractor
shall remove it from the premises within ten days after notification or rejection. Upon
rejection notification, the risk of loss of rejected or non-conforming product shall remain M
with the Contractor. Rejected product not removed by the Contractor within ten days �?
shall be deemed abandoned by the Contractor, and the Customer shall have the right to
dispose of it as its own property. Contractor shall reimburse the Customer for costs and M
expenses incurred in storing or effecting removal or disposition of rejected product.
U_
14. Transaction Fee. The State of Florida has instituted MyFloridaMarketPlace, a 0
statewide eProcurement System ("System"). Pursuant to section 287.057(23), Florida 0
Statutes (2002), all payments shall be assessed a Transaction Fee of one percent (1.0%), co
which the Contractor shall pay to the State,unless exempt pursuant to 60A-1.032, F.A.C.
2
For payments within the State accounting system (FLAIR or its successor), the CD
Transaction Fee shall, when possible, be automatically deducted from payments to the
0
Contractor. If automatic deduction is not possible, the Contractor shall pay the
Transaction Fee pursuant to Rule 60A-1.031(2), F.A.C. By submission of these reports
and corresponding payments, Contractor certifies their correctness. All such reports and
payments shall be subject to audit by the State or its designee. Ln
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 fault, cm
act, or omission of the Contractor. Notwithstanding the foregoing, a Transaction Fee is
non-refundable when an item is rejected or returned, or declined, due to the Contractor's co
failure to perform or comply with specifications or requirements of the agreement. z
Failure to comply with these requirements shall constitute grounds for declaring the 2
Contractor in default and recovering reprocurement costs from the Contractor in addition 0
to all outstanding fees. CONTRACTORS DELINQUENT IN PAYING
TRANSACTION FEES MAY BE SUBJECT TO BEING REMOVED FROM THE
DEPARTMENT OF MANAGEMENT SERVICES' VENDOR LIST AS co
PROVIDED IN RULE 60A-1.006,F.A.C.
E
15. Invoicing and Payment. Invoices shall contain the Contract number, purchase order
number if applicable, and the appropriate vendor identification number. The State may <
PUR 1000 (10/06) 5
60A-1.002, F.A.C.
Packet Pg. 201
C.3.b
EXHIBIT B
require any other information from the Contractor that the State deems necessary to
verify any purchase order placed under the Contract.
At the State's 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 be submitted to the
Customer through the Ariba Supplier Network (ASN) in one of the following
mechanisms —EDI 810, cXML, or web-based invoice entry within the ASN.
.M
Payment shall be made in accordance with sections 215.422 and 287.0585 of the Florida
Statutes, which govern time limits for payment of invoices. Invoices that must be E
returned to a Contractor due to preparation errors will result in a delay in payment. 0
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 payment, shall not constitute a breach
of the Contract and shall not relieve the Contractor of its obligations to the Department or
to other Customers. U)
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
a
paragraph shall be explicitly noted by the Customer in the special contract conditions _
section of the solicitation or in the Contract or purchase order. -
17. Governmental Restrictions. If the Contractor believes that any governmental
CO
restrictions have been imposed that require alteration of the material, quality,
workmanship or performance of the products offered under the Contract, the Contractor 2
shall immediately notify the Customer in writing, indicating the specific restriction. The 0-
Customer reserves the right and the complete discretion to accept any such alteration or
to cancel the Contract at no further expense to the Customer.
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18. Lobbying and Integrity. Customers shall ensure compliance with Section 11.062,
Ln
FS and Section 216.347, FS.The Contractor shall not, in connection with this or any
other agreement with the State, directly or indirectly (1) offer, confer, or agree to confer
any pecuniary benefit on anyone as consideration for any State officer or employee's cm
decision, opinion, recommendation, vote, other exercise of discretion, or violation of a
known legal duty, or(2) offer, give, or agree to give to anyone any gratuity for the benefit CO
of, or at the direction or request of, any State officer or employee. For purposes of clause z
(2), "gratuity" means any payment of more than nominal monetary value in the form of
cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits
of money, services, employment, or contracts of any kind. Upon request of the
Customer's Inspector General, or other authorized State official, the Contractor shall
provide any type of information the Inspector General deems relevant to the Contractor's CO
integrity or responsibility. Such information may include, but shall not be limited to, the
Contractor's business or financial records, documents, or files of any type or form that
refer to or relate to the Contract. The Contractor shall retain such records for the longer
of (1) three years after the expiration of the Contract or (2) the period required by the
PUR 1000 (10/06) 6
60A-1.002, F.A.C.
Packet Pg. 202
C.3.b
EXHIBIT B
General Records Schedules maintained by the Florida Department of State (available at:
htlp:Hdlis.dos.state.fl.us/barm/genschedules/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. w
E
19. Indemnification. The Contractor shall be fully liable for the actions of its agents,
employees, partners, or subcontractors and shall fully indemnify, defend, and hold 0
harmless the State and Customers, and their officers, agents, and employees, from suits, CL
actions, damages, and costs of every name and description, including attorneys' fees,
arising from or relating to personal injury and damage to real or personal tangible
property alleged to be caused in whole or in part by Contractor, its agents, employees, E
partners, or subcontractors, provided, however, that the Contractor shall not indemnify
for that portion of any loss or damages proximately caused by the negligent act or
CL
omission of the State or a Customer.
a
Further, the Contractor shall fully indemnify, defend, and hold harmless the State and -
Customers from any suits, actions, damages, and costs of every name and description, 0
including attorneys' fees, arising from or relating to violation or infringement of a
trademark, copyright, patent, trade secret or intellectual property right, provided, CO
however, that the foregoing obligation shall not apply to a Customer's misuse or
modification of Contractor's products or a Customer's operation or use of Contractor's
products in a manner not contemplated by the Contract or the purchase order. If any 0-
product is the subject of an infringement suit, or in the Contractor's opinion is likely to CL
become the subject of such a suit, the Contractor may at its sole expense procure for the
Customer the right to continue using the product or to modify it to become non- CL
infringing. If the Contractor is not reasonably able to modify or otherwise secure the
Ln
Customer the right to continue using the product, the 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 be liable for any royalties. cm
CO
The Contractor's obligations under the preceding two paragraphs with respect to any 6
legal action are contingent upon the State or Customer giving the Contractor (1) written
notice of any action or threatened action, (2) the opportunity to take over and settle or
defend any such action at Contractor's sole expense, and (3) assistance in defending the
action at Contractor's sole expense. The Contractor shall not be liable for any cost,
expense, or compromise incurred or made by the State or Customer in any legal action
without the Contractor's prior written consent, which shall not be unreasonably withheld. CO
20. Limitation of Liability. For all claims against the Contractor under any contract or E
purchase order, and regardless of the basis on which the claim is made, the Contractor's
liability under a contract or purchase order for direct damages shall be limited to the
PUR 1000 (10/06) 7
60A-1.002, F.A.C.
Packet Pg. 203
C.3.b
EXHIBIT B
greater of$100,000, the dollar amount of the contract or purchase order, 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 in this agreement.
Unless otherwise specifically enumerated in the Contract or in the purchase order, no
party shall be liable to another for special, indirect, punitive, or consequential damages,
including lost data or records (unless the contract or purchase order requires the �
Contractor to back-up data or records), even if the party has been advised that such
damages are possible. No party shall be liable for lost profits, lost revenue, or lost
institutional operating savings. The State and Customer may, in addition to other w
remedies available to them at law or equity and upon notice to the Contractor, retain such E
monies from amounts due Contractor as may be necessary to satisfy any claim for
damages, penalties, costs and the like asserted by or against them. The State may set off CL
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.
E
21. Suspension of Work. The Customer may in its sole discretion suspend any or all
activities under the Contract or purchase order, at any time, 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 constraints, declaration of emergency, or other such circumstances.
After receiving a suspension notice, the Contractor shall comply with the notice and shall 4-
not accept any purchase orders. Within ninety days, or any longer period agreed to by the 0
Contractor, the Customer shall either (1) issue a notice authorizing resumption of work,
at which time activity shall resume, or (2) terminate the Contract or purchase order. CO
Suspension of work shall not entitle the Contractor to any additional compensation. E
2
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22. Termination for Convenience. The Customer, by written notice to the Contractor,
may terminate the Contract in whole or in part when the Customer determines in its sole
discretion that it is in the State's interest to do so. The Contractor shall not furnish any
product after it receives the notice of termination, except as necessary to complete the
continued portion of the Contract, if any. The Contractor shall not be entitled to recover Ln
any cancellation charges or lost profits.
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23. Termination for Cause. The Customer may terminate the Contract if the Contractor
fails to (1) deliver the product within the time specified in the Contract or any extension, CO
(2) maintain adequate progress, thus endangering performance of the Contract, (3) honor z
any term of the Contract, or (4) abide by any statutory, regulatory, or licensing
requirement. Rule 60A-1.006(3), F.A.C., governs the procedure and consequences of
default. The Contractor shall continue work on any work not terminated. Except for 0
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defaults of subcontractors at any tier, the Contractor shall not be liable for any excess
costs if the failure to perform the Contract arises from events completely beyond the
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control, and without the fault or negligence, of the Contractor. If the failure to perform is
caused by the default of a subcontractor at any tier, and if the cause of the default is
completely beyond the control of both the Contractor and the subcontractor, and without
the fault or negligence of either, the Contractor shall not be liable for any excess costs for
PUR 1000 (10/06) 8
60A-1.002, F.A.C.
Packet Pg. 204
C.3.b
EXHIBIT B
failure to perform, unless the subcontracted products were obtainable from other sources
in sufficient time for the Contractor to meet the required delivery schedule. If, after
termination, it is determined that the Contractor was not in default, or that the default was
excusable, the rights and obligations of the parties shall be the same as if the termination
had been issued for the convenience of the Customer. The rights and remedies of the
Customer in this clause are in addition to any other rights and remedies provided by law
or under the Contract. �
24. Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor shall e
not be responsible for delay resulting from its failure to perform if neither the fault nor w
the negligence of the Contractor or its employees or agents contributed to the delay and E
the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, 0
or other similar cause wholly beyond the Contractor's control, or for any of the foregoing CL
that affect subcontractors or suppliers if no alternate source of supply is available to the
Contractor. In case of any delay the Contractor believes is excusable, the Contractor
shall notify the Customer in writing of the delay or potential delay and describe the cause
of the delay either (1) within ten (10) days after the cause that creates or will create the M
delay first arose, if the Contractor could reasonably foresee that a delay could occur as a �?
result, or (2) if delay is not reasonably foreseeable, within five (5) days after the date the CL
Contractor first had reason to believe that a delay could result. THE FOREGOING M
SHALL CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR EXCUSE 2
WITH RESPECT TO DELAY. Providing notice in strict accordance with this 4-
paragraph is a condition precedent to such remedy. No claim for damages, other than for
an extension of time, shall be asserted 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 co
direct, indirect, consequential, impact or other costs, expenses or damages, including but E
not limited to costs of acceleration or inefficiency, arising because of delay, disruption,
interference, or hindrance from any cause whatsoever. If performance is suspended or 0.
delayed, in whole or in part, due to any of the causes described in this paragraph, after the
causes have ceased to exist the Contractor shall perform at no increased cost, unless the
Customer determines, in its sole discretion, that the delay will significantly impair the
value of the Contract to the State or to Customers, in which case the Customer may (1) Ln
accept allocated performance or deliveries from the Contractor, provided that the
Contractor grants preferential treatment to Customers with respect to products subjectedcm
to allocation, or (2) purchase from other sources (without recourse to and by the
Contractor for the related costs and expenses) to replace all or part of the products that co
are the subject of the delay, which purchases may be deducted from the Contract z
quantity, or(3) terminate the Contract in whole or in part.
25. Changes. The Customer may unilaterally require, by written order, changes altering, 0
0
adding to, or deducting from the Contract specifications, provided that such changes are 0
within the general scope of the Contract. The Customer may make an equitable
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adjustment in the Contract price or delivery date if the change affects the cost or time of
performance. Such equitable adjustments require the written consent of the Contractor,
which shall not be unreasonably withheld. If unusual quantity requirements arise, the
Customer may solicit separate bids to satisfy them.
PUR 1000 (10/06) 9
60A-1.002, F.A.C.
Packet Pg. 205
C.3.b
EXHIBIT B
26. Renewal. Upon mutual agreement, the Customer and the Contractor may renew the
Contract, in whole or in part, for a period that may not exceed 3 years or the term of the
contract, whichever period is longer. Any renewal shall specify the renewal price, as set
forth in the solicitation response. The renewal must be in writing and signed by both
parties, 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 e
agency contract must be received by the Contractor no later than close of business on the w
last day of the contract's term to be considered timely. The Contractor is obliged to fill E
those orders in accordance with the contract's terms and conditions. Purchase orders 0)
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received by the contractor after close of business on the last day of the state term or CL
agency contract's term shall be considered void.
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Purchase orders for a one-time delivery of commodities or performance of contractual
services shall be valid through the performance by the Contractor, and all terms and M
conditions of the state term or agency contract shall apply to the single �?
delivery/performance, and shall survive the termination of the Contract. CL
M
Contractors are required to accept purchase orders specifying delivery schedules
exceeding the contracted schedule even when such extended delivery will occur after 4-
expiration of the state term or agency contract. For example, if a 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 state term contract, the co
Contractor will accept the order. However, if the Contractor expressly and in writing E
notifies the ordering office within ten (10) calendar days of receipt of the purchase order
that Contractor will not accept the extended delivery terms beyond the expiration of the CL
state term contract, then the purchase order will either be amended in writing by the
ordering entity within ten (10) calendar days of receipt of the contractor's notice to reflect
the state term contract delivery schedule, or it shall be considered withdrawn. CL
Ln
The duration of purchase orders for recurring deliveries of commodities or performance
of services shall not exceed the expiration of the state term or agency contract by more
CM
than twelve months. However, if an extended pricing plan offered in the state term or
agency contract is selected by the ordering entity, the contract terms on pricing plans and 00
renewals shall govern the maximum duration of purchase orders reflecting such pricing z
plans and renewals.
Timely purchase orders shall be valid through their specified term and performance by 0
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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
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termination of the Contract.
PUR 1000 (10/06) 10
60A-1.002, F.A.C.
Packet Pg. 206
C.3.b
EXHIBIT B
Ordering offices shall not renew a purchase order issued pursuant to a state term or
agency contract if the underlying contract expires prior to the effective date of the
renewal. E
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, including, but not limited to mentioning the Contract in a
press release or other promotional material, identifying the Customer or the State as a
reference, or otherwise linking the Contractor's name and either a description of the
Contract or the name of the State or the Customer in any material published, either in w
print or electronically, to any entity that is not a party to Contract, except potential or E
actual authorized distributors, dealers,resellers, or service representative.
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29. Assignment. The Contractor shall not sell, assign or transfer any of its rights, duties
or obligations under the Contract, or under any purchase order issued pursuant to the
Contract, without the prior written consent of the Customer. In the event of any
assignment, the Contractor remains secondarily liable for performance of the contract,
unless the Customer expressly waives such secondary liability. The Customer may assign �?
the Contract with prior written notice to Contractor of its intent to do so. CL
30. Antitrust Assignment. The Contractor and the State of Florida recognize that in
actual economic practice, overcharges resulting from antitrust violations are in fact 4-
usually home by the State of Florida. Therefore, the contractor hereby assigns to the 0
State of Florida any and all claims for such overcharges as to goods, materials or services 2
purchased in connection with the Contract. co
31. Dispute Resolution. Any dispute concerning performance of the Contract shall be 0
decided by the Customer's designated contract manager, who shall reduce the decision to CL
writing and serve a copy on the Contractor. The decision shall be final and conclusive
unless within twenty one (21) days from the date of receipt, the Contractor files with the
Customer a petition for administrative hearing. The Customer's decision on the petition CL
shall be final, subject to the Contractor's right to review pursuant to Chapter 120 of the Ln
Florida Statutes. Exhaustion of administrative remedies is an absolute condition
precedent to the Contractor's ability to pursue any other form of dispute resolution;
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provided, however, that the parties may employ the alternative dispute resolution
procedures outlined in Chapter 120. co
6
Without limiting the foregoing, the exclusive venue of any legal or equitable action that
arises out of or relates to the Contract shall be the appropriate state court in Leon County, 2
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Florida; in any such action, Florida law shall apply and the parties waive any right to jury 0
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trial.
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32. Employees, Subcontractors, and Agents. All Contractor employees,
subcontractors, or agents performing work under the Contract shall be properly trained
technicians who meet or exceed any specified training qualifications. Upon request,
Contractor shall furnish a copy of technical certification or other proof of qualification.
PUR 1000 (10/06) 11
60A-1.002, F.A.C.
Packet Pg. 207
C.3.b
EXHIBIT B
All employees, subcontractors, or agents performing work under the Contract must
comply with all security and administrative requirements of the Customer and shall
comply with all controlling laws and regulations relevant to the services they are
providing under the Contract. The State may conduct, and the Contractor shall cooperate
in, a security background check or otherwise assess any employee, subcontractor, or
agent furnished by the Contractor. The State may refuse access to, or require
replacement of, any personnel for cause, including, but not limited to, technical or
training qualifications, quality of work, change in security status, or non-compliance with
a Customer's security or other requirements. Such approval shall not relieve the
Contractor of its obligation to perform all work in compliance with the Contract. The w
State may reject and bar from any facility for cause any of the Contractor's employees, E
subcontractors, or agents.
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33. Security and Confidentiality. The Contractor shall 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 to third parties any confidential information
obtained by the Contractor or its agents, distributors, resellers, subcontractors, officers or
employees in the course of performing Contract work, including, but not limited to, �?
security procedures, business operations information, or commercial proprietary 0.
information in the possession of the State or Customer. The Contractor shall not be
required to keep confidential information or material that is publicly available through no
fault of the Contractor, material that the Contractor developed independently without 4-
relying on the State's or Customer's confidential information, or material that is
otherwise obtainable under State law as a public record. To insure confidentiality, the 2
Contractor shall take appropriate steps as to its personnel, agents, and subcontractors. co
The warranties of this paragraph shall survive the Contract. E
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34.Contractor Employees, Subcontractors, and Other Agents. The Customer and the
State shall take all actions necessary to ensure that Contractor's employees,
subcontractors and other agents are not employees of the State of Florida. Such actions
include, but are not limited to, ensuring that Contractor's employees, subcontractors, and 0.
other agents receive benefits and necessary insurance (health, workers' compensations, Ln
and unemployment) from an employer other than the State of Florida.
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35. Insurance Requirements. During the Contract term, the Contractor at its sole expense
shall provide commercial insurance of such a type and with such terms and limits as may be co
reasonably associated with the Contract. Providing and maintaining adequate insurance z
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 as limiting the Contractor's liability and obligations 0
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under the Contract. All insurance policies shall be through insurers authorized or eligible to 0
write policies in Florida.
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36. Warranty of Authority. Each person signing the Contract warrants that he or she is
duly authorized to do so and to bind the respective party to the Contract.
PUR 1000 (10/06) 12
60A-1.002, F.A.C.
Packet Pg. 208
C.3.b
EXHIBIT B
37. Warranty of Ability to Perform. The Contractor warrants that, to the best of its
knowledge, there is no pending or threatened action, proceeding, or investigation, or any
other legal or financial condition, that would in any way prohibit, restrain, or diminish the
Contractor's ability to satisfy its Contract obligations. The Contractor warrants that
neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to
section 287.133 of the Florida Statutes, 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 in any manner during the term of the
Contract.
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38. Notices. All notices required under the Contract shall be delivered by certified mail, E
return receipt requested, by reputable air courier service, or by personal delivery to the 0
agency designee identified in the original solicitation, or as otherwise identified by the CL
Customer. Notices to the Contractor shall be delivered to the person who signs the
Contract. Either designated recipient may notify the other, in writing, if someone else is
designated to receive notice.
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39. Leases and Installment Purchases. Prior approval of the Chief Financial Officer(as
defined in Section 17.001, F.S.) is required for State agencies to enter into or to extend
any lease or installment-purchase agreement in excess of the Category Two amount
established by section 287.017 of the Florida Statutes.
40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). U_
Section 946.515(2), F.S. requires the following statement to be included in the 0
solicitation: "It is expressly understood and agreed that any articles which are the subject
of, or required to carry out, the Contract shall be purchased from the corporation co
identified under Chapter 946 of the Florida Statutes (PRIDE) in the same manner and E
under the same procedures set forth in section 946.515(2) and (4) of the Florida Statutes; 0)
and for purposes of the Contract the person, firm, or other business entity carrying out the
0
provisions of the Contract shall be deemed to be substituted for the agency insofar as
dealings with such corporation are concerned." Additional information about PRIDE and
the products it offers is available at http://www.pridefl.com.
Ln
41. Products Available from the Blind or Other Handicapped. Section 413.036(3),
F.S. requires the following statement to be included in the solicitation: "It is expressly
understood and agreed that any articles that are the subject of, or required to carry out, cm
this contract shall be purchased from a nonprofit agency for the Blind or for the Severely co
Handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same 6
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manner and under the same procedures set forth in section 413.036(1) and (2), Florida
Statutes; and for purposes of this contract the person, firm, or other business entity 2
carrying out the provisions of this contract shall be deemed to be substituted for the State 0
agency insofar as dealings with such qualified nonprofit agency are concerned."
Additional information about the designated nonprofit agency and the products it offers is
available at http://www.respectofflorida.org. co
42. Modification of Terms. The Contract contains all the terms and conditions agreed
upon by the parties, which terms and conditions shall govern all transactions between the
Customer and the Contractor. The Contract may only be modified or amended upon <
PUR 1000 (10/06) 13
60A-1.002, F.A.C.
Packet Pg. 209
C.3.b
EXHIBIT B
mutual written agreement of the Customer and the Contractor. No oral agreements or
representations shall be valid or binding upon the Customer or the Contractor. No
alteration or modification of the Contract terms, including substitution of product, shall
be valid or binding against the Customer. The Contractor may not unilaterally modify
the terms of the Contract by affixing additional terms to product upon delivery (e.g.,
attachment or inclusion of standard preprinted forms, product literature, "shrink wrap"
terms accompanying or affixed to a product, whether written or electronic) or by �
incorporating such terms onto the Contractor's order or fiscal forms or other documents
forwarded by the Contractor for payment. The Customer's acceptance of product or
processing of documentation on forms furnished by the Contractor for approval or w
payment shall not constitute acceptance of the proposed modification to terms and E
conditions.
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43. Cooperative Purchasing. Pursuant to their own governing laws, and subject to the
agreement of the Contractor, other entities may be permitted to make purchases at the
terms and conditions contained herein. Non-Customer purchases are independent of the
agreement between Customer and Contractor, and Customer shall not be a party to any
transaction between the Contractor and any other purchaser. �?
State agencies wishing to make purchases from this agreement are required to follow the CL
provisions of s. 287.042(16)(a), F.S. This statute requires the Department of Management
Services to determine that the requestor's use of the contract is cost-effective and in the
best interest of the State. 4-4-
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44. Waiver. The delay or failure by the Customer to exercise or enforce any of its rights
under this Contract shall not constitute or be deemed a waiver of the Customer's right CO
thereafter to enforce those rights, nor shall any single or partial exercise of any such right E
preclude any other or further exercise thereof or the exercise of any other right. 0
0
45. Annual Appropriations. The State's performance and obligation to pay under this
contract are contingent upon an annual appropriation by the Legislature.
46. Execution in Counterparts. The Contract may be executed in counterparts, each of Ln
which shall be an original and all of which shall constitute but one and the same
instrument. LO
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47. Severability. If a court deems any provision of the Contract void or unenforceable
that provision shall be enforced only to the extent that it is not in violation of law or is not z
otherwise unenforceable and all other provisions shall remain in full force and effect.
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PUR 1000 (10/06) 14
60A-1.002, F.A.C.
Packet Pg. 210
C.3.b
FLORIDA P2EP'A6iTMfl='M7T 41F MANAGEMENT SERVICES
state plurcha�sing
WN serve:a'h—w ho--Fl.rid.
Exhibit C: Special Contract Conditions E
State Term Contract
No. 84121500-15
Purchasing Card Services
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Special Contract Conditions Contents
1 General Contractor Performance........................................................................................ 4
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2 Federal and Florida Contractual Requirements................................................................... 4
2.1 Discrimination .............................................................................................................. 4
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2.2 Preferred Pricing.......................................................................................................... 4
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2.3 Scrutinized Company List............................................................................................ 4
2.4 E-Verify........................................................................................................................ 5
2.5 Compliance with Laws ................................................................................................. 5
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2.6 Conflict of Interest........................................................................................................ 5
3 Project Management Office (PMO) ..................................................................................... 6
3.1 PMO Assigned Staff..................................................................................................... 6
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3.2 Contractor Roles and Responsibilities.......................................................................... 6
4 Contractor Personnel and Third Parties .............................................................................. 7
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4.1 Contractor Personnel................................................................................................... 7
4.2 Key Personnel ............................................................................................................. 7
4.3 Cooperation with Third Parties..................................................................................... 8
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4.4 Subcontracting by the Contractor................................................................................. 9
5 Deliverables.......................................................................................................................10
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5.1 Deliverable Schedule Elements ..................................................................................10co
5.2 Acceptance of Deliverables.........................................................................................11
5.3 Rejection of Deliverables ............................................................................................13
5.4 Correction of Deliverables...........................................................................................15
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5.5 Corrective Action Plan ................................................................................................16
6 Contract Records...............................................................................................................17 co
6.1 Inspection of Records of Work Performed...................................................................17
6.2 Retention of Records..................................................................................................17
Packet Pg. 211
C.3.b
6.3 Examination and Retention of Records for Audit Purposes.........................................17
7 Confidentiality....................................................................................................................19
7.1 Confidential Information..............................................................................................19
7.2 Protection of Trade Secrets and other Confidential Information ..................................19 '
7.3 Data Security and Confidentiality................................................................................20 U)
7.4 Exclusions ..................................................................................................................23
7.5 No Implied Rights........................................................................................................23 a
7.6 Remedies Related to Trade Secrets or Other Confidential Information .......................23
7.7 Survival.......................................................................................................................24
8 Proprietary Rights and Software ........................................................................................25
8.1 Rights in Data.............................................................................................................25
8.2 Ownership of Florida Accounting Information Resource (FLAIR) ................................25
8.3 Other Proprietary Rights .............................................................................................25
8.4 Continuity of Services and Solution relating to FLAIR Data Integration and Transition27
8.5 State Property.............................................................................................................27
9 Insurance Requirements....................................................................................................28
9.1 Other Insurance Requirements...................................................................................29
9.2 Subcontractors............................................................................................................29
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9.3 Certificates of Insurance and Other Requirements......................................................29
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10 Indemnity........................................................................................................................31
10.1 Patent/Copyright Infringement Indemnity....................................................................31
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10.2 Other Indemnities .......................................................................................................31
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10.3 Indemnification Procedures.........................................................................................32
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10.4 Sovereign Immunity....................................................................................................33
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11 Financial Consequences for Nonperformance and Force Majeure .................................34
11.1 Liquidated Damages...................................................................................................34
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11.2 Corrective Action ........................................................................................................34
11.3 Force Majeure Events.................................................................................................34
11.4 Limitation and Liability.................................................................................................35
12 Termination ....................................................................................................................36
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12.1 Termination for Cause ................................................................................................36
12.2 Events of Default for the Contractor: ...........................................................................36
Special Contract Conditions
Purchasing Card Services
Contract No. 84121500-15-01 Page 2 of 47
Packet Pg. 212
C.3.b
12.3 Termination for Other Than Cause..............................................................................37
12.4 State Funding Obligation.............................................................................................37
12.5 Criminal Conviction.....................................................................................................38
12.6 Rights and Obligations upon Termination ...................................................................38 '
12.7 Reservation of Rights..................................................................................................38 U)
12.8 Remedies for Contractor Default.................................................................................39
12.9 Remedies for State Failure to Perform........................................................................39 2 '
12.10 Contractor Rights of Termination.............................................................................39
13 Financial.........................................................................................................................40
13.1 Assumption of Cost and Limitation of Fees.................................................................40
13.2 Limitation of Liability....................................................................................................40
13.3 Settlement of Charges ................................................................................................40
13.4 Disputed Transactions ................................................................................................41
13.5 Account Delinquency..................................................................................................41
14 Representations and Warranties ....................................................................................43
14.1 Contractor's Representations and Warranties.............................................................43
14.2 State Warranty and Covenant.....................................................................................43
14.3 Disclaimer...................................................................................................................44
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15 Exit Transition Services..................................................................................................45
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16 Survival ..........................................................................................................................46
17 Dispute Resolution and Governing Law..........................................................................47
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Special Contract Conditions
Purchasing Card Services
Contract No. 84121500-15-01 Page 3 of 47
Packet Pg. 213
C.3.b
1 General Contractor Performance
The Department hereby engages the Contractor to provide the Services, Solution, and Program
for Eligible Users of this Contract, and the Contractor undertakes to provide the Services,
Solution, and Program in their entirety pursuant to the terms and conditions of this Contract with
the participation of Eligible Users, as specified in this Contract.
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2 Federal and Florida Contractual Requirements
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2.1 Discrimination
In the performance of this Contract, the Contractor agrees not to discriminate against any
employee or applicant for employment, with respect to his or her hire, tenure, terms, conditions
or privileges of employment, or any matter directly or indirectly related to employment, because
of race, color, religion, national origin, ancestry, age, sex, height, weight, marital status, and
physical or mental disability. The Contractor further agrees that every subcontract entered into
for the performance of any contract or purchase order resulting here from will contain a
provision requiring non-discrimination in employment, as herein specified, binding upon each
Subcontractor. Any breach of this covenant may be regarded as a material breach of this
Contract.
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2.2 Preferred Pricing
The Contractor agrees to submit to the Department as requested, but at least annually, an
affidavit from an authorized representative attesting that the Contractor is in compliance with the
M
preferred pricing provision in section 4(b), Exhibit B, General Contract Conditions, Form PUR CO
1000.
The Contractor clarifies that the pricing under this Contract is offered to the Department due to
0.
its requirements, and further, as a result of the unique requirements sought by the Department
the Contractor does not have nor anticipate any other contract that is substantially similar to this M
Contract in size and scope.
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2.3 Scrutinized Company List
In executing this Contract, 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 CM
Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes. CO
6
Pursuant to section 287.135(5), Florida Statutes, the Contractor agrees the Department may
immediately terminate this Contract for cause if the Contractor is found to have submitted a
false certification or if the Contractor is placed on the Scrutinized Companies with Activities in
Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List
during the term of the Contract.
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Special Contract Conditions
Purchasing Card Services
Contract No. 84121500-15-01 Page 4 of 47
Packet Pg. 214
C.3.b
2.4 E-Verify
Pursuant to State of Florida Executive Orders Nos.: 11-02 and 11-116, the Contractor shall
utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment of
all new employees hired by the Contractor during the Contract Term. Also, the Contractor shall
include in related subcontracts a requirement that Subcontractors performing work or providing
services pursuant to this Contract utilize the E-Verify system to verify employment of all new
employees hired by the Subcontractor during the Contract Term.
2.5 Compliance with Laws
The Contractor as well as its employees, Subcontractors, and agents shall comply with all
applicable federal, state and local regulations, including, but not limited to, nondiscrimination,
wages, social security, worker's compensation, licenses and registration requirements.
Violation of such laws shall be grounds for termination of the Contract.
2.5.1 Compliance with law. In addition to compliance with laws under Section 2.5, the
Contractor will provide the Services in a manner which is materially compliant with all laws to
which the Contractor may be subject (including, but not limited to, all AML/Sanctions Laws). The
Contractor represents and warrants that the Contractor's performance of its obligations will not
materially violate any law applicable to the Contractor or facilitate illegal Transactions in the
United States.
2.5.2 OFAC. The Contractor will implement systemic protocols to decline attempted
Transactions that would violate Sanctions, or that would result in a violation by any person
(including any person participating in the Transaction, whether as advisor, investor or otherwise) co
of Sanctions. The Contractor will monitor activity on the Eligible User and its Card Accounts for
activity that may be expected to lend, contribute, or otherwise fund any activities of a business
or person in countries subject to Sanctions and may review such activity with the Eligible User
as may be necessary.
2.6 Conflict of Interest
The Contractor must have no conflict of interest as described in Chapter 112, Florida Statutes.
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Further, the Contractor must disclose the name of any State of Florida employee who also,
directly or indirectly, has an interest of five percent (5%) or more in the Contractor's firm or any
of its subsidiaries. This shall be an ongoing requirement, and failure to comply will subject the CM
Contract to cancellation or reimbursement of all dollars paid under the Contract. co
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3 Project Management Office (PMO)
The State shall form a joint Program governance organization known as the "Project
Management Office", or"PMO". The PMO shall serve as the primary governance body for
managing the Services, Solution, and Program Deliverables required under this Contract.
3.1 PMO Assigned Staff U)
The State may assign staff to and remove staff from the PMO as needed. On such occasions,
the entity making the reassignments shall inform the Contractor, in writing, of any staff being
assigned to or removed from the PMO.
3.1.1 The Department
The staff assigned to the PMO for the Department shall include the Contract Manager, and may
include additional staff as necessary.
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3.1.2 DFS
The staff assigned to the PMO for DFS shall include the Statewide Purchasing Card
Administrator, and may include additional staff as necessary.
3.2 Contractor Roles and Responsibilities
The Contractor, though not a member of the PMO, shall work with the PMO to ensure
comprehensive governance of the Contract. Regarding the PMO:
3.2.1 The Contractor shall have overall responsibility for managing and successfully
performing and completing the Services and providing the Solution to Eligible Users as specified co
in this Contract, subject to the overall direction and supervision of the PMO.
3.2.2 The Contractor shall provide early notice to the PMO if the State's failure to perform
its responsibilities is likely to delay the timely achievement of any tasks or delay Delivery of any 0.
Deliverable. Material delays shall be addressed according to section 24, Exhibit B, General
Contract Conditions, Form PUR1000.
3.2.3 The Contractor shall have overall responsibility to coordinate the Delivery ofLn
Deliverables with the PMO.
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4 Contractor Personnel and Third Parties
4.1 Contractor Personnel E
During the term of the Contract, the Contractor shall not knowingly employ, subcontract with, or
sub-grant to any person (including any non-governmental entity in which such person has any
employment or other material interest as defined by section 112.312 (15), Florida Statutes), who
is employed by the Department, DFS, or who is participating in the performance or procurement
of the Contract, except as provided in section 112.3185, Florida Statutes.
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The Contractor shall take all actions necessary to ensure that the Contractor's employees,
Subcontractors, providers and other agents are not employees of the State.
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Such actions include, but are not limited to, ensuring that the Contractor's employees,
Subcontractors, providers, and other agents receive benefits and necessary insurance (health,
workers' compensations, and unemployment) from an employer other than the State of Florida.
4.1.1 All persons assigned by the Contractor to the performance of Services under this
Contract shall be fully qualified to perform the work assigned to them, and shall be either:
4.1.1.1 Employees of the Contractor;
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4.1.1.2 Employees of its majority-owned (directly or indirectly, at any tier) subsidiaries;
or
4.1.1.3 Employees of an approved Subcontractor. CO
4.1.2 Independent contractors engaged by the Contractor solely to augment and fulfill a
staff role with the Contractor are considered to be employees of the Contractor.
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4.1.3 The Contractor shall include a similar provision in any subcontract entered into with a
Subcontractor that is made specifically for this Contract.
4.1.4 The Contractor's employees, Subcontractors, and any other personnel furnished by Ln
the Contractor to perform the Services must adhere to all terms of this Contract and in
particular, the confidentiality and security requirements in Section 7.
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4.1.5 The Contractor is responsible for all acts and omissions of its employees, as well as
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the acts and omissions of any other personnel furnished by the Contractor to perform the
Services.
4.2 Key Personnel
Exhibit D, Statement of Work, provides the roles of Key Personnel. Key Personnel are to be
dedicated to the Contract for its duration except as required by the Contractor, and
subsequently provided in the list of Key Personnel as described in Exhibit D, Statement of Work, CO
or in a Contract Amendment with respect to other individuals designated as Key Personnel for
that Contract Amendment.
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4.2.1 Review
The PMO will have the right to review the assignment of Key Personnel and alternate Key
Personnel. Acceptance Criteria for the Key Personnel are given in Exhibit E, Schedule of E
Deliverables.
When assigning an individual to be Key Personnel, or alternate Key Personnel, the Contractor
shall: U'
4.2.1.1 Notify PMO of the proposed assignment;
4.2.1.2 Provide assurance that new individuals have been trained in the State of
Florida's policies and procedures;
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4.2.1.3 Introduce the individual to the PMO; and
4.2.1.4 Provide the PMO with any other requested information about the individual.
4.2.2 Alternates
Exhibit D, Statement of Work, provides the roles of Key Personnel. Each Key Personnel shall
have an individual designated as `alternate' who possesses equivalent qualifications and who
will serve in the same role as the Key Personnel, should the Key Personnel be unavailable.
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4.2.3 Authorized Removal or Reassignment
The Contractor shall inform the PMO of any removal or reassignment of Key Personnel as soon
as the Contractor is able to do so.
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4.2.4 Replacement
In the event of removal or reassignment of Key Personnel the Contractor shall identify a
replacement for the Key Personnel and assign the replacement to shadow the Key Personnel
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as the Contractor is able to do so.
4.2.5 Staffing Levels and Location
The Contractor shall provide all staff and facilities required to provide the Services and Solution.
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If the level of personnel resources specified in the Contractor's State Agency Implementation
Plan is insufficient to complete any Contractor tasks in accordance with the State Agency CM
Implementation Plan's due dates, the Contractor shall promptly add additional qualified
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personnel resources to the performance of the affected tasks in an amount sufficient to
complete performance of the Contractor's tasks by the due date.
Notwithstanding the turnover of personnel, the Contractor shall remain obligated to perform the
Services without degradation.
4.3 Cooperation with Third Parties CO
The Contractor agrees to cause its personnel and the personnel of any Subcontractors to
cooperate with the State and its agents and other contractors including the State's properly
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authorized governmental entity or business third parties, including but not limited to technology
staff under contract to the State, and properly authorized individuals directly or indirectly
accessing State Data. The Contractor is to provide, as reasonably requested by the State, to the E
State's agents and other contractors, reasonable access to the Contractor's personnel,
systems, and facilities with prior written notice to the Contractor, to which request the Contractor '
will not unreasonably delay. The State acknowledges that the Contractor's time schedule for the
implementation is very specific and agrees it will not unnecessarily or unreasonably interfere
with, delay, or otherwise impede the Contractor's performance under this Contract with such
requests for access. 2M
4.4 Subcontracting by the Contractor
The Contractor shall have full responsibility for the successful performance and completion of all
subcontracted duties under this Contract to the same extent as if the Contractor has not
subcontracted such duties. The Contractor shall be the sole point of contact for Subcontractors M
with regard to all matters under this Contract.
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The Contractor shall not delegate any duties under this Contract to a Subcontractor unless the
Department has given written consent to such delegation. The Department shall have the right
of written approval of all Subcontractors.
The management of any Subcontractor will be the responsibility of the Contractor. All payments
to Subcontractors or suppliers of the Contractor shall be made by the Contractor. The
Department's written approval of any Subcontractor engaged by the Contractor to perform any
obligation under this Contract shall not relieve the Contractor of any obligations or performance
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required under this Contract.
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5 Deliverables
The Contractor shall provide all Deliverables identified in Exhibit E, Schedule of Deliverables, as
specified in this Contract.
Any Deliverable added to the Contract shall be added to Exhibit D, Statement of Work, and to
Exhibit E, Schedule of Deliverables, and, if applicable, be incorporated into the appropriate U)
Deliverable(s), as needed.
5.1 Deliverable Schedule Elements 2M
The tables provided in Exhibit E, Schedule of Deliverables, contain details about each
Deliverable, specifically, the Date of Delivery, the Review Cycle, the Deliverable Type, the Non-
Conformance Damages, the Correction Period, the Requirements and the Acceptance Criteria.
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5.1.1 Date(s) of Delivery M
The Contractor shall create, provide, and submit for Delivery the Deliverables, as defined in
Exhibit E, Schedule of Deliverables, by the Date(s) of Delivery defined therein. The Deliverable
is due to be received by the PMO before 5:00 PM Eastern Time on the last Business Day
specified in the Date of Delivery.
When calculating the specific Business Day of a Date of Delivery of a Deliverable, the first
Business Day included in the calculation will be the Business Day following the specified
initiating event for that Deliverable.
For example: If a Deliverable specifies "Within twenty days of Contract execution", the first of CO
those Business Days is the Business Day following Contract execution.
5.1.2 Late Delivery
A Deliverable which is submitted for Delivery after the close of business (5:00 PM Eastern Time)
on the Business Day specified as the Date of Delivery for that Deliverable, following any
applicable Correction Period will be considered a late, non-conforming Deliverable.
5.1.3 Review Cycle Ln
The PMO's inspection, and Acceptance or Rejection, of the Contractor's Deliverables shall
require no longer than the number of Business Days from Date of Delivery specified as the CM
Review Cycle for each Deliverable provided in Exhibit E, Schedule of Deliverables.
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5.1.4 Deliverable Type(s)
The Deliverables that shall be provided by the Contractor under this Contract are classified as
one of four types:
5.1.4.1 Documentation
5.1.4.2 Electronic File
5.1.4.3 Key Personnel CO
5.1.4.4 Service
Each Deliverable is given a type in Exhibit E, Schedule of Deliverables.
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5.1.5 Non-Conformance Damages
For Deliverables rejected under Section 5.3, the Contractor shall be liable for the Non-
Conformance Damages specified in Exhibit E, Schedule of Deliverables, for that Deliverable. E
Excluding from the cap the cost to the Contractor of duties for which the Contractor is directly
responsible, such as, Corrective Action Plans and data security nonconformance, the '
Contractor's total for Non-Conformance Damages for all Deliverables shall not exceed an
aggregate cap of$35,000 per year, which will begin on the execution date of the Contract, and
continue annually thereafter.
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5.1.6 Correction Period
For Deliverables rejected under Section 5.3, the Contractor shall have the time specified as the
Correction Period in Exhibit E, Schedule of Deliverables, for that Deliverable, to correct the
errors identified in the Notice of Deficiency and resubmit the Rejected Deliverable for Delivery.
5.1.7 Requirements
The Contractor shall create, provide, or deliver the Deliverables defined in Exhibit E, Schedule
of Deliverables, in accordance with the Requirements defined therein.
5.1.8 Acceptance Criteria
The PMO shall inspect each Deliverable submitted for Delivery by the Contractor to ensure that
it conforms in all material aspects to the Acceptance Criteria. Subject to Section 5.2,
Acceptance Criteria, for a given Deliverable contained in Exhibit E, Schedule of Deliverables,
may be modified or augmented by an Accepted Deliverable. In the case where the Acceptance 0
Criteria for a Deliverable are altered by an Accepted Deliverable, the PMO will consider both
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sets of criteria before granting Acceptance.
5.2 Acceptance of Deliverables
If, upon review, the PMO finds a Deliverable to meet both the Acceptance Criteria and any
specifications detailed in a previous Accepted Deliverable (such as a Plan), if appropriate, the
Department will provide to the Contractor a written notification that a Deliverable has been
reviewed and is judged by the PMO to meet the Acceptance Criteria, as modified or augmented
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by other Deliverables ("Acceptance").
Deliverable Acceptance will be determined by the PMO, providing, in the PMO's sole CM
assessment, that the Deliverable meets the Acceptance Criteria, as modified or augmented by
Accepted Deliverable(s). CO
Notwithstanding any provisions to the contrary, written Acceptance of a particular Deliverable
does not foreclose the States' remedies in the event those performance standards that cannot
be readily measured at the time of Delivery are not met.
5.2.1 Documentation Deliverables
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If, during the Review Cycle, and after reviewing the Documentation against the Acceptance
Criteria, the PMO finds the Documentation acceptable, the Department shall provide written
notice of Acceptance of the Documentation to the Contractor by the end of the Review Cycle. E
5.2.2 Electronic File Deliverables
5.2.2.1 If, during the Review Cycle, and after reviewing the Documentation against the U)
Acceptance Criteria, the PMO finds the Documentation acceptable, the PMO
shall grant Interim Acceptance of an Electronic File's design as part of a
Documentation Deliverable by the end of the Review Cycle. Deliverables given
Interim Acceptance status shall not preclude the PMO from later identifying
deficiencies and declining to provide Operational Acceptance.
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5.2.2.2 Upon receipt of Interim Acceptance of an Electronic File Deliverable (and
Acceptance of its parent Documentation Deliverable), the Contractor shall
create the mechanisms to create, transmit, or process the Electronic File
Deliverables according to the description provided in the Accepted
Documentation Deliverable.
5.2.2.3 Upon Delivery of each Electronic File Deliverable, DFS will process the
Electronic File to determine whether the Deliverable meets the Acceptance
Criteria.
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5.2.2.4 Upon completion of its review, DFS, through the PMO, will give the Contractor
the PMO's Operational Acceptance or Rejection of the Electronic File co
Deliverable by the end of the Review Cycle. Deliverables given Operational
Acceptance status shall not preclude the PMO from later identifying deficiencies
and declining to provide Final Acceptance.
5.2.2.5 The PMO will determine Final Acceptance of each Electronic File Deliverable M
when it has been operating in production with all functionality and without any
material deficiency for thirty (30) days of full production, and the Department
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shall provide written notice of the Final Acceptance to the Contractor.
Notwithstanding items described in 5.2.2, Final Acceptance of a particular Electronic File CM
Deliverable does not foreclose the States' remedies in the event that the Electronic File
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Deliverable becomes inoperable or fails to continuously meet its Acceptance Criteria. Each
Electronic File Deliverable's transfer or processing by the Contractor shall be required for
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maintaining Final Acceptance.
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5.2.3 Key Personnel Deliverables
If, during the Review Cycle, and after reviewing the candidate Key Personnel against the
Acceptance Criteria, the PMO finds the candidate Key Personnel acceptable, the PMO shall co
determine Acceptance of the Key Personnel to the Contractor by the end of the Review
Cycle, and the Department shall provide written notice of the Acceptance to the Contractor.
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5.2.4 Service Deliverables
5.2.4.1 If, during the Review Cycle, and after reviewing the appropriate Documentation
against the Acceptance Criteria, the PMO finds the appropriate Documentation
acceptable, the PMO shall grant Interim Acceptance of a Service's
specifications as part of a Documentation Deliverable by the end of the Review
Cycle. Deliverables given Interim Acceptance status shall not preclude the
PMO from later identifying deficiencies and declining to provide Operational
Acceptance.
5.2.4.2 Upon receipt of Interim Acceptance of a Service Deliverable (and Acceptance
of its parent Documentation Deliverable), the Contractor shall create the
mechanisms to provide the Service Deliverable according to the description
provided in the Accepted Documentation Deliverable.
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5.2.4.3 Upon initial Delivery of each Service Deliverable, the PMO will assess the
Service to determine whether the Deliverable meets the Acceptance Criteria.
5.2.4.4 Upon completion of its review, the PMO will give the Contractor the PMO's
Operational Acceptance or Rejection of the Service Deliverable by the end of
the Review Cycle. Deliverables given Operational Acceptance status shall not
preclude the PMO from later identifying deficiencies and declining to provide
Final Acceptance.
5.2.4.5 The PMO will determine Final Acceptance of each Service Deliverable when it co
has been operating in production with all functionality and without any material
deficiency for thirty (30) days of full production, and the Department shall
provide written notice of the Acceptance to the Contractor.
Notwithstanding Section 5.2.4 above, Final Acceptance of a particular Service Deliverable does
not foreclose the State's remedies in the event that the Service Deliverable becomes inoperable
or fails to continuously meet its Acceptance Criteria. Each Service Deliverable's operation and Ln
provision by the Contractor shall be required for maintaining Final Acceptance.
5.3 Refection of DeliverablesCM
If, upon review, the PMO finds that a Deliverable fails to meet both the Acceptance Criteria and co
any modification or augmentation detailed in a previous Accepted Deliverable (such as a Plan),
if appropriate, the Department will provide to the Contractor a written notification that a
Deliverable has been reviewed and is judged by the PMO to fail the Acceptance Criteria, as
modified or augmented by other Deliverables ("Rejection").
5.3.1 Notice of Deficiency
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Following a review with the Contractor and discussion of any concerns, and any applicable
Correction Period, if, at any time during the Contract, the PMO finds that a Deliverable
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submitted for Delivery fails to meet the Acceptance Criteria, the Department may transmit a
Notice of Deficiency to the Contractor stating its rejection of the Deliverable. The Notice of
Deficiency shall identify how the Deliverable fails to meet the Acceptance Criteria, as modified E
or augmented by other Accepted Deliverables and shall provide a timeline for correction.
5.3.2 Documentation Deliverables
If the PMO finds that a Documentation Deliverable submitted for Delivery fails to meet the 3
Acceptance Criteria, the Department shall provide the Contractor a Notice of Deficiency.
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5.3.3 Electronic File Deliverables
5.3.3.1 Before Interim Acceptance
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5.3.3.1.1 If the PMO finds that a Documentation Deliverable containing specifications
for an Electronic File submitted for Delivery fails to meet the Acceptance
Criteria, the Department may provide the Contractor a Notice of Deficiency.
5.3.3.2 After Interim Acceptance, but before Operational Acceptance
5.3.3.2.1 If the PMO finds that an Electronic File submitted for Delivery fails to meet
the Acceptance Criteria, the Department may provide the Contractor a
Notice of Deficiency.
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5.3.3.3 After Operational Acceptance, but before Final Acceptance
5.3.3.3.1 If the PMO finds that an Electronic File transmitted to DFS or processed by co
the Contractor fails to meet the Acceptance Criteria, the Department may
provide the Contractor a Notice of Deficiency.
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5.3.3.4 After Final Acceptance
5.3.3.4.1 If DFS finds that an Electronic File transmitted to DFS or processed by the
Contractor fails to meet the Acceptance Criteria, the Statewide Purchasing
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Card Administrator shall notify the Contractor, in writing, of its rejection of
the Electronic File.
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5.3.3.5 Upon notice from the Statewide Purchasing Card Administrator, the Contractor
shall begin Error Resolution. co
5.3.3.5.1 If, after the completion of Error Resolution, the Electronic File still fails to
meet the Acceptance Criteria, the Department may transmit a Notice of
Deficiency to the Contractor.
5.3.3.5.2 If DFS finds that an Electronic File has not been transmitted to DFS or
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processed by the Contractor, the Department shall notify the Contractor, in
writing, of the Contractor's failure to submit the Electronic File.
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5.3.3.6 Upon notice from the Department, the Contractor shall begin Error Resolution.
5.3.3.7 If, after the completion of Error Resolution, the Electronic File still fails to meet
the Acceptance Criteria, the Department may transmit a Notice of Deficiency to
the Contractor.
5.3.4 Key Personnel U)
This section supplements and does not supplant section 32, Exhibit B, General Contract
Conditions, Form PUR 1000.
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If, at any time during the Contract, the PMO finds that candidate Key Personnel, Key Personnel,
or alternate Key Personnel submitted for Delivery fail to meet the Acceptance Criteria, the
Department shall provide the Contractor a Notice of Deficiency.
5.3.5 Service
If, at any time during the Contract, notwithstanding its Acceptance, either Interim, Operational,
or Final, a Service Deliverable is found to be incomplete, inadequate, or unacceptable, due, in U
whole or in part, to the Contractor's lack of satisfactory performance under the terms of this
Contract, the Department may reject an Accepted Service Deliverable and deliver to the
Contractor a Notice of Deficiency.
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5.4 Correction of Deliverables
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5.4.1 Acknowledgement
The Contractor shall acknowledge, in writing, the receipt of a Notice of Deficiency by close of co
business on the Business Day following the Business Day of receipt.
5.4.2 Remedy of Deficiency
Notwithstanding the confirmation required above, upon receipt of a Notice of Deficiency, the
Contractor shall continue any and all efforts necessary to remedy the identified deficiencies and,
at the Contractor's expense, bring the Deliverable into compliance with the Acceptance Criteria,
as augmented by other Accepted Deliverables, during the Correction Period defined in the
Notice of Deficiency. Ln
5.4.3 Resubmission of Rejected Deliverable
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Upon correction, and before the expiration of the Correction Period, the Contractor shall re-
submit the Deliverable for Delivery. If the Contractor has not re-submitted a Rejected co
Deliverable before the close of business (5:00 PM Eastern Time) on the final Business Day of
the Correction Period defined in the Notice of Deficiency provided to the Contractor with the
Rejection, the Department shall assess liquidated damages against the Contractor in amounts
listed as the Non-Conformance Damages for that Deliverable, with notice to the Contractor.
5.4.4 Repeated Rejection of Deliverable
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If, after two (2) opportunities (the original and a repeat effort in the Correction Periods), the
Contractor is unable to correct all deficiencies in a Rejected Deliverable identified in the Notice
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of Deficiency, or; for each subsequent Delivery of the Rejected Deliverable (the third, and
subsequent, attempts), if the Rejected Deliverable is again Rejected; the Department shall
assess liquidated damages against the Contractor in amounts listed as the Non-Conformance E
Damages for that Deliverable, up to the maximum aggregate annual cap for Deliverables.
5.5 Corrective Action Plan
The Contractor shall, upon acceptance by the PMO of a previously nonconforming Deliverable 3
where a Notice of Deficiency has been issued, prepare at the Contractor's expense and submit
a Corrective Action Plan to the PMO. This plan shall describe steps to be taken by the 2'
Contractor to ensure satisfactory performance of the Rejected Deliverable. This plan shall
include:
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5.5.1 Factors identified by the Contractor as having led to the nonconformance of the
Deliverable;
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5.5.2 List of specific steps taken by the Contractor to mitigate those factors;
5.5.3 List of specific staff responsible for completing the step; and
5.5.4 Date of completion for the described steps.
Review and correction periods specified in Exhibit E, Schedule of Deliverables, for the specific
Deliverable will apply to the delivery and acceptance of this Corrective Action Plan.
Failure by the Contractor to complete activities in Section 5.5 will result in rejection of the
Corrective Action Plan. CO
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6 Contract Records
6.1 Inspection of Records of Work Performed E
The State's authorized representatives shall at all reasonable times have the right to enter the
Contractor's premises, or any other places, where the Services and Solution are being provided
and shall have access, upon request, to interim drafts of Deliverables or work-in-progress. Upon
reasonable notice and during business hours, the State's representatives (including the Auditor
General, DFS, or any governmental representative seeking to inspect the Services and
Solution) shall be allowed to inspect, monitor, or otherwise evaluate records of the work being
performed under this Contract. The Contractor must provide all reasonable facilities and
assistance to such representatives. The Contractor is not obligated to present for inspection or
audit any Eligible User's corporate account data or Transaction-specific data to the extent it is
retained in the Information Warehouse.
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6.2 Retention of Records
The Contractor shall retain records, documents, and files of any type or form that refer or relate
to the Contract for five (5) years after expiration or termination of the Contract. The Contractor B
may meet the State's record retention requirements by transferring its Contract-related records
to the Department after expiration of the Contractor's record retention period, and by destroying
duplicate records that are exempt or confidential in accordance with the requirements of section
119.0701, Florida Statutes. This provision also applies to the books, records, documents, and
papers of any parent, affiliated, or subsidiary organization of the Contractor, or any
Subcontractor of the Contractor performing Services in connection with this Contract.
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6.3 Examination and Retention of Records for Audit Purposes
This provision supplements the record inspection and retention portions of section 18, Exhibit B,
General Contract Conditions, Form PUR 1000. 0.
The Contractor agrees the State shall have access to and the right to examine and copy the
Contractor's books, records, documents, and papers pertinent to the Contractor's compliance
with, and actual performance of, this Contract and to conduct an audit, examination, excerpt, or Ln
transcription, including of its duly authorized representatives.
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The Contractor shall make available to the State, upon request, financial, accounting and any
other specified records pertaining to the Services and Solution to be provided under this CO
Contract any time during the Audit Period. If an audit, litigation, or other action involving the
Contractor's records pertaining to the Services and Solution to be provided under this Contract
is initiated before the end of the Audit Period, the records must be retained until all issues
arising out of the audit, litigation, or other action are resolved or until the end of the Audit Period,
whichever is later.
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At the expiration of the Contract and after all federal and State record retention requirements
have been met, the Contractor shall destroy and render unrecoverable all remaining E
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Department, DFS or OEU information and certify in writing to the Department, DFS or OEU that
these actions have been taken.
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7 Confidentiality
7.1 Confidential Information E
The State and the Contractor each acknowledge that the other possesses and will continue to
possess Confidential Information that has been developed or received by it. Except to the extent
that such records contain trade secret information or are confidential or exempt from the Public
Records Act, all records are subject to disclosure under Chapter 119, Florida Statutes.
The Contractor is responsible for becoming familiar with the Florida Public Records Act with 2M
regard to records associated with the Contract. If a public records request is made to the
Contractor, the Contractor will: immediately notify the Department of such request; process the
request; provide the Department progress status reports; and provide a copy of its intended
redacted version in case there is a public records request. For noncompliance by the
Contractor with section 119.0701, Florida Statutes, or the above requirements regarding M
response to public records requests (collectively Public Records Tasks), the Department may
enforce these provisions. The Contractor is responsible for training its employees regarding the
Florida Public Records Act and the above notice and process requirements. The Department
will consider the Contractor's Contract Manager to be the Contractor's public records contact
person.
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7.2 Protection of Trade Secrets and other Confidential Information
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If the Contractor submits a document containing information which is confidential, proprietary,
trade secret or otherwise not subject to disclosure pursuant to Chapter 119, Florida Statutes,
the Florida Constitution or other authority, the contractor must mark the document as CO
"Unredacted" or"Confidential", and place such information in an encrypted electronic form or a
sealed separate envelope. Digital copies will have highlighted in yellow the specific unredacted
confidential content that is REDACTED from the redacted version of the Confidential
Information. The Contractor shall clearly identify specific sections of the document that are
confidential and identify the reason for each designation. If the State receives a public records
request related to the document, the Contractor shall be notified of the request. Also, if the
Contractor considers any portion of the documents, data or records submitted in reply to thisLn
solicitation to be confidential, trade secret or otherwise not subject to disclosure pursuant to
Chapter 119, Florida Statutes, the Florida Constitution or other authority, the Contractor must cm
also simultaneously provide the State with a separate redacted copy of its document. Any
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responses to Department requests for or questions about security of a proposed technology
system to be used by the Department, or information subject to sections 119.011(14),
119.071(1) (f) and (3), Florida Statutes, must be: (1) REDACTED in the redacted version and
(2) must be maintained in confidence.
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The State and the Contractor will each use at least the same degree of care to prevent
disclosing to third parties the Confidential Information of the other as it employs to avoid CO
unauthorized disclosure, publication, or dissemination of its own Confidential Information of like
character, but in no event less than reasonable care. The Contractor will protect, by password
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and encryption software compatible with the State's, all electronic documents and web-based
information that is confidential and exempt from Florida's Public Records Act. Each party will
limit disclosure of the other party's Confidential Information to employees and Subcontractors E
who must have access thereto in order to fulfill the purposes of this Contract. Disclosure to, and
use by, a Subcontractor is permissible where: '
7.2.1 Use of a Subcontractor is authorized under this Contract, U'
7.2.2 Such disclosure is necessary or otherwise naturally occurs in connection with work
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that is within such Subcontractor's scope of responsibility, and
7.2.3 The Contractor obligates the Subcontractor in a written Contract to the same security
and confidentiality requirements as the Contractor to protect the State's Confidential Information
in confidence. At the State's request, any employee of the Contractor and of any Subcontractor
having access or continued access to the State's Confidential Information may be required to M
execute an acknowledgment that the employee has been advised of the employee's obligation
to protect such Confidential Information from unauthorized use or disclosure.
The Contractor shall not be required to keep Confidential Information that:
7.2.4 is publicly available through no fault of the Contractor,
7.2.5 the Contractor developed independently without relying on the State's Confidential
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Information, or
7.2.6 is otherwise obtainable under State law as a public record. co
7.3 Data Security and Confidentiality
The Contractor will use at least the same degree of care as required b the Payment Card
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Industry (PCI), not inconsistent with standards and practices codified as ISO 27001 and 27002,
to prevent disclosing to third parties the Confidential Information of State of Florida Eligible
Users as it employs to avoid unauthorized disclosure, publication or dissemination of its own
Confidential Information of like character, but in no event less than reasonable care. Ln
7.3.1 The Contractor shall maintain and secure adequate back-up files of all system and
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software documentation utilized to process data submissions. The Contractor shall develop data
security procedures to ensure only authorized access to data submissions and databases by co
personnel for contracted activities. The Contractor shall develop data security procedures to
ensure no unauthorized access to data submissions and databases by other individuals other
than authorized by the Contract or designated representatives of the State. All data security
procedures at a minimum must be in accordance with PCI standards including at rest and
secure transmission encryption.
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7.3.2 The Contractor will only divulge to a third party, including any regulatory agency or
Subcontractor, any Confidential Information obtained by the Contractor or its agents,
distributors, resellers, Subcontractors, officers, or employees as it deems necessary in the
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course of performing Contract work. The Contractor will make the State Data available only to
individuals and entities who are assigned by the Contractor to perform the Services and only to
the extent necessary for those individuals and entities to perform the specific responsibilities E
assigned to them in connection with the Contractor's provision of the Services. All employees,
Subcontractors, or agents performing work under the Contract must comply with applicable '
provisions in Sections 7 and 8 of these Special Contract Conditions and specifically the section
below titled "Payment Card Industry/Data Security Standard Certifications and Requirements".
The Contractor must maintain policies and procedures on who has access to secure data, how
access is controlled, and the daily operation and management of systems consistent with PCard 2'
data management and security standards.
7.3.3 Payment Card Industry/ Data Security Standard ("DSS") Certifications and
Requirements
7.3.3.1 The Contractor shall maintain PCI DSS accreditation and provide Attestation of ems,
Compliance (AOC) or proof thereof on a yearly basis and within sixty days of
issuance.
7.3.3.2 The Contractor will provide options to protect cardholder information in
accordance with PCI standards as follows:
2
7.3.3.2.1 Truncation: the ability to eliminate all digits of a credit card number except
the last 4 digits or the first 2/ last 4 digits;
7.3.3.2.2 Encryption: the ability to transform credit card information, by applying CO
mathematically proven cryptographic methods, into unreadable data unless
explicitly allowed; and
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7.3.3.3 The Contractor shall offer the processes listed above or a functional equivalent
that provides for storing card information that protects cardholder information in
order to diminish the Eligible User's PCI compliance obligations.
7.3.4 Authorization of business third parties to Access State Data Ln
The Department hereby authorizes the Contractor to provide access to business third parties,
and individuals directly or indirectly accessing the State Data on behalf of business third parties, CM
to the State Data and the Contractor represents that such access shall be in accord with the
following: (i) each business third party shall respond affirmatively to nondisclosure requirements CO
protecting the State's Confidential Information as set forth in an Nondisclosure
Acknowledgment; (ii) all business third parties accessing the State Data shall be licensed as
Named Users; (iii) business third parties are expressly limited to screen access to the State
Data; (iv) in no circumstances may business third parties have access to modify State Data; (v) t'
in no circumstances shall business third parties Use the State Data in their operations or
management of the business of such business third parties; and (vi) such use shall not CO
constitute an unauthorized exportation of any Confidential Information under U.S. Government
laws and regulations.
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7.3.5 Breach of Confidential Data
The Contractor shall notify the Department in writing (electronically) within two Business Days of
becoming aware of any breach of Confidential State Data, unauthorized transmission of State E
Data, or any allegation or suspected violation of security procedures of the State. Except as
required by law or legal process and after notice to the State, if legally permissible to provide; or '
as retained by the Contractor for performance of the Contract; the Contractor shall not divulge to
third parties any Confidential Information obtained by the Contractor or its employees,
Subcontractors or agents in the course of performing the services, including, but not limited to,
security procedures, business operations information, or commercial proprietary information in 2M
the possession of the State.
7.3.6 Loss of Data
In the event of loss of any State Data or record where such loss is due to the negligence of the
Contractor or any of its Subcontractors or agents, the Contractor shall notify the State and be
responsible for recreating such lost data in the manner and on the schedule set by DFS at the
Contractor's expense, in addition to any other damages the State may be entitled to by law or
the Contract. Further, failure to maintain security that results in certain data release will subject
the Contractor to sanctions for failure to comply with section 501.171, Florida Statutes, together
with any costs of DFS for such breach of security.
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7.3.7 Data Protection
No State Data or information will be transmitted to, stored in, processed in, or shipped to
offshore or out of the United States of America regardless of method, except as required by law
and as provided below. The Contractor shall encrypt all data transmissions in accordance with CO
PCI Standards. Access to view State Data shall only be available to approved and authorized
Contractor and State staff, including remote personnel, that have a legitimate business need. If
that need changes, then access shall be removed promptly. Remote data access must be
provided via a secure and trusted method such as SSL, TLS, SSH, VPN, IPSec, SFTP or a
comparable protocol approved by the State. Legitimate business needs approved by the M
Department and DFS for remote personnel access are limited to: (a) testing with use of only
fictitious test data and (b) Contract documents and Eligible User Agreements for completeness Ln
reviews.
The Contractor shall be responsible for associated expenses and for damages of any nature to CM
the extent caused by the Contractor or its Subcontractors, or otherwise covered by the CO
Contractor's insurance, including damages of any nature arising out of an Information Security
Event, including, without limitation: (i) damages to the individual Cardholders (i.e. identity theft),
(ii) informing all affected individuals if applicable laws require notification to such individuals, (iii)
reissuance of credit cards to all affected individuals, and (iv) credit monitoring services for one
year for all affected individual. In response to an Information Security Event, the Contractor shall
further provide all notices required by, and otherwise comply with, section 501.171, Florida
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Statutes.
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7.4 Exclusions
Notwithstanding the foregoing, the provisions of this section will not apply to any particular
information which the State or the Contractor can demonstrate:
7.4.1 was, at the time of disclosure, in the public domain; '
7.4.2 after disclosure is published or otherwise becomes part of the public domain through U)
no fault of the receiving party;
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7.4.3 was in the possession of the receiving party at the time of disclosure without an
obligation of confidentiality;
7.4.4 was received after disclosure from a third party who had a lawful right to disclose
such information to it without any obligation to restrict its further disclosure; or
7.4.5 was independently developed by the receiving party without reference to Confidential
Information of the furnishing party.
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Further, the provisions of this section will not apply to any particular Confidential Information to B
the extent the receiving party is required by law to disclose such Confidential Information,
provided that the receiving party:
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7.4.6 promptly provides the furnishing party with notice of the legal request, and
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7.4.7 assists the furnishing party in resisting or limiting the scope of such disclosure as
reasonably requested by the furnishing party. CO
7.5 No Implied Rights
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Nothing contained in this section shall be construed as obligating a party to disclose any
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particular Confidential Information to the other party, or as granting to or conferring on a party,
expressly or impliedly, any right or license to the Confidential Information of the other party. M
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7.6 Remedies Related to Trade Secrets or Other Confidential Information
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7.6.1 Neither the Department nor DFS will provide access to any Confidential Information
of the Contractor, including but not limited to information identified by the Contractor as CM
confidential pursuant to section 812.081, Florida Statues, to any other party without first
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providing notice to the Contractor.
7.6.2 The Contractor shall notify the Department and DFS in writing within a reasonable
timeframe, not to exceed ten Business Days, of receipt of such notice from the Department or
DFS, whether it intends to defend the confidentiality of such public records.
7.6.3 The Contractor shall file an action to prevent disclosure within a reasonable CO
timeframe, not to exceed ten Business Days. If not filed within such time, the Contractor is
deemed to have released the State from liability for disclosure of the applicable public records. E
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7.6.4 No remedy for damages against the State arises from disclosure in the event the
Contractor chooses to not defend the confidentiality. In the event the Contractor chooses to
defend against release of such documents, data or information, and they do not succeed in E
such defense, the Contractor agrees to indemnify the State against any costs resulting from
such order for release of such documents, data or information. '
7.7 Survival
The parties' respective obligations under this section shall survive the termination or expiration
of this Contract. a
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8 Proprietary Rights and Software
8.1 Rights in Data E
The State will be and remain the owner of all data made available by the State to the Contractor
or its agents, Subcontractors, or representatives pursuant to this Contract. The Contractor will
not use the State Data for any purpose other than providing the Services and Solution, nor will
any part of the State Data be disclosed, sold, assigned, leased, or otherwise disposed of to the
general public or to specific third parties or commercially exploited by or on behalf of the
Contractor, nor will any employee of the Contractor other than those on a strictly need to know
basis have access to the State Data. The Contractor will not possess or assert any lien or other
right against the State Data. Without limiting the generality of Section 7, the Contractor shall
only use personally identifiable information as strictly necessary to provide the Services or
Solution and shall disclose such information only to its employees who have a strict need to
know such information. The Contractor shall materially comply at all times with all laws and
regulations applicable to such personally identifiable information.
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8.2 Ownership of Florida Accounting Information Resource (FLAIR)
The State will own all Transaction data and cardholder data transmitted by the Contractor. The
State owns its FLAIR design, including but not limited to file layouts, processing, documentation,
and all components.
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Only the Solution and Solution data that is the proprietary product of the Contractor shall be
owned by the Contractor.
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Title to all property furnished by the State under this Contract shall remain in the State, and the
Contractor shall surrender to the State all property of the State prior to settlement upon
completion, termination, or cancellation, less an archival copy as required by law.
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8.3 Other Proprietary Rights M
The State will be entitled to all intellectual property rights in such works which are developed
specifically for the State, other than modifications to (or derivative works of) the Contractor's Ln
existing materials, know-how, systems, or other work products funded by the Contractor itself.
8.3.1 Intellectual Property Rights: Unless otherwise agreed in writing, CM
8.3.1.1 Intellectual property rights to pre-existing Contractor property will remain with co
the Contractor (or its applicable licensor). The Contractor will, at its cost, obtain
all necessary rights to ensure that the Department, DFS and participating
Eligible Users ("Licensees") receive beneficial use of said property throughout
the Term. In turn, the Licensees agree to abide by all applicable third party
licensing restrictions (including use restrictions) relative to such property that
are disclosed to and accepted by the Department or DFS in writing, co
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8.3.1.2 Intellectual Property Rights: Any development work or Developed Material on
the Contractor's systems will be retained and owned by the Contractor and any
development work or Developed Material on a State system such as FLAIR will E
be retained and owned by the State or the agency that owns such systems.
8.3.2 The Contractor hereby grants the Licensees a non-exclusive, revocable, non-
transferable license to use the software and the User Documentation subject to the terms of this
Contract. Each license is granted solely for use in object code form only in connection with one
or more Services. Licensees may use the software only in accordance with the applicable User
Documentation subject to the Special Contract Conditions. Any technical documentation
provided as part of an Implementation Plan shall be subject to the approval of the Department
with acceptance of an Implementation Plan, and shall be subject to the requirements identified
in the Contract and Exhibit D, Statement of Work.
8.3.2.1 No clauses in the Contractor's documentation shall have the effect of modifying
the rights and duties of the parties as stated in the Contract and Exhibit D,
Statement of Work.
8.3.2.2 The Contractor shall not add out of scope duties or other responsibilities by
asserting documentation adds such duties if not described in Exhibit D,
Statement of Work, or explicitly required by applicable law, and no Contractor
documentation that is referenced but not attached to the Contract will apply
unless agreed to in the final Contract or a final Implementation Plan.
8.3.2.3 There are no deemed warranties nor agreements based on use nor based on CO
any click-wraps or other terms accompanying, incorporated by, or affixed to a
product or service; nor may Contract provisions be unilaterally modified. There
is no deemed acceptance of Deliverables. Definitions in the Contract shall
supersede conflicting definitions in all other documents.
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8.3.2.4 The Contractor is obligated to provide Licensees only with those updates,
upgrades or new releases of software which the Contractor makes available to Ln
the Contractor's other customers who license the same software.
8.3.2.5 Licensees may not alter, repair, modify, or adapt any Materials, including but Ln
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not limited to, translating, reverse engineering, decompiling, disassembling or
creating derivative works from it. CO
8.3.2.6 Software problems. The Eligible User will inform the Contractor of all errors,
difficulties or other problems with the software of which the Eligible User
becomes aware. The Contractor will make all reasonable efforts to promptly fix
or promptly provide workarounds for any material errors reported to the
Contractor. The Contractor may request the Eligible User's reasonable
cooperation in resolving any such errors, difficulties or other problems by CO
providing the Contractor an overview of input, output and all other data it may
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reasonably request in order to reproduce operating conditions similar to those
present when such errors, difficulties or other problems were discovered.
8.4 Continuity of Services and Solution relating to FLAIR Data Integration and
Transition
8.4.1 The Contractor shall ensure continuity of the Services and Solution to be provided 3
under this Contract from the date of Contract execution through implementation of the FLAIR
Data Integration Plan, as described in section 11, Exhibit D, Statement of Work. a
8.4.2 The Contractor shall ensure continuity of the Services and Solution to be provided
under this Contract through completion of the transition from FLAIR to the State's successor
accounting and cash management system, as described in section 11, Exhibit D, Statement of
Work.
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8.4.3 Delivery of and compensation for the FLAIR Data Validation and Payment
Settlement Error Files shall be as stated in Section 11.8, Exhibit D, Statement of Work.
8.4.4 Title to the State's successor accounting and cash management system shall reside
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with the State.
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8.5 State Property
All Deliverables (excluding pre-existing software provided by the Contractor) shall become and
remain the Department's property upon receipt and acceptance. As between the parties, data
provided to the Contractor by the Licensees (State Data as defined in Exhibit A, Definitions) will CO
be and remain the property of the respective Licensee regardless of whether the Contractor or
the Licensee is in possession or control of the State Data. The State Data and Shared Data will
be made available to the Department or DFS, upon its request, in the form and format
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reasonably requested by the Department. The Contractor and its representatives will not sell,
assign, lease, or otherwise dispose of any the State Data to third parties or commercially exploit ems,
the State Data other than for the benefit of the Department, DFS and participating Eligible Users
as authorized by the Contract or national card network rules, nor will any employee of the Ln
Contractor other than those on a strictly need to know basis have access to the State's data.
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9 Insurance Requirements
Providing and maintaining adequate insurance coverage is a material obligation of the
Contractor. During the Contract term, the Contractor will either provide commercial insurance of
such a type and with such limits as may be reasonably associated with the Contract at its sole
expense; or will provide that same coverage through a program of self-insurance.
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The Contractor shall obtain and maintain Commercial General Liability insurance, or a program
of self-insurance, including products and completed operations, for the entire length of the
Contract. This insurance will provide coverage for all claims that may arise from the operations
completed under this Contract. Such insurance shall include the State of Florida as an
Additional Insured for the entire length of the Contract.
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The insurers selected by the Contractor shall have an A.M. Best rating of A- Class VI I, or as
otherwise approved in writing by the Department, or better or, if such ratings are no longer
available, with a comparable rating from a recognized insurance rating agency, and shall be
qualified and doing business in Florida. The State of Florida is exempt from and in no way liable
for any sums of money which may represent a deductible in any insurance policy. The payment B
of such deductible shall be the sole responsibility of the Contractor.
The Contractor will provide to the Department a Certificate of Insurance annually and on
request. In the event of self-insurance, a letter of self-insurance will be provided to the
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Department annually and on request. The letter of self-insurance shall specify the types, limits,
and effective dates of coverage.
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For this Contract, the minimum limits of coverage whether provided by commercial insurance or
a program of self-insurance maintained by the Contractor shall be:
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Liability Insurance
Minimum Limits, which may be met through any combination of primary and excess liability
policies:
$5,000,000 Each Occurrence
$5,000,000 Aggregate Ln
Errors and Omissions Insurance Ln
Minimum Limits: cm
$2,000,000 Each Occurrence co
$2,000,000 Aggregate
Worker's Compensation: When required by Florida law, the Contractor shall obtain and
maintain, during the life of this Contract, minimal employer's liability Worker's Compensation
Insurance. For all of its employees working in connection with this Contract, the amount of
coverage shall be:
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Minimum Employer's Liability Limits:
$100,000 each accident E
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$500,000 policy limit
$100,000 each employee
Fidelity Employee Insurance and Computer Crime Insurance: providing coverage for loss
arising from fraudulent and dishonest acts of employees and agents performing services under
the Contract, as well as loss, from a variety of other crimes including theft and fraud.
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Primary limit:
$15,000,000
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Umbrella Liability Insurance
Minimum amount:
$15,000,000 per occurrence 0
9.1 Other Insurance Requirements
The Contractor will be responsible for all deductibles and retentions with regard to the above-
described insurance. Each such policy will include provisions generally considered standard,
which comply with the above requirements. Notwithstanding the termination of this Contract,
any claims-made policy will allow for reporting of claims until the applicable limitation of actions
period has expired.
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The obligation to maintain insurance will not act as a limitation on any other liability or obligation
which the Contractor would otherwise have under the Contract.
9.2 Subcontractors
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Except where the State has approved in writing a Contractor's subcontract with other insurance
provisions, the Contractor shall require all of its Subcontractors hereunder to purchase and
maintain the insurance coverage described in Section 9 in connection with the performance of
work by such Subcontractors. 0.
9.3 Certificates of Insurance and Other RequirementsCL
9.3.1 Within thirty (30) days after the date of execution of this Contract, the Contractor Ln
shall furnish the State with certificate(s) of insurance verifying insurance coverage or providing
satisfactory evidence of self-insurance as required above (the "Certificates"). The Contract cm
number must be shown on each Certificate. The Certificates shall provide that the State shall be
given at least thirty (30) days' prior written notice (bearing the Contract number) of termination, co
non-renewal, or reduction in limit or in scope of coverage of such policies.
9.3.2 Within thirty (30) days following the execution of this Contract, and every year
thereafter, the Contractor shall provide evidence that the State and its agents, officers and
employees are additional insured under each applicable policy. The Contractor shall maintain all
required insurance coverage throughout the term of the Contract and any extensions thereto. co
The minimum limits of coverage specified above are not intended, and shall not be construed to
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limit any liability or indemnity of the Contractor under this Contract to any indemnified party or
other persons. The Contractor is responsible for all deductibles with regard to such insurance.
9.3.3 The Contractor shall have the right to assume in whole or in part, through a program
of self-insurance, any and all risks otherwise required by the Contract to be insured against.
9.3.4 The ultimate parent corporation for the Contractor and its affiliates makes all required U)
disclosures in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are
updated in Reports on Form 8-K, all of which are filed with the Securities and Exchange
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Commission.
Those Reports include disclosures of material litigation, investigations and other
matters as required by federal law and are publicly available ("Proceeding"). In the event that
an such Proceeding disclosed b the Contractor, or of which the Department or an Eligible
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User otherwise becomes aware, during the term of this Contract, would cause a reasonable
party to be concerned about the ability of the Contractor (or a Subcontractor hereunder) to
continue to perform this Contract in accordance with its terms and conditions, or whether the
Contractor (or a Subcontractor hereunder) in performing Services for the State is engaged in
conduct which is similar in nature to conduct alleged in such proceeding, which conduct would
constitute a breach of this Contract or a violation of Florida law, regulations or public policy, then
the Contractor shall be required to provide the Department all reasonable assurances requested
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by the Department to demonstrate that the Contractor or its Subcontractors hereunder will be
able to continue to perform this Contract in accordance with its terms and conditions.
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10Indemnity
10.1 Patent/Copyright Infringement Indemnity E
This section modifies and supersedes paragraphs 2 and 3, section 19, Exhibit B, General
Contract Conditions, Form PUR 1000.
10.1.1 The Contractor shall fully indemnify, defend, and hold harmless the State from any 3
suits, actions, damages, and costs of every name and description, including attorneys' fees,
arising from or relating to violation or infringement of a trademark copyright, patent, trade secret, a
or intellectual property right.
10.1.2 If and to the extent the Contractor's system or software becomes the subject of an
infringement suit brought by a third party, or in the Contractor's sole opinion is reasonably
anticipated to become the subject of such a suit, then the Contractor may, at its sole discretion,
election and expense procure for the State the right to continue using the Contractor's system or
software or to modify it to become non-infringing. If, in the Contractor's sole opinion, it is not
reasonably able to modify or otherwise secure the Services, then the Contractor shall substitute
for the State a non-infringing system or software. The State shall not be liable for any payment B
of any royalties to a third party with respect to the Contractor's substitute system or software.
10.1.3 The foregoing obligation(s) shall not apply to any misuse of the Contractor's system
or software by the State.
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10.1.4 The Contractor's obligations under the preceding paragraph(s) and Section 10.2 with
respect to any legal action are contingent upon the State giving the Contractor (1) written notice co
of any action or threatened action, (2) the opportunity to take over and settle or defend any such
action at the Contractor's sole expense, and (3) assistance in defending the action at the
Contractor's sole expense.
10.1.5 THE PROVISIONS OF THIS SECTION ARE THE SOLE, EXCLUSIVE, AND M
ENTIRE LIABILITY OF THE CONTRACTOR, AND ARE THE STATE'S SOLE REMEDY WITH
RESPECT TO THE INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY Ln
RIGHTS. THIS SECTION DOES NOT OVERRIDE ANY OTHER WARRANTIES OR
INDEMNIFICATION CONTAINED IN THE CONTRACT.
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10.2 Other Indemnities 00
This section supplements paragraph 1, section 19, Exhibit B, General Contract Conditions,
Form PUR 1000.
10.2.1 The Contractor shall do nothing to prejudice the State's right to recover against third
parties for any loss, destruction of, or damage to State property, and upon the request of the
Contract Manager shall, at the Contractor's expense, furnish to the State all reasonable
assistance and cooperation. co
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10.2.2 The indemnification obligation under this section shall not be limited in any way by
any limitation on the amount or type of damages, compensation, or benefits payable by or for
the Contractor or any Subcontractor under Workers' Compensation acts, disability benefit acts, E
or other employee benefit acts for any claim against the State or any of its agents or employees
by any employee of the Contractor, any Subcontractor, anyone directly or indirectly employed '
by any of them or anyone for whose acts any of them may be liable.
10.2.3 Except as otherwise required in these Special Contract Conditions, the Contractor
shall be fully liable for the actions of its agents, employees, partners, or Subcontractors and
shall fully indemnify, defend, and hold harmless the State and Eligible Users, and their officers,
agents, and employees, from suits, actions, actual damages, and costs of every name and
description arising from or relating to:
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10.2.3.1 Any claim that, if true, would arise from or be attributable to fraud, theft, or
embezzlement by the Contractor (or any entity or person for which the ems,
Contractor is responsible);
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10.2.3.2 Any claim that, if true, would arise from or be attributable to an intentional tort,
willful misconduct (including intentional breach of contract), unlawful conduct, or
gross negligence of the Contractor (or any entity or person for which the
Contractor is responsible); or
10.2.3.3 Any and all costs, claims, demands, actual damages, losses, and liabilities
arising from or in any way related to the Contractor's breach of data security or
the negligent acts or omissions of the Contractor related to data protection. CO
Provided, however, that the Contractor shall not indemnify for that portion of any loss or
damages proximately caused by the negligent act or omission of the State or an Eligible User.
10.2.4 Except as otherwise provided by law, the parties agree to be responsible for their
own attorney fees incurred in connection with disputes arising under the terms of this Contract. a.
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10.3 Indemnification Procedures
The procedures set forth below shall apply to all indemnity obligations under this Contract.
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10.3.1 After receipt by the State of notice of the action or proceeding involving a claim for
which it will seek indemnification, the State shall notify the Contractor of such claim in writing CO
and take or assist the Contractor in taking, as the case may be, any reasonable action to avoid
the imposition of a default judgment against the Contractor. Failure to so notify the Contractor
shall not relieve the Contractor of its indemnification obligations. Within ten days following
receipt of written notice from the State relating to any claim, the Contractor shall notify the State
in writing whether the Contractor agrees to assume control of the defense and settlement of that
claim (a "Notice of Election"). After notifying the Contractor of a claim and prior to the CO
Department's and DFS's receiving the Contractor's Notice of Election, the State shall be entitled
to defend against the claim at the Contractor's expense, and the Contractor will be responsible
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for any reasonable costs incurred by the State in defending against the claim during such
period.
10.3.2 If the Contractor delivers a Notice of Election relating to any claim:
10.3.2.1 The State shall be entitled to participate in the defense of such claim and to
employ counsel at its own expense to assist in the handling of such claim and U)
to monitor and advise the State about the status and progress of the defense;
10.3.2.2 The Contractor shall periodically advise the State about the status and progress 2M
of the defense and, for any claim that would impact the State's rebate, shall
obtain the prior written approval of the State before entering into any settlement
of such claim or ceasing to defend against such claim, which approval shall not
be unreasonably withheld; and
10.3.2.3 To the extent that any principles of Florida governmental or public law may be
involved or challenged, the State shall have the right, at its own expense, to
control the defense of that portion of such claim involving the principles of
Florida governmental or public law. Any litigation activity on behalf of the State,
or any of its subdivisions pursuant to this section, must be coordinated with the
State.
10.3.3 If the Contractor does not deliver a Notice of Election relating to any claim of which it
is notified by the State as provided above, the State shall have the right to defend the claim in
such manner as it may deem appropriate at the cost and expense of the Contractor. If it is CO
determined that the claim was one against which the Contractor was required to indemnify the
State, upon request of the State, the Contractor shall promptly reimburse the State for all such
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reasonable costs and expenses.
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10.4 Sovereign Immunity M
The State will not, and does not, indemnify the Contractor. Any provision, implication or
suggestion to the contrary is null and void. Nothing herein shall be construed as waiving the
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sovereign immunity of the State.
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11 Financial Consequences for Nonperformance and Force Majeure
11 .1 Liquidated Damages
The parties acknowledge that time is of the essence with regard to each and every obligation of
the Contractor contained in the Contract. The parties further acknowledge that late or
insufficient delivery of the Services, Solution, or Program by the Contractor will interfere with the
timely and proper operations of the State's Purchasing Card Program to the loss and damage of
the State, and that it would be impracticable and extremely difficult to fix the actual damage
sustained by the State as a result of any such delay, defect, or harm caused by the situation
described.
The Contractor and the State agree that in the case of any of the situations outlined in this
section, the Contractor shall pay the State liquidated damages as specified in this section or
Exhibit E, Schedule of Deliverables, as indicated, up to the maximum aggregate annual cap for M
Deliverables with financial consequences as detailed in Special Contract Conditions, Section
5.1.5. Any payments due to the State for liquidated damages will be invoiced and paid with the
next scheduled rebate payment.
The amounts specified in this section are not intended to be a penalty and the amount(s) listed
are fair and reasonable to compensate the State for the Contractor's delays or non-
performance. These specified liquidated damages do not prevent the State seeking contract
damages for breaches for which liquidated damages are not specified in this Contract. For
amounts due the State as liquidated damages, the State may bill the Contractor.
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Notwithstanding the assessments listed in this section, the Contractor shall continue any and all
efforts necessary to remedy the deficiencies identified in a Notice of Deficiency and, at the
Contractor's expense, bring the Deliverable into compliance with the Acceptance Criteria, as
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augmented by other Accepted Deliverable.
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Corrective action is a financial consequence requiring tasks by the Contractor to remediate a
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deficient Deliverable. The burden and the cost of developing a Corrective Action Plan and
implementing a corrective action is the responsibility of the Contractor who must obtain PMO
approval before implementing. CM
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11 .3 Force Maieure Events
All provisions of section 24, Exhibit B, General Contract Conditions, Form PUR 1000 apply,
except to the extent they conflict with this section.
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Neither party will be liable for any default or delay in the performance of its obligations under
this Contract to the extent such default or delay is caused by fire, flood, earthquake, elements of
nature, or acts of God; riots, civil disorders, rebellions or revolutions in the United States; CO
injunctions (provided the injunction was not issued as a result of any fault or negligence nor
avoidable by reasonable precaution of the party seeking to have its default or delay excused); or
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any other cause beyond the reasonable control of such party ("Force Majeure Events");
provided the non-performing party and its Subcontractors are without fault in causing such
default or delay, and such default or delay could not have been prevented by reasonable E
precautions and cannot reasonably be circumvented by the non-performing party through the
use of alternate sources, workaround plans or other means, including disaster recovery plans. '
Performance times shall be considered extended for a period of time equivalent to the time lost
because of any such delay, provided that in the event the Contractor is delayed in its
performance by reason of such cause, no such extension shall be made unless notice thereof is
presented by the Contractor to the State in writing within 24 hours after the start of the 2M
occurrence of such delay, giving the reason of such delay. The Contractor shall use
commercially reasonable efforts to avoid or minimize any delays in performance of its
obligations during such period of delay and will promptly notify the State of its abatement or
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cessation.
11 .4 Limitation and Liability
The limitation of liability provisions of paragraph 1, section 20, Exhibit B, General Contract
Conditions, Form PUR 1000 apply to the Contract, with the following clarifications:
notwithstanding any provisions to the contrary, the Contractor shall reimburse any actual costs
to the State for a loss due to fraud committed by the employees or Subcontractors of the
Contractor.
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12 Termination
The State may terminate this Contract without further liability or penalty to the State, its
divisions, agencies, offices, commissions, officers, agents, and employees for any of the
following reasons:
12.1 Termination for Cause U)
In the event that the Contractor breaches any of its material duties or obligations under this
Contract, which are either not capable of or subject to being cured, or are not cured within the
time period specified in the written notice of breach provided by the Department or pose a
serious and imminent threat to the health and safety of any person, or the imminent loss,
damage or destruction of any real or tangible personal property, the Department may,
according to Rule 60A-1.006, Florida Administrative Code, terminate this Contract in whole or in
part, for cause, as of the date specified in the notice of termination.
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12.2 Events of Default for the Contractor:
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Provided such failure is not the fault of the Department or outside the reasonable control of the
Contractor, the following events, acts, or omissions, shall include but are not limited to, breach
of material duties and events of default:
12.2.1 Failure to pay any and all entities, individuals, and the like furnishing labor or
materials, or failure to make payment to any other entities as required herein in connection with
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the Contract;
12.2.2 Failure to complete and maintain, within the timeframes specified between the co
Department and the Contractor, the implementation, ongoing performance, maintenance, and
provision of Services;
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12.2.3 Failure to timely deliver a Deliverable, discontinuance of the performance of the
work, failure to resume work that has been discontinued within a reasonable time after notice to
do so, or abandonment of the Contract;
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12.2.4 Failure to abide by any statutory, regulatory, or licensing requirement;
12.2.5 One or more of the following circumstances, uncorrected for more than thirty (30) CM
days unless within the specified thirty (30) day period, the Contractor (including its receiver or
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trustee in bankruptcy) provides to the Department adequate assurances, reasonably acceptable
to the Department, of its continuing ability and willingness to fulfill its obligations under the
Contract:
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12.2.5.1 Entry of an order for relief under Title 11 of the United States Code;
12.2.5.2 The making by the Contractor of a general assignment for the benefit of
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creditors;
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12.2.5.3 The appointment of a general receiver or trustee in bankruptcy of the
Contractor's business or property; or
12.2.5.4 An action by the Contractor under any state insolvency or similar law for the
purpose of its bankruptcy, reorganization, or liquidation.
12.2.6 Entry of an order revoking the certificate of authority granted to the Contractor by the U)
State of Florida or other licensing authority;
12.2.7 The Contractor makes or has made an intentional material misrepresentation or 2M
engages in intentional torts, willful misconduct (including intentional breach of contract), unlawful
conduct or gross negligence in relation to the contract, or fails to maintain the required
insurance; or
12.2.8 The Contractor is sold offshore, meaning the transfer or sale of more than 49.9% of
its equity shareholder interests or sale of substantially all of its assets, to a corporation or other
entity owned by more than 49.9% of its equity shareholder interests outside the United States
("Offshore").
12.3 Termination for Other Than Cause CL
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12.3.1 Either party may, terminate the Contract at any time by giving twelve (12) months
written notice to the other party.
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12.3.2 Notwithstanding anything to the contrary, in the event that the Contractor becomes
subject to new federal, State of Florida or card network rules or regulations that significantly co
reduce revenue, the rebate payment structure may be subject to renegotiation. A request for
renegotiation shall be made in writing, citing the new rules or regulations and the related impact
sufficient to allow the State to make an informed decision. The State will review and respond to
the request for renegotiation within fifteen Business Days of receipt of said notice.
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12.3.3 Both parties agree to negotiate in good faith and within a forty-five (45) Business Day
timeframe following the State's response. In the event that both parties are unable to come to a Ln
mutually agreeable provision, the Contractor will have the right to reduce rebate payments on all
future transaction volume as of the effective date of the rule or regulation and commensurate Ln
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with the changes impacting the Contractor until 1) an agreement is reached between the parties
or 2) either party provides its notice of termination. Any interim rebate reduction realized by the co
Contractor from the applicable change shall not exceed the revenue reduction to the Contractor.
12.4 State Funding Obligation
State Agencies' performance and obligation to settle purchasing card charges incurred under
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this Contract is contingent upon an annual appropriation by the Legislature, and subject to the
provisions of the Proviso requirements of Legislative appropriations. The Contractor co
acknowledges and agrees that all funds for payments after the end of the current fiscal year are
subject to the availability of a legislative appropriation for the purpose of this Contract. E
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12.5 Criminal Conviction
The State may terminate this Contract immediately and without further liability or penalty in the
event the Contractor, an officer of the Contractor, or an owner of a 25% or greater share of the
Contractor is convicted of a criminal offense incident in the application for, or performance of, a
State of Florida, public or private contract or subcontract; convicted of a criminal offense,
including any of the following: embezzlement, theft, forgery, bribery, falsification or destruction
of records, receiving stolen property, attempting to influence a public employee to breach the
ethical conduct standards for State of Florida employees; convicted under Florida or federal
antitrust statutes; or convicted of any other criminal offense which in the sole discretion of State
reflects upon the Contractor's business integrity.
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12.6 Rights and Obligations upon Termination
If this Contract is terminated by the State for any reason, the Contractor shall:
12.6.1 stop all work as specified in the notice of termination,
12.6.2 take any action that may be necessary, or that the State may direct, for preservation
and completion of Deliverables identified in the Transition Plan or other property derived or
resulting from this Contract that may be in the Contractor's possession,
12.6.3 return all materials and property provided directly or indirectly to the Contractor by
any entity, agent, or employee of the State, less an archival copy as required by law, and
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12.6.4 transfer title in, and deliver to, the State, unless otherwise directed, all Deliverables
and other Developed Materials resulting from the Contract (which shall be provided to the State CO
on an "As-Is" basis).
In the event the State terminates this Contract for its own convenience, all completed or partially
completed Deliverables prepared by the Contractor pursuant to this Contract shall, at the option
of the State, become the State's property. Regardless of the basis for the termination, the State
is not obligated to pay, or otherwise compensate, the Contractor for any lost expected future
profits, costs or expenses incurred with respect to Services not actually performed for the State. Ln
Upon a good faith termination, the State shall have the right to assume, at its option, any and all
subcontracts and agreements for services and materials provided under this Contract cm
specifically retained for this Contract or critical to the uninterrupted function of the Program and CO
may further pursue completion of the Services and Solution under this Contract by replacement
Contract or otherwise as the State may in its sole judgment deem expedient.
12.7 Reservation of Rights
Any termination of this Contract or any Deliverable under Exhibit D, Statement of Work issued
under it by a party shall be with full reservation of, and without prejudice to, any rights or
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remedies otherwise available to such party with respect to any claims arising prior to or as a
result of such termination.
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12.8 Remedies for Contractor Default
The State is entitled to one or all of the following remedies in the event of Contractor default:
12.8.1 Equitable relief;
12.8.2 Damages for non-performance or breach of contract as described in Section 12.2
above; or U)
12.8.3 Termination of contract upon notice of intent to terminate in whole or in part with
respect with participating agencies individually affected by an event of default.
12.9 Remedies for State Failure to Perform
The Contractor may not terminate for non-performance but upon notice to the Department's and
DFS's obligations of the Contractor may be excused to the extent the State's failure to perform
prevents Contractor performance and the Contractor uses commercially reasonable efforts to
perform notwithstanding such failure.
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12.10 Contractor Rights of Termination
In its role as Contract Manager, the PMO's material delay or failure to perform will not constitute
grounds for termination. However, the Contractor may obtain a schedule delay in accordance
with the force majeure provisions of Exhibit B, General Contract Conditions, Form PUR 1000.
Eligible User contract termination rights of the Contractor are described in Exhibit F, Eligible
User Agreement.
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13 Financial
13.1 Assumption of Cost and Limitation of Fees E
The Contractor shall incur all costs associated with the Services, Solution, and Program detailed
in the Contract. Except as otherwise agreed, in writing, by the parties, neither the Department
nor DFS assume liability for any costs incurred by the Contractor in providing the Services,
Solution, and Program detailed in the Contract.
The Contractor shall not assess any fees or charges for the Services, Solution and Program 2M
detailed in the Contract to the Department, DFS or the Eligible Users except as provided for in
Section 13.3.
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13.2 Limitation of Liability
The Contractor is obligated to address any cost-related issue with the State. The total liability of
the State under this Contract is limited by the terms and conditions of this Contract.
13.3 Settlement of Charges
The settlement for all individual Merchant charges is solely the responsibility of the Eligible User
that incurred the charge. The State will be responsible for payment and settlement of all posted
Transactions that have not been disputed, reported as fraudulent or reported as employee
misuse.
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13.3.1 Agency
DFS performs the administrative role of processing the settlement of Merchant charges co
(Transactions) using FLAIR for Agency Eligible Users. Agency Eligible Users shall inspect,
approve, or dispute individual Transactions using the Solution prior to the Transactions being
delivered from the Contractor to DFS via the Payment Settlement File. Upon DFS's inspection
and acceptance of each Payment Settlement File, any payments, disputes, or interest for
individual Merchant charges are processed in accordance with section 215.422, Florida
Statutes.
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13.3.2 OEU
OEUs shall inspect, approve, or dispute individual Transactions using the Solution prior to the
Transactions being delivered from the Contractor to the OEU. Upon the OEU's inspection and cm
acceptance of each Transaction, any payments, disputes, or interest for individual Merchantco
charges are processed in accordance with the laws and rules governing each OEU.
13.3.3 Review of Statements
On Eligible User's receipt of a Billing Statement or at the end of the monthly billing cycle in
which the charge occurred, the Eligible User must review it and notify the Contractor by
telephone (using the appropriate telephone number set out in the Billing Statement), electronic
mail, or other method that may be agreed upon by the parties of any Transaction appearing on co
that statement or that billing cycle which the Eligible User considers may have resulted from any
Unauthorized Use. The Eligible User must give this notice as soon as reasonable but in any
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event not later than sixty days after the Eligible User receives the Billing Statement or after the
end of the monthly billing cycle in which the charge occurred.
13.3.4 Transactions outside normal processing hours
If the Contractor receives any payment from the Eligible User or a Cardholder in respect of any
statement or billing cycle amount outside the Contractor's normal processing hours to which that
payment relates, that payment shall be deemed to have been received by the Contractor on the 3
next Business Day. 2
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13.3.5 Credit Balances not permitted on a Card Account
The Eligible User is not permitted to have a credit balance on any Card Account. If any such
credit balance arises (for example, by a refund), then the Contractor may retain the credit
balance in or towards prepayment of any amount the Eligible User owes the Contractor in the
future under the Contract, or if the amount of the credit balance is material the Contractor may,
at the Contractor's option, pay it to the Eligible User using any method mutually agreed upon
between the Eligible User and the Contractor. The Eligible User also may request that the
Contractor refund such credit balances to the Eligible User.
13.4 Disputed Transactions
13.4.1 Agency
The Contractor shall not hold the State responsible for payments against an individual
transaction while that transaction resides in an unresolved `disputed' status. If an Agency's 0
authorized Cardholder is determined, by means of the Disputed Transaction Procedures 2
method, to be responsible for the disputed charges, the Agency shall pay for the goods and CO
services received.
13.4.1.1 The Contractor shall assist the Agency in retrieving copies of any individual
transaction receipts or disputed transaction receipts. The Contractor will provide
the copy of the receipt, as obtained.
13.4.1.2 The Contractor shall have internal controls in place to identify Unauthorized Ln
Use Transactions made by any Agency Card Account and have the ability to,
and shall, as directed by the Purchasing Card Administrator, provide responses
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with corrective actions to the Purchasing Card upon identification of such
activity. CO
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13.4.2 OEU
The Contractor shall not hold an OEU responsible for payments against an individual
transaction while that transaction resides in an unresolved `disputed' status. If an OEU's 0
authorized Cardholder is determined, by means of the Disputed Transaction Procedures, to be
to be responsible for the disputed charges, the OEU shall pay for goods and services received.
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13.5 Account Delinquency
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13.5.1 Agency
The Contractor shall be responsible for notifying the Statewide Purchasing Card Administrator,
in a mutually agreed upon method, when the Contractor believes that an Agency's payment is in E
arrears. The Contractor shall provide DFS with the information necessary to perform a review of
the Agency's Corporate Account. '
13.5.2 OEU 3
The Contractor shall be responsible for notifying an OEU's Purchasing Card Administrator, in
writing, when the Contractor believes that an OEU's payment is in arrears. The Contractor shall
provide the OEU with the information necessary to perform a review of the Corporate Account.
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14 Representations and Warranties
14.1 Contractor's Representations and Warranties E
The Contractor represents and warrants to the State as follows:
14.1.1 All components of the applications will be compatible and will properly transmit in
proper format. U'
14.1.2 The Services will be fit for the business purposes described in the Contract and
Exhibit D, Statement of Work.
14.1.3 The Contractor will perform all of the Services in accordance with generally accepted
professional standards in the industry. The Contractor will use adequate numbers of qualified
individuals with suitable training, education, experience, and skill to perform the Services in a
manner commensurate with the requirements of this Contract.
14.1.4 The Contractor has all of the rights necessary, or ensures that its partner software
contractors or other third parties involved in the creation of Deliverables have the ownership
rights or licensed use, as applicable, of any and all software or interests that are critical to
delivery of the Services. The Contractor will monitor and confirm that there are no gaps in the
maintenance of the Contractor's system(s) sufficient to provide the Services.
14.1.5 The Contractor will perform the Services as specified in Section 2.5, Compliance with
Laws. The Contractor will be responsible for obtaining and maintaining at its expense any
business licenses or permits required in the operation of its business and performance of the CO
Services.
14.1.6 The Contractor represents and warrants that the signatory below has the power and
authority necessary to enter into this Contract on behalf of the Contractor and the Contractor
has the power and authority to perform fully and completely its obligations under this Contract.
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14.1.7 Electronic Accessibility. Section 508 of the Rehabilitation Act Amendments, 29 USC
Sec. 794, compliance information on the supplies and services in this Contract are available on Ln
a website indicated by the Contractor or final Contract. The Electronic and Information
Technology standard can be found at: http://www.section508.�ov/. CM
14.2 State Warranty and Covenant 00
The State represents and warrants to the Contractor as follows:
14.2.1 In the event the Contractor is required to use or modify any State-licensed third party
software in the course of performing the Services, the State warrants and covenants that it will
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acquire or has acquired the necessary approvals and license rights for the Contractor to perform
such Services.
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14.2.2 Information provided by the State online as to the State's financial condition is
generally accurate and sufficiently complete to give the Contractor accurate knowledge of the
State's financial condition. E
14.3 Disclaimer
THE FOREGOING EXPRESS WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES
AND EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR 3
IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR .
PURPOSE.
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15 Exit Transition Services
If at any time the Contract is canceled, terminated, or has expired, or a contract is subsequently
executed with a firm other than the Contractor, the Contractor has the affirmative obligation to
assist in the smooth transition of Contract services to the subsequent contractor. The Contractor
agrees to provide, for up to six (6) months after termination or until the subsequent provider is
fully operational, whichever occurs first, all reasonable termination assistance requested by the
Department to facilitate the orderly transfer of such services to the Department or its designees.
At a minimum, the Contractor agrees to provide to the Department data definitions, table
structure, State Data and Shared Data under its control, allowing the Department a smooth
transition to in-house or substituting for vendor implementation of similar functionality to that
provided by the Contractor. Such termination assistance shall be at no additional charge to the
Department if the termination is due to the Contractor default and, if associated with technology
services, shall not exceed the Contractor's current maintenance rates for such services. Such
termination assistance will be deemed by the parties to be governed by the terms and
conditions of this Contract (notwithstanding its termination) other than any terms or conditions
that do not reasonably apply to such termination assistance.
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16 Survival
The respective obligations of the parties, which by their nature would continue beyond the
termination or expiration of this Contract, including without limitation, the obligations regarding
exit transition processing and settlement of card transactions, confidentiality, proprietary
interests, data security obligations, data access, indemnification, limitations of liability,
insurance and endorsements and references shall survive termination, cancellation or expiration 3
of this Contract. 2
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17 Dispute Resolution and Governing Law
This section modifies and supersedes section 31 Exhibit B, General Contract Conditions, Form
PUR 1000.
17.1 Representatives of the Contractor and the Department shall meet as often as the parties
reasonably deem necessary to gather and furnish information regarding the issue in dispute U)
which the parties regard as appropriate to resolve the dispute;
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17.2 The party representatives shall discuss the matter and negotiate in good faith to resolve
the matter;
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17.3 In the event that an agreed upon resolution is not reached through negotiation, the
Department's Contract Manager shall make a determination about the matter, reduce the
decision to writing, and send a copy to the Contractor's representative;
17.4 In the event the Contractor is dissatisfied with the Department's decision, the Contractor
may initiate a formal alternative dispute resolution mechanism; however, no mandatory
mediation or arbitration is authorized, and any provision to the contrary does not apply to this
Contract;
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17.5 Failing success of both the informal and formal dispute resolution processes identified
above,jurisdiction for any dispute arising under the terms of the Contract will be in the courts of
the State of Florida, and venue will be in the Second Judicial Circuit, in and for Leon County. In CO
any such action, Florida law shall apply;
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17.6 Except as otherwise provided by law, the parties agree to be responsible for their own
attorney fees incurred in connection with disputes arising under the terms of this Contract; and
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17.7 Card disputes will be resolved by other dispute resolution processes more particularly
identified in Exhibit D, Statement of Work. Ln
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Special Contract Conditions
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FLORIDA DEPARTMENT OF MA NAG EMENT5ERVICES
state purchasing
We serve those who serve Florida,c
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Exhibit D: Statement of Work
State Term Contract
No. 84121500-15-01
Purchasing Card Services
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Statement of Work Contents E
1 Statement of Work Overview............................................................................................... 5 0
1.1 Services....................................................................................................................... 5
1.2 Solution........................................................................................................................ 6
1.3 Program and Contract Phases..................................................................................... 6
2 Project Management........................................................................................................... 7
2.1 Key Personnel ............................................................................................................. 7
2.2 Key Personnel Roles and Responsibilities................................................................... 8
3 Agency Program Implementation........................................................................................ 9
3.1 Overview...................................................................................................................... 9
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3.2 Services......................................................................................................................10
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4 Agency Program Operation................................................................................................10 2
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4.1 Overview.....................................................................................................................11
4.2 Services......................................................................................................................11
4.3 Agency Program Staffing Plan....................................................................................12
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5 Agency Program Transition................................................................................................12
5.1 Overview.....................................................................................................................13
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5.2 Services......................................................................................................................13
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5.3 Final Payments and Data Transfer..............................................................................14 6
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6 Customer Support..............................................................................................................14
6.1 General Requirements................................................................................................14
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6.2 OEU Requirements.....................................................................................................14
6.3 Agency Requirements.................................................................................................15 co
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6.4 Agency Customer Support Plan..................................................................................15
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7 User Training .....................................................................................................................16
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7.1 General Requirements................................................................................................16
7.2 OEU User Training Plan..............................................................................................18
7.3 Agency User Training Plan .........................................................................................18
7.4 Agency User Training Materials..................................................................................19
8 Program Plans...................................................................................................................19 U)
8.1 Program Disaster Recovery Plan................................................................................20
8.2 Solution Security Report.............................................................................................20 a
8.3 Disputed Transaction Procedures...............................................................................21
8.4 Error Resolution Procedures.......................................................................................21
9 Contract Reporting.............................................................................................................21
9.1 Contract Reports.........................................................................................................21
9.2 Contract Review Meetings..........................................................................................22
10 Card Production & Issuance...........................................................................................22
10.1 General Card Physical Requirements.........................................................................22
10.2 Agency Card Physical Requirements..........................................................................23
10.3 OEU Card Physical Requirements..............................................................................24
10.4 General Card Issuance Requirements........................................................................25
10.5 Agency Card Issuance Requirements.........................................................................25
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10.6 Lost or Stolen Cards...................................................................................................26
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11 FLAIR Data Integration...................................................................................................27
11.1 Integration Plan...........................................................................................................27
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11.2 FLAIR Data Validation File..........................................................................................28
11.3 Payment Settlement File.............................................................................................28
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11.4 Payment Settlement Error File....................................................................................29
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11.5 Automated Clearing House (ACH) File........................................................................29
11.6 Charge Data File.........................................................................................................29
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11.7 Scanned Images File..................................................................................................30
11.8 Delivery of and Compensation for the FLAIR Data Validation and Payment Settlement
ErrorFiles..............................................................................................................................30
11.9 FLAIR Replacement....................................................................................................31
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12 Agency Enrollment.........................................................................................................31
12.1 Agency Enrollment Plan..............................................................................................31
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12.2 Solution Deployment...................................................................................................32
12.3 Initial Agency User Training ........................................................................................32
12.4 Card Account Establishment.......................................................................................32
13 OEU Program Implementation........................................................................................33
13.1 OEU Program Implementation Overview ....................................................................33 U)
14 OEU Program Operation ................................................................................................35
14.1 OEU Program Operation Overview.............................................................................35 2 '
14.2 OEU Program Operation Services ..............................................................................35
15 OEU Program Transition ................................................................................................35
15.1 Overview.....................................................................................................................36
15.2 Services......................................................................................................................36
16 Program Performance Measures....................................................................................37
16.1 Development of Performance Measures.....................................................................37
16.2 Use and Reporting of Performance Measures ............................................................39
17 The Solution...................................................................................................................39
17.1 General Requirements................................................................................................40
17.2 User Administration &Access Requirements..............................................................40
18 Card Account Administration ..........................................................................................41
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18.1 General Card Account Administration Requirements..................................................41
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18.2 Emergency Card Account Administration Requirements.............................................42
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18.3 Transaction & Charge Limits.......................................................................................43
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18.4 Merchant Category Code Restrictions.........................................................................43
19 Transaction Approval & Transaction Approval Workflow ................................................44 Ln
19.1 Transaction Approval..................................................................................................44
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19.2 Transaction Approval Workflow Management.............................................................45
19.3 Agency Accounting Entries.........................................................................................45
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19.4 Transaction Approval Auditing ....................................................................................46
19.5 Supporting Documentation Management....................................................................47
20 Program Reporting 47
20.1 General Program Reporting........................................................................................47
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20.2 Configurable Program Reporting.................................................................................48
21 Contract Deliverables.....................................................................................................48
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21.1 Submission and Delivery of Deliverables ....................................................................48
21.2 Quality Assurance.......................................................................................................48
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Statement of Work
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1 Statement of Work Overview
This Statement of Work (SOW) gives an overview and provides the details of the Services and
Solution to be provided by the Contractor to Eligible Users to support the Program under this
Contract. Currently, there are more than 20,000 Cardholders across 35 Agencies and over
200 Other Eligible Users (OEUs) in the Program.
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1 .1 Services
The Department requires that the Contractor provide Services to support Eligible User's usage 2M
of Card Accounts and the Solution that administers them. The Department considers the
Services named below to be the fundamental elements of which the Program is composed, and,
as such, considers the Contractor's provision of the Services to be of paramount importance to
the success of the Program.
1.1.1 The Contractor shall provide Eligible Users with non-revolving credit Card Accounts
(Purchasing Cards) issued to Cardholders designated by Eligible Users.
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1.1.2 The Purchasing Cards provided by the Contractor shall be the MasterCard or Visa
card brand.
1.1.3 The Contractor shall provide sufficient Services to support all aspects of
administering these Card Accounts, in accordance with this SOW.
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1.1.4 The Contractor shall provide the following Services to all Eligible Users that choose
to participate in the Program. In addition to the Solution, outlined in Section 1.2, the co
Services required by this SOW include:
1.1.4.1 Project Management (Section 2)
1.1.4.2 Agency Program Implementation (Section 3)
1.1.4.3 Agency Program Operation (Section 4)
1.1.4.4 Agency Program Transition (Section 5) Ln
1.1.4.5 Customer Support (Section 6)
1.1.4.6 User Training (Section 7) cm
1.1.4.7 Program Plans (Section 8) co
1.1.4.8 Contract Reporting (Section 9)
1.1.4.9 Card Production & Issuance (Section 10)
1.1.4.10 FLAIR Data Integration (Section 11)
1.1.4.11 Agency Enrollment (Section 12) co
1.1.4.12 OEU Program Implementation (Section 13)
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1.1.4.13 OEU Program Operation (Section 14)
1.1.4.14 OEU Program Transition (Section 15)
1.1.4.15 Program Performance Measures (Section 16)
1 .2 Solution
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The Department requires the Contractor to provide a Solution that allows Eligible Users'
Purchasing Card Administrator(s) to manage and routinely make changes to Card Accounts,
Transaction Approval & Transaction Approval Workflow, Program structure, and perform '
Program Reporting in real time. Further specific details about the requirements for the Solution
are located in Section 17 of this SOW.
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1.2.1 The Contractor shall provide the Solution, described in Section 17 of this SOW, to
Eligible Users that choose to participate in the Program. In addition to the Services, M
outlined in Section 1.1, the Solution must have the following functionality:
1.2.1.1 Card Account Administration (Section 18)
1.2.1.2 Transaction Approval & Transaction Approval Workflow (Section 19)
1.2.1.3 Program Reporting (Section 20)
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1 .3 Program and Contract Phases
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The Department requires that the Contract have three distinct phases throughout its life cycle:
Implementation, Operation, and Transition. co
Additionally, the Department requires that each Eligible User's participation in the Program
should have the same three phases. The Services required during each phase, for both the
Contract as a whole and each Eligible User individually, are broadly detailed below, and more 0.
specifically defined throughout the entire SOW.
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1.3.1 Implementation Phase
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During the Implementation Phase for an Eligible User, the Contractor shall provide the
Services and Solution appropriate to the Eligible User as detailed in this SOW for as
long as is necessary for Eligible User to implement and begin using the Services and cm
operating the Solution. co
Each Eligible User, in accordance with their own governance, is the sole determinant of
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when they have completed the Implementation Phase.
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1.3.2 Operation Phase
Once the Implementation Phase is completed for each Eligible User and the elements of
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the Services and Solution required by that Eligible User have been implemented and
accepted, that Eligible User will be in the Operation Phase.
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During the Operation Phase, the Contractor shall provide the Services and Solution
required by this SOW, and as requested by the Eligible User, for the term of the
Contract. E
1.3.3 Transition Phase
If the Department elects to transition to a new vendor, or if an Eligible User elects to
leave the Program, the Contractor shall assist the Department and Eligible User(s), in
accordance with the approved Transition Plan(s), in the Transition out of the Program or
of the Contract to the new vendor. 2M
1.3.4 Separate Provisions for Eligible Users
During the phases described in this section, the Contractor shall make separate
provisions for the enrollment in the Program of, the deployment of the Solution to, and
the use of the Services by, two separate and distinct groups of Eligible Users: e�
1.3.4.1 Agencies, and
1.3.4.2 Other Eligible Users (OEUs).
1.3.5 All provisions made by the Contractor for Eligible Users, both Agencies and OEUs,
while separate and distinct for each group, shall be in compliance with this SOW.
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2 Project Management 0
Proper governance of a Program of the size and scope of the State of Florida Purchasing Card co
Program requires a single governing body to serve as the primary liaison for all issues
regarding the Program. As specified in Exhibit C, Special Contract Conditions, the Department
and DFS will form a PMO to manage the implementation and operation of the Services by
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Eligible Users. The Contractor must work with this organization in order to ensure
comprehensive governance of the Contract. ems,
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2.1 Key Personnel Ln
The Department requires the Contractor to have a dedicated team (Key Personnel) to work with
the PMO during the Contract to develop, document, and, perform the steps necessary to cm
minimize implementation, conversion, and operational difficulties as part of the Services. The
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Department requires the Contractor's Key Personnel to be knowledgeable in the Program. The
Contractor will provide all Key Personnel, and alternates, provided each candidate meets the
requirements below.
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2.1.1 The Contractor shall delineate staff, by name and title, proposed candidates for Key
Personnel.
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2.1.2 The Contractor may designate alternates to the Key Personnel, listed below, to
assist the State of Florida in the event of the designated Key Personnel being
unavailable. The alternate Key Personnel must meet the same qualifications and E
possess, or have ready access to, the same knowledge and information required of the
primary Key Personnel. '
2.1.3 The Key Personnel shall have overall responsibility for managing or successfully 3
performing the Services and providing the Solution to Eligible Users as specified in this
SOW.
2.1.4 The Key Personnel shall, at a minimum, include:
2.1.4.1 Project Manager
The Project Manager will be responsible for development of the Agency Program
Implementation Plan and assisting with all activities during the Implementation Phase
of the Contract.
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The Project Manager shall be a Project Management Professional (PMP), certified by
the Project Management Institute (PMI).
2.1.4.2 Program Manager
The Program Manager will be responsible for coordinating with the PMO for the
delivery of all Services during all program phases (Implementation, Operation and
Transition) provided under the Contract.
2.1.4.3 Technical Representative co
The Technical Representative must be familiar with DFS technical specifications and
critical timeframes and shall be available to assist the Statewide Purchasing Card
Administrator with handling file problems and solutions during daily operations.
The Technical Representative will assist when file deficiencies are identified,
Corrective Action Plans are developed, and when additional assessments are
necessary. Ln
2.1.4.4 Customer Service Representative
The Customer Service Representative must be responsible for assisting the Statewidecm
Purchasing Card Administrator with all procedural and operational activities and co
assisting each Agency Purchasing Card Administrator with all Cardholder issues.
2.2 Key Personnel Roles and Responsibilities
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The Department requires that the Key Personnel designated by the Contractor serve as the
points of contact for members of the PMO, ensuring that State personnel will not have to
coordinate with multiple areas within the Contractor's organization to resolve any issues. co
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2.2.1 The Key Personnel designated by the Contractor shall serve as the sole points of
contact for their respective realms of responsibility in the Program, as described above.
2.2.2 The Contractor shall inform the PMO no later than ten Business Days after removal
or reassignment of any Key Personnel or alternates.
2.2.3 The Contractor shall make all Key Personnel, and alternates, if designated, available U)
as indicated in the approved Agency Program Staffing Plan (Section 4.3).
2.2.4 The Contractor shall, upon notification by the PMO, take corrective action regarding 2M
any issues with Key Personnel, or alternates, provided to the Program. Corrective action
may include removal of problem Key Personnel, or alternates, from the Program, if
issues remain unresolved after ninety calendar days of training and coaching as
requested by the PMO.
2.2.5 The Key Personnel, and alternates, if designated, are to be available, upon request
of the PMO, for the appropriate Program Phase of the Contract as outlined in Table 2-1:
Key Personnel Availability by Contract Phase.
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Project Manager Required Not required Not Required
Program Manager Required Required Required
Technical Representative Required Required Required
Customer Service Representative Required Required Required
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3 Agency Table 2-1: Key Personnel Availability by Contract Phase program
Implementation
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The Department requires the Contractor to timely implement a purchasing card program with at
least 20,000 separate cards issued to individual State employees (Cardholders) spread across
at least 35 State of Florida Agencies.
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Each Agency will require the establishment of a separate Corporate Account, and uses the
same form of payment: Electronic Funds Transfer (EFT) in the form of an Automated Clearing
House (ACH) File, which is processed by the Florida Accounting Information Resource cm
(FLAIR), the State of Florida's in-house accounting system owned and managed by the DFS. co
3.1 Overview
In order to facilitate a smooth implementation of the Program from the current provider to the
Contractor, the Department requires the Contractor to create and execute a comprehensive
Agency Program Implementation Plan as part of the Services. The purpose of this plan is to
detail all steps and requirements necessary to set up all State of Florida Agencies in the co
Program created under this Contract.
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3.1.1 The Contractor shall provide a detailed and comprehensive Agency Program
Implementation Plan in compliance with this SOW.
3.1.2 The Agency Program Implementation Plan shall:
3.1.2.1 Provide a schedule for the implementation of Services and Solution, by '
Agency
3.1.2.2 Outline the work required to implement and deploy the Services and
Solution to all Agencies within the allotted implementation time period.
3.1.2.3 Provide realistic timeframes to complete the work outlined.
3.1.2.4 Provide adequate staff to meet those timeframes.
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3.1.2.5 Provide tasks to ensure effective and efficient communication during the
implementation and deployment of the Services and Solution to all M
Agencies. ,
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3.1.3 The Agency Program Implementation Plan shall include the following:
3.1.3.1 FLAIR Data Integration Plan (Section 11)
3.1.3.2 Agency Enrollment Plan (Section 12)
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3.1.4 Upon Acceptance by the PMO, and in cooperation with DFS and the Department, the
Contractor shall implement the Agency Program Implementation Plan and begin 0
providing the Agency Program Implementation Services. 2
3.2 Services
3.2.1 The Contractor shall provide the following Services as part of Agency Program
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Implementation:
3.2.1.1 Project Management (Section 2)
3.2.1.2 FLAIR Data Integration (Section 11) Ln
3.2.1.3 Program Performance Measures (Section 16)
3.2.1.4 Agency Enrollment (Section 12)
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4 Agency Program Operation
The Department requires the Contractor to operate, on an ongoing basis, a purchasing card
program with at least 20,000 separate cards issued to individual State employees
(Cardholders) spread across at least 35 State of Florida Agencies.
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4.1 Overview
In order to facilitate smooth operations by Agencies of the Solution and Services offered by the
Contractor, the Department requires that the Contractor, as part of the Services, create and
execute a comprehensive Agency Program Operation Plan. The Agency Program Operation
Plan includes all aspects of the Operation phase of the Program.
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4.1.1 The Contractor shall provide a detailed comprehensive Agency Program Operation
Plan in compliance with this SOW.
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4.1.2 The Agency Program Operation Plan shall:
4.1.2.1 Outline the ongoing work and activities required to operate the Solution
and Services after the Agency Implementation Phase is completed.
4.1.2.2 Provide periodic schedules to monitor the work and activities outlined. M
4.1.2.3 Provide adequate staffing to ensure uninterrupted operation of the Solution
and Services.
4.1.2.4 Provide tasks to ensure effective and efficient communication during the
Operation Phase.
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4.1.3 The Agency Program Operation Plan shall include the following Plans:
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4.1.3.1 Program Disaster Recovery Plan (Section 8.1)
4.1.3.2 Solution Security Report (Section 8.2)
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4.1.3.3 Agency Program Staffing Plan (Section 4.3)
4.1.3.4 Agency Customer Support Plan (Section 6.4)
4.1.3.5 Agency User Training Plan (Section 7.3)
4.1.4 Upon Acceptance by the PMO, and in cooperation with DFS and the Department, the
Contractor shall implement the Agency Program Operation Plan and begin providing the
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Program Operation Services.
4.2 Services cm
4.2.1 The Contractor shall provide the following Services as part of Program Operation: co
4.2.1.1 Project Management (Section 2)
4.2.1.2 Program Performance Measures (Section 16)
4.2.1.3 Agency Enrollment (Section 12)
4.2.1.4 Customer Support (Section 6) co
4.2.1.5 User Training (Section 7)
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4.2.1.6 Contract Reporting (Section 9)
4.2.1.7 Card Production & Issuance (Section 10)
4.3 Agency Program Staffing Plan
The Department requires the Contractor to provide an Agency Program Staffing Plan. The
purpose of the Agency Program Staffing Plan is to document the staff necessary to support the 3
Operation phase of the Program by Agencies.
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4.3.1 The Contractor shall provide a detailed and comprehensive Agency Program Staffing
Plan in compliance with this SOW.
4.3.2 The Agency Program Staffing Plan shall detail the Contractor's staffing levels to
support the requirements detailed in the:
4.3.2.1 Program Disaster Recovery Plan (Section 8.1)
4.3.2.2 Agency Customer Support Plan (Section 6.4)
4.3.2.3 Agency User Training Plan (Section 7.3)
4.3.3 Upon Acceptance by the PMO, and in cooperation with DFS and the Department, the
Contractor shall implement the Agency Program Staffing Plan.
4.3.4 The Contractor shall, upon notification by the PMO, take corrective action regarding
any issues with staff provided to the Program. Corrective action may include removal of
problem staff members from the Program, if issues remain unresolved after ninety days co
of training and coaching as requested by the PMO.
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4.3.5 The Contractor shall review and update the Agency Program Staffing Plan annually.
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5 Agency Program Transition
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The Department requires the Contractor to Transition an Eligible User out of the Program with
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minimal difficulty should any Eligible User elect to leave the Program or should the Department
elect to solicit for and award a Contract for the Services, Solution, and Program to a vendor
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other than the Contractor in the future. CM
The Department envisions the Transition Phase of any Agency, or the Contract as a whole, to co
involve a stepped reduction of Agency Services as each Agency leaves the Program, or the
Department implements the Program with a new vendor. The Department requires the
Contractor to simultaneously provide both Agency Program Operation and Agency Program
Transition Services to ensure continued Operations of Agencies that have not entered the
Transition Phase and a successful Transition of Agencies that are leaving the Program or that
have begun Implementation with the new vendor. co
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5.1 Overview
In order to facilitate a smooth transition from the Contractor to a new vendor, the Department
requires the Contractor to create, maintain, and execute when needed, a comprehensive
Agency Program Transition Plan. The purpose of this plan is to detail all steps and requirements
necessary to close-out an Agency's participation in the Program created under this Contract
should any Agency elect to leave the Program or the Department elect to solicit for, and award, U)
a Contract for the provision of the Services and Solution with a new vendor.
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5.1.1 The Contractor shall provide a detailed comprehensive Agency Program Transition
Plan in compliance with this SOW.
5.1.2 The Agency Program Transition Plan shall:
5.1.2.1 Outline the work required to close out and reconcile the Services and
Solution within the allotted transition time period.
5.1.2.2 Outline the work required to reconcile and close all Card Accounts and U
each Agency's Corporate Account.
5.1.2.3 Provide realistic timeframes to complete the work outlined and adequate
staff to meet those timeframes.
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5.1.2.4 Provide tasks to ensure effective and efficient communication during the
transition of services from the Contractor to the new vendor.
5.1.3 Upon Acceptance by the PMO, the Contractor shall review and update the Agency co
Program Transition Plan annually.
5.1.4 Upon request of the PMO, and in cooperation with DFS and the Department, the
Contractor shall implement the Agency Program Transition Plan and begin providing the
Program Transition Services.
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5.2 Services
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The Department requires the Contractor to facilitate the Transition of each Agency away from
the Program or to the new vendor, if applicable. The Department will require the Contractor
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continue to provide Operation Services (Section 4.2) to each Agency until the Contractor is
notified by that Agency and DFS that all Card Accounts have been closed and all payments co
have been transmitted.
5.2.1 The Contractor shall provide the following Services as part of Program Transition:
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5.2.1.1 Project Management (Section 2)
5.2.1.2 Program Performance Measures (Section 16)
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5.2.1.3 Customer Support (Section 6)
5.2.1.4 Contract Reporting (Section 9)
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5.2.1.5 Upon notification from the PMO that an Agency's Program has been
transitioned, the Contractor shall close that Agency's Corporate Account in
accordance with the approved Agency Transition Plan. E
5.3 Final Payments and Data Transfer
The Department requires the Contractor to transmit all outstanding data files to FLAIR and the U)
Information Warehouse as part of the final Transition and closing out of the Program. DFS will
continue to receive the files specified in the FLAIR Data Integration until such time as there is no
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data remaining to transmit or receive from the Contractor.
5.3.1 The Contractor shall continue to provide and receive the transfer of files specified in
FLAIR Data Integration until notified by the PMO that there is no data or that there are
no more payments to be transmitted.
5.3.2 The Contractor shall transfer to the Information Warehouse all remaining Charge
Data or Scanned Images (when available) before the Contract may be closed.
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6 Customer Support
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The Department requires the Contractor to efficiently support a Purchasing Card Program with
over 20,000 Card Accounts spread across at least 35 State of Florida Agency and at least 200
OEUs.
6.1 General Requirements
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The Department requires the Contractor to provide Customer Support to all Eligible Users as
part of the Services. Customer service representatives provided as Customer Support should be
knowledgeable in all aspects of the Program and are responsible for assisting Eligible User
Purchasing Card Administrators with: all procedural and operational activities of the Program,
difficulty or issues in using the Solution, and all Cardholder issues that cannot be resolved in the
Solution.
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6.1.1 The Contractor shall provide the following Customer Support to all Eligible Users:
6.1.1.1 A toll-free number and an online method, through the Solution for those CM
users with Solution access, available twenty-four hours a day, seven days
a week, for Cardholders and Purchasing Card Administrators to report CO
lost/stolen cards.
6.1.1.2 A toll-free number available twenty-four hours a day, seven days a week,
for emergency assistance. 0
6.2 OEU Requirements
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The Department requires the Contractor to provide specific Customer Support to OEUs as
detailed below. E
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6.2.1 The Contractor shall provide the following Customer Support to OEUs:
6.2.1.1 A toll-free number to a customer service representative to assist OEUs
Purchasing Card Administrators with issues in using the Solution, available E
8:00 A.M.- 6:00 P.M. Eastern Time, excluding weekends and State of
Florida designated holidays.
6.2.1.2 A toll-free number to a customer service representative for the OEUs 3
Purchasing Card Administrator's inquiries involving accounts, billing, and
Services from 8:00 A.M. to 6:00 P.M. Eastern Time, excluding weekends 2M
and State of Florida designated holidays.
6.3 Agency Requirements
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The Department requires the Contractor to provide specific Customer Support to Agencies as
detailed below.
6.3.1 The Contractor shall provide the following Customer Support to Agency Eligible
Users:
6.3.1.1 A toll-free number to the Customer Service Representative for Agency
Purchasing Card Administrators available 8:00 A.M.- 6:00 P.M. Eastern
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Time, excluding weekends and State of Florida designated holidays.
6.3.1.2 A toll-free number to the Customer Service Representative, Program
Manager, and Technical Representative for the Statewide Purchasing Card
Administrator's inquiries involving accounts, billing, and Services from 8:00 co
A.M. to 6:00 P.M. Eastern Time, excluding weekends and State of Florida
designated holidays.
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6.3.1.3 An email address for the Customer Service Representative to be used by
Agency Purchasing Card Administrators and the Statewide Purchasing
Card Administrator for handling administration, management, technical,
and customer service operations specific to Agency participation.
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6.3.2 The Contractor shall provide security controls to identify Purchasing Card
Administrators when they make Customer Support calls. cm
6.4 Agency Customer Support Plan 00
The Department requires the Contractor to provide an Agency Customer Support Plan. The
purpose of the Agency Customer Support Plan is to document the policies and procedures for
Customer Support that the Contractor offers to Agencies as part of the Program. 0
6.4.1 The Contractor shall provide a detailed and comprehensive Agency Customer
Support Plan in compliance with this SOW. co
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6.4.2 The Agency Customer Support Plan shall provide details to meet the Customer
Support requirements below.
6.4.3 The Agency Customer Support Plan shall provide security controls for verifying the
identity of, prior to providing any information about the Program, the:
6.4.3.1 Statewide Purchasing Card Administrator,
6.4.3.2 Agency Purchasing Card Administrators,
6.4.3.3 Users, and 2'
6.4.3.4 Cardholders.
6.4.4 The Agency Customer Support Plan shall provide security controls to prevent
unauthorized individuals from:
6.4.4.1 Accessing confidential information,
6.4.4.2 Cancelling existing, ordering new or replacement cards, and
6.4.4.3 Requesting modifications to Card Account Transaction & Charge Controls
or Merchant Category Code Restrictions.
6.4.5 Upon Acceptance by the PMO, and in cooperation with DFS and the Department, the
Contractor shall implement the Agency Customer Support Plan.
6.4.6 The Contractor shall review and update the Agency Customer Support Plan
annually. CO
7 User Training
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The Department requires the Contractor to provide initial and ongoing User Training to the
Program, which includes, at present; at least 20,000 Eligible User Card Accounts spread across
35 State of Florida Agency and 200 OEUs.
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Each Eligible User has at least one Purchasing Card Administrator, and an undetermined
number of potential Users. The Department envisions User Training to include multiple
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channels of information dissemination, requiring the appropriate mix of classroom, webinar, on- cm
demand online, and written documentation training methods and materials.
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The Department requires that the Contractor work with the PMO to provide Training Plans and
programs for OEUs and Agencies that allow each Eligible User maximum autonomy in the
operation of their Program.
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7.1 General Requirements
The Department requires the Contractor to provide User Training Plan(s) as part of the
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Services. The purpose of the User Training Plan(s) is to document the elements required to
train and refresh Eligible Users in the operation of the Solution and use the Services.
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The User Training Plan(s) provided by the Contractor must cover all details necessary to
familiarize Users of the Solution with all the functionality available to perform their designated
Role, and must provide refresh training, update training, and written documentation (ex. user E
quick-start guides and manuals) for infrequent Users to be walked through seldom-used tasks.
7.1.1 The User Training Plan(s) shall detail all aspects of User Training that the Contractor
will provide to Eligible Users who elect to participate in the Program, both present and 3
future, including: 2
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7.1.1.1 Demonstration and pilot, if requested by Eligible User,
7.1.1.2 Instructor guidebooks,
7.1.1.3 Contractor's guidelines (policies and procedures),
7.1.1.4 Training methods and channels, and
7.1.1.5 User Training materials (electronic access).
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7.1.2 The User Training Plan shall detail how the Contractor will use the following methods
and channels to most effectively train and refresh Users:
7.1.2.1 Classroom training for Program Administrators,
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7.1.2.2 Webinar training,
7.1.2.3 On-demand online training, and
7.1.2.4 Written documentation,
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7.1.3 The Contractor, in consultation with the PMO, shall provide Role-specific User
Training materials for all Users which take full advantage of the methods and channels
described above.
7.1.4 The Contractor shall provide Role-specific User Training materials, detailed in the
User Training Plan(s), for the following aspects of Solution functionality:
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7.1.4.1 User Administration (Section 17.2),
7.1.4.2 Card Account Administration (Section 18),
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7.1.4.3 Transaction Approval & Transaction Approval Workflow Management
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(Section 19),
7.1.4.4 Supporting Documentation Management (Section 19.5), and
7.1.4.5 Program Reporting (Section 20).
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7.1.5 Upon Acceptance by the PMO, and in cooperation with DFS and the Department, the
Contractor shall implement the User Training Plan(s) and begin providing the User co
Training to all Eligible Users.
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7.1.6 The Contractor shall review, at least quarterly, with the PMO, the User Training
Plan(s) and User Training Materials.
7.2 OEU User Training Plan
The Department requires the Contractor to provide an OEU User Training Plan containing
elements described in Section 7.1, except for required classroom training. The purpose of the U)
OEU User Training Plan is to document the Contractor's User Training on all aspects of the
Program, in all Program Phases.
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7.2.1 The Contractor shall provide a detailed and comprehensive OEU User Training Plan
in compliance with this SOW.
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7.2.2 In cooperation with the PMO and appropriate participating OEU, the Contractor shall
implement the OEU User Training Plan.
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7.2.3 The Contractor shall review and update the OEU User Training Plan annually.
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7.3 Agency User Training Plan
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The Department requires the Contractor to provide an Agency User Training Plan containing all
the elements described in Section 7.1. The purpose of the Agency User Training Plan is to
document the Contractor's User Training on all aspects of the Program, in all Program Phases.
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7.3.1 The Contractor shall provide a detailed and comprehensive Agency User Training
Plan in compliance with this SOW. co
7.3.2 The Agency User Training Plan shall provide details to meet the Agency User
Training requirements detailed below.
7.3.3 The Agency User Training Plan shall cover all aspects of Agency User Training,
including:
7.3.3.1 Agency User Training methods will include initial training of Program
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Administrators and Approvers in a classroom setting. Ongoing training will
be an appropriate mix of classroom, webinar, on-demand online, and
written documentation; cm
7.3.3.2 Agency User Training Materials (electronic access); and co
7.3.3.3 Instructional guidebooks and manuals.
7.3.4 Upon Acceptance by the PMO, and in cooperation with DFS and the Department, the
Contractor shall implement the Agency User Training Plan.
7.3.5 The Contractor shall review and update the Agency User Training Plan at least co
quarterly.
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7.4 Agency User Training Materials
The Department requires that the Contractor ensure that the Agency Programs in particular
require minimal interference and Customer Support from the Contractor. The Department
desires that Agency Users be fully trained and empowered to operate the daily details of
administering their respective Programs.
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The Department envisions that this full empowerment of Agencies would be accomplished by
making available the Contractor's User Training materials and the Agency policies and
procedures regarding the State of Florida P-Card Program. These Agency User Training
Materials would be presented jointly by the Contractor and DFS' training staff at regularly
scheduled training sessions.
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7.4.1 The Contractor shall provide Agency User Training Materials for the State of Florida
Purchasing Card Program.
7.4.2 The Agency User Training Materials provided by the Contractor shall contain
information on the Contractor's aspects of the Program. The Contractor will assist with
ideas, share best practices and discuss strategies with the Agency for its specific policy
and training.
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7.4.3 The Agency User Training Materials shall provide for comprehensive Agency User
Training, including:
7.4.3.1 Training in all aspects of Role-specific Solution functionality,
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7.4.3.2 Presentation of Contractor's guidelines (policies and procedures), and
7.4.3.3 State of Florida specific guidelines (policies and procedures).
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7.4.4 When DFS updates Agency Program Policy and Procedures, the Contractor shall
bring the User Training Plan(s) into compliance with the updates within thirty days from
being requested by the PMO.
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7.4.5 If the Contractor should implement an update to the Services and Solution, the
Contractor shall provide Update Training detailing the substance of the change and the
effect it will have on User functionality no more than thirty days after the update has cm
been implemented and upon request by the PMO. CO
8 Program Plans
In addition to specific plans related to the various Program Phases for Agency and OEUs, the
Department requires the Contractor to create and maintain certain Program-wide plans that will
be administered by the PMO. For plans and reports detailed in Sections 8.1 and 8.2, a non-
disclosure agreement may be necessary. CO
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8.1 Program Disaster Recovery Plan
The Department requires the Contractor to provide a Program Disaster Recovery Plan. The
purpose of the Program Disaster Recovery Plan is to document the process specific to the State
to restore operations after a natural disaster or a disaster resulting from sabotage, negligence,
or other major events. The Contractor shall provide the Statement on Standards for Attestation
Engagements (SSAE) No. 16 report annually. U)
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8.1.1 The Contractor shall provide a detailed and comprehensive Program Disaster
Recovery Plan in compliance with this SOW.
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8.1.2 The Program Disaster Recovery Plan shall include elements required for restoring
business operations to the State of Florida Purchasing Card Program, including:
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8.1.2.1 Roles and responsibilities,
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8.1.2.2 Application and Inventory profiles,
8.1.2.3 Backup processes and procedures, and
8.1.2.4 Start-up and Recovery procedures.
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8.1.3 The Contractor shall inform the Statewide Purchasing Card Administrator of any
scheduled maintenance, described in Section 17, to be performed on the Services or 0
Solution which would result in an interruption of service at least five Business Days in
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advance of the Services or Solution being unavailable. In the event of an emergency,
notification shall be provided as soon as reasonably practicable.
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8.1.4 The Contractor shall inform both the PMO and the Statewide Purchasing Card
Administrator as soon as reasonable when there is an interruption of service in the
Solution.
8.1.5 Upon Acceptance of the Plan by the PMO, and in coordination with DFS and the Ln
Department, the Contractor shall implement the Program Disaster Recovery Plan. The
Contractor will use the accepted plan when circumstances require.
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8.1.6 The Contractor shall review and update the Program Disaster Recovery Plan co
annually.
8.2 Solution Security Report
The Department requires the Contractor to provide a Solution Security Report for the Solution.
The purpose of the Solution Security Report is to document the process for protecting the State
of Florida's data from theft, loss, manipulation, exploitation from hackers, or damage from co
Solution failures.
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8.2.1 The Contractor shall provide a detailed and comprehensive Solution Security Report
in compliance with this SOW referred to as the Statement on Standards for Attestation
Engagements (SSAE) No.16 report upon request. E
8.2.2 The Solution Security Report will be shared with the PMO annually.
8.3 Disputed Transaction Procedures U)
The Department requires the Contractor to provide Disputed Transaction Procedures. The
purpose of the Disputed Transaction Procedures is to document the process for resolving any 2M
Transactions marked in the Solution by an Eligible User as 'disputed'.
8.3.1 The Contractor shall provide to the Statewide Purchasing Card Administrator forms
and instructions for reporting disputed transactions. a.
8.4 Error Resolution Procedures
The Department requires the Contractor to develop or provide Error Resolution Procedures. The
purpose of the Error Resolution Procedures is to document the process for resolving any issues
that result in or from the routine transfer of Electronic Files.
8.4.1 The Contractor, in consultation with the PMO, shall develop a comprehensive set of
Error Resolution Procedures to deal with errors or failures of Delivery in Electronic Files.
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9 Contract Reporting
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In order to ensure and verify the quality and consistency of Services provided by the
Contractor, the Department requires the Contractor to report on the status of the entire
Program as a whole, both Agency and OEUs' participation in the Contract.
The Department envisions regular quarterly meetings, in which the PMO and the Contractor
meet to review the Contract Reports provided by the Contractor. During these meetings,
Contract status will be assessed, contract issues will be discussed, and remedies will be
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formulated.
9.1 Contract Reports
The Department requires the Contractor to provide Performance Measures by which the co
Program may be monitored and the provision of Services by the Contractor may be verified by
the Department. The Department requires the Contractor to provide the PMO with Performance
Measures to monitor the status of the Program and verify the Contractor's provision of the
Services and Solution under the Contract.
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9.1.1 The Contractor shall provide reports of mutually agreed upon Accepted Program
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Performance Measures at a mutually agreed upon timeframe to the Department's
Contract Administrator pursuant to Section 16 in this SOW.
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9.1.2 The Contractor shall provide monthly reports of the aggregate spending activity
(Deliverable 27) of each Eligible User in the Program indicating the activity of each
Program Eligible User to the Department's Contract Administrator no more than thirty E
calendar days following the closing of the preceding month.
9.2 Contract Review Meetings
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The Department requires the Contractor to attend regular meetings in which the Contract
Reports are reviewed and the status of the Program is assessed by the PMO.
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9.2.1 The Contractor, including Key Personnel as needed, shall meet with the PMO to
assess the Program, at least quarterly, in a Contract Review Meeting.
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9.2.2 The Department's Contract Administrator in consultation with the Contractor will set
both the schedule and agenda for a Contract Review Meeting.
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9.2.3 The Contractor shall submit proposed agenda items for each Contract Review
Meeting to the Department's Contract Administrator at least seven Business Days prior
to the meeting.
9.2.4 The Contractor shall implement remedies for identified Contract issues formulated
during the Contract Review Meetings within the timelines set during the Meetings.
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10 Card Production & Issuance 0
The Contractor must produce Purchasing Cards to be issued to Eligible User Cardholders. CO
The Purchasing Cards must have a customized visual style, contain the data elements defined
below, and be issued, delivered, and activated as specified herein.
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Card design may be subject to field requirements and limitations.
10.1 General Card Physical Requirements CL
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The Department requires the Contractor to provide a Purchasing Card with customizable Ln
options for the Program. Purchasing Cards issued by the Contractor must be customizable,
at the request of the Eligible User's Purchasing Card Administrator, per the card design cm
options below. Card design may be subject to field requirements and limitations.
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10.1.1 Card design options:
10.1.1.1 Standard Card: Contractor branded plastic which has no client logo or
other plastic customizations.
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10.1.1.2 Logo Card: Standard Card plus logo printed in a single standard color. A
Logo Card may take up to four weeks for design and production. For
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programs less than $5MM in annual volume, a one-time fee may apply.
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10.1.1.3 Extended Logo Card: A Logo Card where the logo is extended from end-to-
end on card plastic with multiple color options available for the face of the
plastic. An Extended Logo Card may take up to six weeks to design, build E
and enable production after Contractor and Eligible User approval. A one-time
fee may apply. '
10.1.2 Cards issued to Eligible Users shall have a unique Purchasing Card design. Each 3
Eligible User will work with the Contractor to finalize this design during each
Implementation Phase
10.1.3 The Contractor shall be responsible for the embossing and printing of the Cards to
the Eligible User's specifications.
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10.1.4 Cards issued to Eligible Users shall be embossed with a name of the Cardholder, as
indicated in the Solution by the Purchasing Card Administrator.
10.1.5 Cards issued to Eligible Users shall be embossed with the account number and
expiration date.
10.1.6 Cards issued to Eligible Users shall have the Contractor's toll free Customer
Support telephone number printed on the back of the card.
10.2 Agency Card Physical Requirements
The Department requires the Contractor to provide a Purchasing Card designed
specifically and exclusively for Agency Programs. The Department will work with the CO
Contractor to furnish the necessary artwork and develop final specifications, including
color and logos during Agency Implementation. The State will use this one basic design
as the standard Card stock to be used by all Agency Eligible Users.
10.2.1 Cards issued to Agencies shall have a unique Card design. The Contractor shall
work with the PMO to finalize this design during Agency Implementation.
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10.2.2 The PMO shall approve the layout and artwork of the Card design prior to its use or
distribution.
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10.2.3 Cards issued to Agencies shall be issued in the agreed upon Card design and
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cannot be modified without prior approval by the PMO.
10.2.4 The Department reserves the right to change the Card design during the contract
term, and if doing so, will provide the Contractor with the artwork needed to make
changes.
10.2.5 The Contractor shall implement the changes to the Card design for a Standard Card CO
or Logo Card at no charge to the State.
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10.2.6 Cards issued to Agencies shall be embossed with the individual employee's name,
as indicated in the Solution by the Purchasing Card Administrator.
10.2.7 Cards issued to Agencies shall be embossed with the account number and card
expiration date.
10.2.8 Cards issued to Agencies shall have the following printed elements: U)
10.2.8.1 The State's official seal shall be printed on the face of the Card.
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10.2.8.2 The name, "STATE OF FLORIDA", shall be printed on the face of the Card.
10.2.8.3 The phrase, "FOR OFFICIAL USE ONLY", shall be printed on the face of
the Card.
10.2.8.4 The phrase, "PURCHASING CARD", shall be printed on the face of the
Card.
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10.2.8.5 The phrase, "TAX EXEMPT", shall be printed on the face of the Card.
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10.2.8.6 The Agency's tax-exempt number shall be printed on the face of the Card.
10.2.8.7 The brand emblem (Visa or MasterCard) shall be on the face of the Card.
10.2.9 There shall be no reference to Automatic Teller Machines "ATM" or other advertising
on Cards issued to Agency Eligible Users.
10.3 OEU Card Physical Requirements
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The Department requires the Contractor to provide OEUs with the opportunity to develop a
Purchasing Card designed specifically for their Programs. The Contractor must have the ability
to receive the necessary artwork and work with OEUs to develop final specifications, including
color and logos, during OEU Program Implementation. Each OEU will be restricted to one basic
design as the standard card stock to be used by their Program.
10.3.1 OEUs shall have the ability, without interaction from the Department, to interface with
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the Contractor to customize the Card stock that is issued as a standard to their Program.
10.3.2 OEUs Eligible Users may only have one standard look and feel for Card stock issued cm
as part of their Program
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10.3.3 The Contractor shall provide, as part of the OEU Program Implementation Plan, the
options for customization of the front side of the card for all OEUs in the Program.
10.3.4 The customization options shall detail all options for customization, including
verbiage, logo, or graphic printing.
10.3.5 Cards issued to OEUs may have the following printed elements: co
10.3.5.1 An official seal, if requested, shall be printed on the face of the Card. E
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10.3.5.2 The name of the OEU, if requested, shall be printed on the face of the
Card.
10.3.5.3 The phrase, if requested, "FOR OFFICIAL USE ONLY", shall be printed on E
the face of the Card.
10.3.5.4 The phrase, if requested, "PURCHASING CARD", shall be printed on the
face of the Card. U'
10.3.5.5 The phrase, if requested, "TAX EXEMPT", shall be printed on the face of
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the Card.
10.3.5.6 The OEU's tax-exempt number, if requested, shall be printed on the face of
the Card.
10.3.5.7 The brand emblem (Visa or MasterCard) shall be on the face of the Card.
10.4 General Card Issuance Requirements
The Department requires the Contractor to provide Purchasing Cards of either major brand,
MasterCard or Visa. The following General Card Issuance Requirements apply:
10.4.1 The Purchasing Cards provided by the Contractor shall be the MasterCard or Visa
brand.
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10.4.2 The Contractor shall be responsible and accountable for the mailing of all individual
Cards issued to OEUs.
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10.4.3 The Contractor and the OEU shall mutually agree to the Card delivery requirements
for their individual Programs.
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10.4.4 The Department requires the Contractor to provide procedures for activating
Purchasing Cards issued to Cardholders.
10.5 Agency Card Issuance Requirements
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The Department requires the Contractor to adhere to a strict set of protocols and mailing
requirements to ensure the security of the Program and the integrity of the State's fiscal
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controls.
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10.5.1 The Contractor shall provide Agencies with non-revolving credit Cards issued to
State employees only for official State business pursuant to the State of Florida
Purchasing Card Program Guidelines.
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10.5.2 The Contractor shall be responsible and accountable for the mailing of all individual
Cards issued to Agencies.
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10.5.3 The Contractor shall not insert any additional material to what is required for secure
and complete delivery with the mailed Cards. Exceptions to this restriction will generally
be materials that pertain to the Program, and shall be approved, in writing, by the PMO E
before the Contractor may include such additional materials.
10.5.4 Cards issued to Agencies shall be mailed using a courier service which provides
online tracking from origination of the order to delivery of a Card. U'
10.5.5 Cards issued to Agencies shall not be sent by U.S. Mail or the U.S. Postal Service.
10.5.6 Cards issued to Agencies shall be mailed to the addressee and mailing address for
the respective Agency Purchasing Card Administrator.
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10.5.7 Cards issued to Agencies shall not be mailed directly to the Cardholder.
10.5.8 Cards requested by Agencies for new Cardholders shall be issued within three
Business Days except in the case of a custom card or an initial program issuance.
10.5.9 Cards requested by Agencies as replacement Cards for existing Card Accounts shall B
be issued within three Business Days of being requested in the Solution.
10.5.10 Cards requested for expedited delivery must be requested in the Solution before
3:00 PM EST and shall be issued within 1 Business Day. If the 3:00 PM EST window is
missed, the system defaults back to the standard delivery and will not be treated as an
expedited request.
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10.5.11 Cards issued to Agencies shall be issued in a Cardholder's name as indicated by the
Agency Purchasing Card Administrator in the Solution. CD
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10.6 Lost or Stolen Cards
The Department requires the Contractor to provide for the occasions when Cardholders
misplace, lose, or have their Cards stolen.
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10.6.1 The Contractor shall provide a method for reporting lost or stolen Cards in both the
Solution and by telephone in the form of a Customer Support toll-free number.
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10.6.2 The Contractor shall accept reports of lost or stolen Cards via the Solution with a CO
follow-up call to Customer Support toll-free number or by Customer Support toll-free
number directly.
10.6.3 The Contractor shall provide a method to identify a caller reporting a lost or stolen
Card as a Cardholder or a Purchasing Card Administrator.
10.6.4 The Contractor shall immediately cancel a Card upon receipt of notification that it is CO
lost or stolen.
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10.6.5 The Contractor will set system instructions to prevent automatically issuing a
replacement Card for any Agency Card(s) reported lost or stolen. The Purchasing Card
Administrator will order a new Card through the Solution. E
10.6.6 The Contractor shall not change the mailing address for reissued Cards if requested
by the Agency Cardholder.
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11 FLAIR Data Integration
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In order to process payments for Agencies, the Department requires the Solution to either 1) be
capable of or 2) be made capable of integrating various Accounting Data Elements with the
Florida Accounting Information Resource (FLAIR). FLAIR is a legacy system which the State of
Florida uses for all accounting and is the system of record for all payments issued by the State
of Florida. The Department envisions that the FLAIR Data Integration involves a routine transfer
of several files between the Contractor/Solution and FLAIR on a periodic basis Special e�
provisions concerning the delivery of and compensation for the FLAIR Data Validation and
Payment Settlement Error Files.
The Contractor will complete the FLAIR Data Integration within 18 months from acceptance of
the FLAIR Data Integration Plan, or as otherwise agreed to by the parties after the requirements
have been fully vetted according to the plan.
11 .1 Integration Plan
In order to facilitate a smooth implementation of the Solution, the Department requires the
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Contractor to create and execute a comprehensive FLAIR Data Integration Plan. The FLAIR
Data Integration Plan must include the timeframes for developing and providing a successful
test validation of the required files, prior to the roll-out of services to Agencies, as specified
below.
11.1.1 The Contractor shall provide a detailed and comprehensive FLAIR Data Integration
Plan in compliance with this SOW.
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11.1.2 The FLAIR Data Integration Plan shall include the formats and specifications for the
following files: CM
11.1.2.1 FLAIR Data Validation File (Section 11.2), co
11.1.2.2 Payment Settlement File (Section 11.3),
11.1.2.3 Payment Settlement Error File (Section 11.4),
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11.1.2.4 Automated Clearing House (ACH) File (Section 11.5),
11.1.2.5 Charge Data File (Section 11.6), and
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11.1.2.6 Scanned Images File (Section 11.7).
11.1.3 The FLAIR Data Integration Plan shall also:
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11.1.3.1 Provide a schedule for the FLAIR Data Integration.
11.1.3.2 Outline the work required to modify the Solution and integrate the FLAIR
Accounting Data Elements required for validation and transmission within E
the allotted implementation time period.
11.1.3.3 Provide realistic timeframes to complete the work outlined including the
identification of needed resources for both State and Contractor. U'
11.1.3.4 Provide adequate staff to meet those timeframes.
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11.1.3.5 Provide tasks to ensure effective and efficient communication during the
implementation and deployment of the Services and Solution to all
Agencies
11.1.4 Upon Acceptance by the PMO, and in cooperation with DFS and the Department, the
Contractor shall implement the FLAIR Data Integration Plan as part of the Agency
Program Implementation Services.
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11 .2 FLAIR Data Validation File
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In order for FLAIR to be able to process a Transaction for payment, certain Accounting Data
Elements required by FLAIR must be validated, in the Solution, before they are transmitted to
DFS as an Accounting Entry in the Payment Settlement File.
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Validation of the Accounting Data Elements must occur during the Transaction Approval
(Section 19) process. When an Approver creates an Accounting Entry associated to a co
Transaction, the Solution must check the Approver-entered data against data provided to the
Solution by DFS as part of the FLAIR Data Validation File. Validation of the Accounting Data
Elements is anticipated to reduce the likelihood of an Accounting Entry being rejected by FLAIR.
The Department requires the Contractor to validate six (6) Accounting Data Elements as part of
the Transaction Approval process.
The FLAIR Data Validation File is uploaded each Business Day into the Solution which shall
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receive and store the Accounting Data Elements provided by DFS. The Contractor shall process
the six (6) separate and uniquely formatted FLAIR files, containing Accounting Data Elements
so that the data required for validation of every transaction is available in the Solution. CM
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11 .3 Payment Settlement File
In order for FLAIR to be able to process a Transaction for payment, the Solution must either 1)
be capable of or 2) be made capable of transmitting each Transaction recorded and approved
as part of the Transaction Approval & Transaction Approval Workflow (Section 19) in the
Solution as no fewer than twenty (20) Accounting Entries (Section 19.3) which include at least
five (5) and as many as twenty-one (21) User-entered Accounting Data Elements required for co
FLAIR processing and utilizing a maximum of ten accounting code segment fields in the
Solution. This file, known as the Payment Settlement File, shall be transmitted, in ASCII format, E
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to DFS on a daily basis. The specific contents of the Payment Settlement File shall be in the
State's required format, and delivered according to timing determined and outlined in the FLAIR
Data Integration Plan. E
11.3.1 The Solution shall transmit to DFS in the Payment Settlement File, on the night
following each Business Day, the Accounting Entries associated to each approved
Transaction. U'
11 .4 Payment Settlement Error File
While validating certain Accounting Data Elements will reduce errors in FLAIR processing, there
will inevitably be some errors that cause an Accounting Entry to be rejected by FLAIR. After the
nightly processing of the Payment Settlement File by FLAIR, DFS will transmit any Accounting
Entries that are rejected by FLAIR to the Solution as a Payment Settlement Error File. The
specific contents of the Payment Settlement Error File shall be in the State's required format,
and delivered according to timing determined and outlined in the FLAIR Data Integration Plan. t'
The Department requires that the Solution match the Accounting Entries included in the
Payment Settlement Error File to their original Transactions and that those Transactions be B
flagged and placed in the Approval Workflow (Section 19.1) to be manually checked and re-
keyed if necessary.
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11.4.1 The Solution shall receive and process the Payment Settlement Error File.
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11 .5 Automated Clearing House (ACH) File
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The Department requires the Contractor to accept payments for each Eligible User Agency in
the form of Electronic Funds Transfer (EFT), ACH credit file, from DFS. The payments made
using the ACH File will be applied against an Agency's outstanding balance with the Contractor.
11.5.1 The Contractor shall receive and process the ACH File as payment against each
Agency Corporate Account's outstanding balance.
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11 .6 Charge Data File Ln
The Department requires the Contractor to provide Transaction data to the Information
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Warehouse. This Transaction data, along with the Accounting Entries and Supporting CM
Documentation, will serve as the official archiving and accounting of Agency expenditures. As CO
such, the Contractor must transmit to the Information Warehouse, on a periodic basis, a Charge
Data file which contains the data elements detailed below.
11.6.1 The Contractor shall transmit the Charge Data File to the Information Warehouse as
specified in the FLAIR Data Integration Plan.
11.6.2 The Charge Data File shall include data elements agreed upon by DFS and the CO
Contractor.
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11.6.3 The Charge Data File shall be transferred to the Information Warehouse in a manner
allowing the Charge File to be electronically associated with the appropriate Scanned
Images File data when available. E
11 .7 Scanned Images File
The Department requires the Contractor to provide the Supporting Documentation attached to U)
each Transaction to the Information Warehouse. This Supporting Documentation, along with the
Accounting Entries and Transaction data, will serve as the official archiving and accounting of
2M
Agency expenditures.
As such, the Contractor must transmit to Information Warehouse, on a periodic basis, a
Scanned Images file when functionality becomes available which contains the scanned images
0.
of the Supporting Documentation associated with the Transaction data contained in the Charge
Data File. M
11.7.1 The Contractor shall transmit the Scanned Images File, when functionality becomes
available, to the Information Warehouse as specified in the FLAIR Data Integration Plan.
11.7.2 The Scanned Images File shall be transferred to the Information Warehouse in a
manner allowing the Supporting Documentation to be electronically associated with the a
appropriate Charge Data File data.
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11 .8 Delivery of and Compensation for the FLAIR Data Validation and Payment
Settlement Error Files co
The State has agreed to compensate the Contractor for the development of the FLAIR Data
Validation and Payment Settlement Error Files and for the initial incorporation of the data from
0
these files into the Solution for use by the State. This compensation shall be accomplished by 0.
reductions in the amount of rebate dollars paid to the State. Each such reduction shall be
agreed to by the State in writing prior to its effect and shall be based on the Contractor's
completion of previously planned and agreed to milestones and related compensation amounts.
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The State and the Contractor shall agree to the details for the development of the FLAIR Data
Validation and Payment Settlement Error Files as a clearly delineated portion of the FLAIR Data CM
Integration Plan, constructed pursuant to Deliverables 32 and 33 and Section 11 of the
Statement of Work. The details shall include an identification of milestones to be accomplished co
and resources required for, a schedule for the completion of, and the compensation attached to,
each milestone. Additionally, the development of each milestone shall include an assessment
of the resources and time required, so that the State may make determinations affecting both
the time required and the cost of each milestone.
Once this delineated portion of the FLAIR Data Integration plan is begun, and no less than once co
each quarter, the Contractor shall report on its progress in accomplishing each milestone and
request the State to agree, for each milestone accomplished, that the milestone has been E
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accomplished and the associated compensation has been earned. Once the State has so
agreed, in writing, the Contractor may deduct the agreed to amount from the next scheduled
state rebate payment. Contractor shall submit documentation for services in detail sufficient E
enough for a proper pre-audit and post-audit. The Department reserves the right to request
additional documentation. '
This section is supplemental to and not in replacement of Deliverables 32 and 33 and Sections 3
11.2 and 11.4 of the Statement of Work.
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11 .9 FLAIR Replacement
The parties recognize that there may be a replacement to FLAIR. The FLAIR replacement will
be addressed in a mutually updated FLAIR Data Integration Plan in concert with the Solution's
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standard ERP integration file specifications.
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12 Agency Enrollment
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The Department requires the Contractor to timely enroll each of the at least 35 State of Florida
Agencies in the Purchasing Card Program. Enrollment of an Agency in the Program consists of
setting up the Corporate Account, deploying the Solution to the Agency's Purchasing Card
Administrator(s), fully training the Purchasing Card Administrator(s) and Approver(s) in using
the Solution, and issuing new cards to Cardholders.
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After successfully completing FLAIR Data Integration, (see Section 11), the Department
envisions that the Agency Enrollment would be accomplished in waves, agency by agency,
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until all 35 current agencies are fully using the Services and Solution.
In addition, should additional Agencies elect to join the Program at a future date, the
Department envisions the Agency Enrollment Plan be used to timely enroll those Agencies in
the Program.
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12.1 Agency Enrollment Plan
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The Department requires the Contractor to provide an Agency Enrollment Plan as part of the
Agency Program Implementation Plan. The purpose of the Agency Enrollment Plan is to
document all tasks and provide a schedule for the completion of those tasks required to enroll CM
and establish each Agency in the Program, allowing them to operate the Solution and use the co
Services.
12.1.1 The Contractor shall, in consultation with the PMO, provide a detailed and
comprehensive Agency Enrollment Plan in compliance with this SOW.
t�
12.1.2 Upon Acceptance by the PMO, and in cooperation with DFS and the Department, the
Contractor shall implement the Agency Enrollment Plan and begin providing the Agency co
Program Implementation Services (Section 3.2).
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12.2 Solution Deployment
After Acceptance of the FLAIR Data Integration (Section 11) and of the Agency Enrollment Plan,
the Contractor and the PMO will begin enrolling Agencies in the Program according to the
Agency Enrollment Plan. Solution Deployment involves any and all steps necessary to prepare
an Agency to operate the Solution with minimal intervention from the Contractor.
U)
12.2.1 The Agency Enrollment Plan shall cover all aspects of Solution Deployment,
including:
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12.2.1.1 The roll-out schedule for an Agency,
12.2.1.2 Tasks for setting up a Corporate Account number for each Agency,
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12.2.1.3 Contact information and roles and responsibilities for all Contractor
Program Support Staff, and
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12.2.1.4 Solution access set-up and testing.
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12.3 Initial Agency User Training
After setting up a Corporate Account and confirmation of Solution Deployment, each Agency's
Users must be trained and familiarized with all aspects of the Solution as part of Initial Agency
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User Training.
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12.3.1 The Agency Enrollment Plan shall coverall aspects of Initial Agency User Training, 0
including: 2
12.3.1.1 The schedule, with dates and locations, for Program and Solution User
Training,
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12.3.1.2 Demonstration of the Solution, if requested by the Agency, and
12.3.1.3 User Training in compliance with the requirements set forth in Section 7 of M
this SOW. a.
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12.4 Card Account Establishment
Once the Solution Deployment and Agency Initial User Training are completed, the Agency
CM
being enrolled will begin to create Card Accounts in the Solution. These Cards must be issued
according to the requirements for Card Production & Issuance (Section 10). co
6
12.4.1 The Contractor shall provide DFS with the Corporate Account number for each
enrolling Agency.
0
12.4.2 The Agency Enrollment Plan shall cover all aspects of Card Account Establishment,
including:
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12.4.2.1 A list of tasks for Card Issuance prior to each Agency's cut-over,
12.4.2.2 Program forms (hard copy and electronic),
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12.4.2.3 Customer Support for Card Account creation,
12.4.2.4 Customer Support for Card Account Transaction & Charge Limits (Section
18.3), E
12.4.2.5 Customer Support for Card Account Merchant Category Restrictions '
(Section 18.4),
U)
12.4.2.6 Card Account issuance options,
12.4.2.7 Card Production & Issuance (Section 10), and
12.4.2.8 Card Account Activation.
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13 OEU Program Implementation
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The Department requires the Contractor to timely implement a purchasing card program with at
least 20,000 separate Cards issued to OEU personnel (Cardholders) spread across over at
least 200 OEUs. Each OEU will require the establishment of at least one Corporate Account,
and utilizes different methods and forms of payment ranging from monthly paper checks to
Electronic Funds Transfer (EFT) in the form of an Automated Clearing House (ACH) File. The
Contractor will be responsible for working with each OEU to Implement the Program with that
entity, in compliance with this SOW. 12
13.1 OEU Program Implementation Overview
In order to facilitate a smooth implementation of the Program from the current provider to the
Contractor, the Department requires the Contractor to create and execute a comprehensive co
OEU Program Implementation Plan. The purpose of this plan is to provide for OEUs to deploy
the Solution and use the Services.
0
13.1.1 The Contractor shall provide a detailed comprehensive OEU Program
Implementation Plan in compliance with this SOW.
13.1.2 The OEU Program Implementation Plan shall contain comprehensive information Ln
detailing all steps and tasks required to enroll an OEU in the program, and all options
that OEUs have under the Contract.
cm
13.1.3 The Contractor shall create the OEU Program Implementation Plan to accommodateco
both:
13.1.3.1 Initial Deployment of Solution and Services to current OEUs, and
13.1.3.2 Ongoing Deployment of Solution and Services to future OEUs.
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13.1.4 User Training
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The OEU Program Implementation Plan shall cover all aspects of User Training that the
Contractor will provide to OEUs who elect to participate in the Program, both present
and future, including: E
13.1.4.1 Demonstration and pilot, if requested by the OEU,
13.1.4.2 Contractor's guidelines (Policies and Procedures), and
13.1.4.3 OEU training modalities and training materials (electronic).
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13.1.5 Solution Deployment
The OEU Program Implementation Plan shall cover all aspects of Solution Deployment
to OEUs who elect to participate in the Program, both present and future, including:
13.1.5.1 The roll-out schedule for OEUs,
13.1.5.2 The schedule, with dates and locations, for program and technology
solution training,
13.1.5.3 Tasks for setting up a corporate account number for each OEU,
13.1.5.4 Tasks for mapping the Solution to interface with OEU accounting
system(s), and a
13.1.5.5 A list of tasks for card issuance prior to each OEU's transfer to the
Program. 0
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13.1.6 Card Issuance CO
The OEU Program Implementation Plan shall cover all aspects of Card Issuance,
including:
13.1.6.1 Program forms (hard copy and electronic),
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13.1.6.2 Electronic access set-up and testing,
13.1.6.3 Card controls and issuance options, Ln
13.1.6.4 Card Account set-up,
CM
13.1.6.5 Card Account production and distribution,
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13.1.6.6 Card Account activation, and
13.1.6.7 Account follow-up.
13.1.7 Upon Acceptance by the PMO, and in cooperation with the appropriate participating
OEU, the Contractor shall implement the OEU Program Implementation Plan and begin
providing the Program Implementation Services to the participating OEU.
CO
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14 OEU Program Operation
The Department requires the Contractor to operate, on an ongoing basis, a purchasing card
program with approximately 20,000 separate cards issued to individual State employees E
(Cardholders) spread across 200 State of Florida OEUs.
14.1 OEU Program Operation Overview
In order to facilitate smooth operations by OEUs of the Solution and Services offered by the
Contractor, the Department requires the Contractor to create and execute a comprehensive
OEU Program Operation Plan that includes all aspects of the Operation phase of the Program.
14.1.1 The Contractor shall provide a detailed comprehensive OEU Program Operation
Plan in compliance with this SOW.
14.1.2 The OEU Program Operation Plan shall:
14.1.2.1 Outline the ongoing work and activities required to operate the offered
Solution and Services after the allotted transition time period.
14.1.2.2 Provide periodic schedules to monitor the work and activities outlined
14.1.2.3 Provide adequate staffing to ensure uninterrupted operation of the Solution
and Services.
14.1.2.4 Provide tasks to ensure effective and efficient communication during the
operation of services.
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14.1.3 Upon Acceptance by the PMO, and in cooperation with the appropriate participating
OEU, the Contractor shall implement the OEU Program Operation Plan and begin
providing the Program Operation Services to the participating OEU.
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14.2 OEU Program Operation Services
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14.2.1 The Contractor shall provide the following Services as part of OEU Program
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Operation:
14.2.1.1 Customer Support (Section 6),
CM
14.2.1.2 User Training (Section 7),
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14.2.1.3 Contract Reporting (Section 9), and
14.2.1.4 Card Production & Issuance (Section 10).
15 OEU Program Transition
The Department requires the Contractor to transition an OEU's Program with minimal difficulty
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should any OEU elect to leave the Program or should the Department elect to solicit for and
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award a Contract for the Services, Solution, and Program to a vendor other than the Contractor
in the future.
The Department envisions the Transition Phase of any Program, or the Contract as a whole, to
involve a stepped reduction of OEU Program Operation Services as each OEU leaves the
Program, or implements with the new vendor. The Department requires the Contractor to
simultaneously provide both OEU Program Operation and Transition Services to ensure 3
continued Operations of OEUs that have not entered the Transition Phase and a successful
Transition of OEUs that are leaving the Program or that have begun Implementation with the
new vendor.
15.1 Overview CM
0
In order to facilitate a smooth transition away from the Contractor, the Department requires the
Contractor to create, maintain, and execute when needed, a comprehensive OEU Program
Transition Plan. The purpose of this plan is to detail all steps and requirements necessary to
close-out a OEU's participation in the Program created under this Contract should any OEU
elect to leave the Program or the Department elect to solicit for, and award, a Contract for the
provision of the Services and Solution with a new vendor.
15.1.1 The Contractor shall provide a detailed comprehensive OEU Program Transition
Plan in compliance with this SOW.
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15.1.2 The OEU Program Transition Plan shall:
15.1.2.1 Outline the work required to close out and reconcile the Services and co
Solution within a reasonable transition time period.
15.1.2.2 Outline the work required to reconcile and close all Card Accounts and
each OEU's Corporate Account.
15.1.2.3 Provide realistic timeframes to complete the work outlined and adequate
staff to meet those timeframes.
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15.1.2.4 Provide tasks to ensure effective and efficient communication during the
transition of services.
CM
15.1.3 Upon Acceptance by the PMO, the Contractor shall review and update the OEU
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Program Transition Plan annually.
15.1.4 Upon request of the OEU, and in cooperation with the Department, the Contractor
shall implement the OEU Program Transition Plan and begin providing the Program
Transition Services to the participating OEU.
15.2 Services co
The Department requires the Contractor to facilitate the Transition of each OEU away from the
Program or to the new vendor, if applicable. The Department will require the Contractor to
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continue to provide OEU Program Operation Services (Section 14) to each OEU until the
Contractor is notified by that OEU that all Card Accounts have been closed and all payments
have been transmitted. E
15.2.1 The Contractor shall provide the following Services as part of OEU Program
Transition:
U)
15.2.1.1 Customer Support (Section 6),
15.2.1.2 Contract Reporting (Section 9), and
15.2.1.3 Upon notification from the OEU that an OEU's Program has been
transitioned, the Contractor shall close that OEU's Corporate Account in
accordance with the approved OEU Program Transition Plan.
a.
16 Program Performance Measures
In order to ensure and verify the consistency of Services provided by the Contractor, the
a�
Department requires the Contractor to cooperate with the PMO to create and adhere to
Performance Measures for both Agencies' Programs and the Program as a whole. These
Performance Measures will be provided to the Department on a periodic basis as specified in
Contract Reporting (Section 9), and are also to be available to the PMO upon request.
16.1 Development of Performance Measures
The Department requires the Contractor, during Agency Implementation (Section 3), to work
with the PMO to design and propose measurements by which the Program may be monitored co
and the provision of Services by the Contractor may be verified by the Department. The
Program Performance Measures should utilize a variety of techniques to measure the quality,
timeliness, and level of Services provided by the Contractor.
16.1.1 The Contractor, in consultation with the PMO, shall provide Performance Measures
for the Contractor's performance of the Services under the Contract, consistent with this
SOW, and Exhibit E, Schedule of Deliverables. Deliverables related to the Contractor's Ln
performance of the Services under the Contract, and for which Performance Measures
shall be developed and reported, include:
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16.1.1.1 Agency Program Implementation (Deliverable 3)
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16.1.1.2 Agency Program Operation (Deliverable 5)
16.1.1.3 Agency Program Transition (Deliverable 9)
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16.1.1.4 Customer Support— General (Deliverable 10)
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16.1.1.5 Customer Support—OEU (Deliverable 11)
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16.1.1.6 Customer Support—Agency (Deliverable 12)
16.1.1.7 OEU User Training (Deliverable 15)
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16.1.1.8 Agency User Training (Deliverable 18)
16.1.1.9 Agency User Update Training (Deliverable 21)
16.1.1.10 Program Disaster Recovery (Deliverable 23)
16.1.1.11 Contract Review Meetings (Deliverable 28)
16.1.1.12 Card Issuance (Deliverable 31) U'
16.1.1.13 Agency Enrollment (Deliverable 41)
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16.1.1.14 OEU Program Implementation (Deliverable 43)
16.1.1.15 OEU Program Operation (Deliverable 45)
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16.1.1.16 OEU Program Transition (Deliverable 47)
16.1.2 The Contractor, in consultation with the PMO, shall provide Performance Measures
for the Solution provided by the Contractor under the Contract, consistent with this SOW,
and Exhibit E, Schedule of Deliverables. Deliverables related to the Contractor's
performance of the Solution under the Contract, and for which Performance Measures
shall be developed and reported, include:
16.1.2.1 FLAIR Data Integration Plan (Deliverable 32)
16.1.2.2 FLAIR Data Integration (Deliverable 33)
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16.1.2.3 FLAIR Data Validation File (Deliverable 34)
16.1.2.4 Payment Settlement File (Deliverable 35) co
16.1.2.5 Payment Settlement Error File (Deliverable 36)
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16.1.2.6 Automated Clearing House (ACH) File (Deliverable 37)
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16.1.2.7 Charge Data File (Deliverable 38)
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16.1.2.8 Scanned Images File (Deliverable 39)
16.1.2.9 Solution Availability (Deliverable 49) Ln
16.1.3 The Contractor, in consultation with the PMO, shall provide Performance Measures
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for Agency Implementation using the Agency Program Implementation Plan (Deliverable
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2) that shall include, Performance Measures for the implementation and which will show
0
project progress during implementation and timelines targeted versus achieved.
16.1.4 The Contractor, in consultation with the PMO, shall provide Performance Measures
for Agency Enrollment using the Agency Enrollment Plan (Deliverable 40) that shall
0
include, Performance Measures for the enrollment and which will show project progress
during enrollment and timelines targeted versus achieved. co
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16.1.5 The Contractor, in consultation with the PMO, shall provide Performance Measures
for Agency Program Operation using the Agency Program Operation Plan (Deliverable
4) that shall include, Performance Measures for the operation and which will show E
program progress during operation and timelines targeted versus achieved.
16.1.6 The Contractor, in consultation with the PMO, shall provide Performance Measures
for Agency Transition using the Agency Program Transition Plan (Deliverables 7 and 8) 3
that shall include, Performance Measures for the transition and which will show the
timelines targeted versus achieved.
16.2 Use and Reporting of Performance Measures
Once the Program Performance Measures have been mutually agreed upon, the Department
requires that the Contractor provide reporting of the Program Performance Measures as
specified in 16.1.
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16.2.1 Upon Acceptance by the PMO, and in cooperation with DFS and the Department, the
Contractor shall implement the Program Performance Measures and begin monitoring
performance of the Services under the Contract.
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16.2.2 Upon implementation, the Program Performance Measures will be provided to the
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Department on a periodic basis as specified in the Contract Reporting section (Section
9) of this SOW, and to the PMO upon request.
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16.2.3 Upon implementation, the Contractor, in consultation with the PMO, shall review, at
least annually, the agreed-upon Performance Measures to validate their continued
applicability to the Program.
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17 The Solution
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The Department considers the Solution offered to the Department to be the cornerstone of a
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successful Program. The Solution should be the single point of control for Purchasing Card
Administrators and must allow them to manage, with minimal interaction with the Contractor:
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User Administration &Access (Section 17.2), Card Account Administration (Section 18), cm
Transaction Approval & Transaction Approval Workflow (Section 19), and Accounting Entriesco
(Section 19.3). Additionally, the Solution must allow Purchasing Card Administrators to access
and query live data and perform Program Reporting (Section 20).
Until the Solution is fully implemented for use by Agencies, the Contractor will provide all of the
functionality currently available to Agency Eligible Users according to the interfaces in effect
until Solution implementation including FLAIR Data Integration (Section 11).
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17.1 General Requirements
The Department requires the Contractor to provide a Solution that allows Purchasing Card
Administrator(s) to manage and routinely make changes to Card Accounts, program structure,
and possibly other elements in their use of the Program.
17.1.1 The Contractor shall provide the Solution to Eligible Users. U)
17.1.2 The Solution shall be available for use by Eligible Users twenty-four hours per day,
seven days a week, every day of the year, less scheduled maintenance. 2M
17.1.3 All time(s) of Solution scheduled maintenance shall be provided, in writing, to the
Eligible User's Purchasing Card Administrator at least five Business Days prior to their
occurrence.
17.1.4 Changes made by a Purchasing Card Administrator in the Solution shall be executed
and applied in real-time or overnight.
U)
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17.1.5 The Solution shall allow for each Purchasing Card Administrator to manage their B
respective Eligible User's activities, including:
17.1.5.1 Determining to whom cards shall be issued
17.1.5.2 Establishing the purchasing authority of each Cardholder
0
17.1.5.3 Viewing a real time log of transaction declines and authorizations
17.1.5.4 Allowing Cardholders to view their transactions online CO
17.1.5.5 Altering Transaction & Charge Limits and MCC Restrictions
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17.1.6 The Solution shall allow for each Eligible User to manage the following Program
functions:
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17.1.6.1 User Administration (Section 17.2)
17.1.6.2 Cardholder Administration (Section 18.1) Ln
17.1.6.3 Transaction Approval & Transaction Approval Workflow (Section 19)
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17.1.6.4 Program Reporting (Section 20)
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17.1.7 The Solution must be able to accommodate an increasing number of cards.
17.2 User Administration & Access Requirements
The Department requires the Contractor to provide a Solution that allows Purchasing Card
Administrators to manage Users of the Solution with maximum autonomy with minimal
intervention required by the Contractor. CO
17.2.1 At a minimum, the Solution must conform to the following requirements: E
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17.2.1.1 All Solution functions shall be accessible using a single login unique to
each User.
17.2.1.2 The Solution shall require complex passwords. E
17.2.1.3 The Solution shall require regular password changes. '
17.2.1.4 The Solution shall utilize Role-Based Security (RBS). U)
17.2.1.5 The Solution shall lock out a User ID if a specified number of unsuccessful
login attempts are made.
17.2.2 At a minimum, the Solution must allow Purchasing Card Administrators to manage
the following functions:
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17.2.2.1 Create User IDs and passwords for new Users.
17.2.2.2 Reset User IDs and passwords for all Users. e�
17.2.2.3 Unlock User IDs locked due to repeated password entry failures.
17.2.2.4 Manage Roles and authority levels for all Users. B
17.2.3 The Solution's RBS scheme shall support the following Roles:
17.2.3.1 Administrator,
17.2.3.2 Approver, and
17.2.3.3 Cardholder.
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18 Card Account Administration
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The Department considers the Card Account Administration of utmost importance to the
success of the Program. The ability for Eligible Users to manage their own Card Accounts is an
essential function of the Solution offered by the Contractor. The Solution must allow
Purchasing Card Administrators to determine to whom the Card Accounts shall be issued and
the purchasing authority of each Card Account, within the limits of the Contract. Ln
18.1 General Card Account Administration Requirements
The Department requires a Solution that allows Eligible User's Purchasing Card Administrator(s)
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to routinely make changes to Card Accounts with no required action by the Contractor. These
changes, made in the Solution, must be in real time or overnight, and may include, but are not
limited to: changes to Contact Information, Transaction & Charge Limits, Merchant Category
Code Restrictions, or approving official(s); temporarily suspend Card Account activity; or
termination of a Card Account.
Additionally, with the anticipation of continual growth in the State of Florida Program, the CO
Contractor's issuance system must be able to accommodate an increasing number of Card
Accounts.
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18.1.1 The Solution shall have a simple and user-friendly method for Purchasing Card
Administrators to manage Card Accounts.
18.1.2 The Solution shall allow for Purchasing Card Administrators to:
18.1.2.1 Create new Card Accounts,
18.1.2.2 Order replacement Cards, U)
18.1.2.3 Modify a Card Account's name as it appears on a Card Account,
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18.1.2.4 Modify Contact Information for groups of Card Accounts,
18.1.2.5 Modify Contact Information for a Card Account's Purchasing Card
Administrator,
18.1.2.6 Modify Transaction & Charge Limits,
18.1.2.7 Modify card profiles: Merchant Category Code Groups (MCCGs) are
contained in profiles, and Purchasing Card Administrators can move
cardholders in and out of profiles as needed, in real time,
18.1.2.8 Cancel/Deactivate a Card Account, and
18.1.2.9 Close a Card Account.
18.1.3 The Solution shall execute all Card Account changes made by Purchasing Card
Administrators in real-time.
18.1.4 The Contractor shall have the ability to and shall, as directed by the Statewide co
Purchasing Card Administrator, eliminate or turn-off paper statements from being mailed
to Agency Eligible Users.
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18.2 Emergency Card Account Administration Requirements
The Solution shall allow Purchasing Card Administrators the freedom to temporarily modify
Transaction & Charge Limits and Merchant Category Code Restrictions applied to a Card
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Account and to issue new Card Accounts in response to an emergency.
18.2.1 The Solution shall support emergency operations and purchases by: cm
18.2.1.1 Allowing Purchasing Card Administrators to specify a limited period of time co
that Card Account limits and restrictions, described in Sections 18.3 and
18.4, are adjusted.
18.2.1.2 Returning, upon expiration of the specified time period, the Card Account
limits and restrictions to their previous levels without requiring the action or
intervention of a Purchasing Card Administrator.
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18.2.1.3 Allowing Purchasing Card Administrators to designate new Card Accounts
issued as part of an emergency as `for expedited delivery'.
Statement of Work
Purchasing Card Services
Contract No. 84121500-15-01 Page 42 of 49
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18.3 Transaction & Charge Limits
The Department desires a Purchasing Card with flexible Card Account limits. Eligible Users
must have the capability, through the Solution, to apply limits to transactions and charges to
each Card Account issued as part of this Contract.
18.3.1 The Contractor's Solution shall provide, at a minimum, the capability to set the U)
following limits on the proposed Card Account:
18.3.1.1 Total credit limit a
18.3.1.2 Charge amount per transaction
18.3.1.3 Charge amount per day
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18.3.1.4 Charge amount per cycle
18.3.1.5 Allowed number of transactions per day
18.3.2 The Solution shall have the ability to prohibit all cash transactions, such as:
18.3.2.1 Cash Advances
18.3.2.2 Cash refunds
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18.3.2.3 Advance checks
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18.3.2.4 Automated Teller Machine (ATM) withdrawal
18.4 Merchant Category Code Restrictions CO
The Department desires a Card Account Administration function with the widest possible
Merchant Category Code (MCC) restrictions available. Purchasing Card Administrators must
have the capability to apply restrictions based upon MCCs to each Card Account issued as part
of this Contract.
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18.4.1 The Contractor shall allow for Purchasing Card Administrators to create and manage
customized MCCGs. Ln
18.4.2 The Contractor shall allow for MCCs to be arranged and assigned into custom
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MCCGs by Purchasing Card Administrators.
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18.4.3 The Solution shall allow for Purchasing Card Administrators to manage Card
Account activity by assigning specific and custom-created MCCGs to each Card Account
designating custom MCCGs as either:
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18.4.3.1 Prohibited, to
18.4.3.2 Permitted, or
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18.4.3.3 Permitted with notification (appears on exception report).
Statement of Work
Purchasing Card Services
Contract No. 84121500-15-01 Page 43 of 49
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18.4.4 The Solution shall allow for Purchasing Card Administrators to assign at least nine
(9) MCCGs to a Card Account.
18.4.5 The Contractor shall provide the Statewide Purchasing Card Administrator with any
new MCCs, updates of current MCCs, and deleted MCCs within one (1) week of
notification by the industry via the Solution.
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19 Transaction Approval & Transaction Approval Workflow
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The Department considers Transaction Approval & Transaction Approval Workflow to be of
vital importance for the success of the Program. The Solution must be able to manage
Transaction Approval by routing each Transaction to the appropriate Approver or ,
Approver/Group using a configurable Transaction Approval Workflow associated to each Card
Account. The Solution must also allow Purchasing Card Administrators to manage the
Transaction Approval Workflow paths associated with each Card Account. e�
19.1 Transaction Approval
The Department requires a Solution that allows Eligible User Approvers to route, review, and
approve Transactions created by Cardholders.
19.1.1 The Solution shall provide a system to route, review, and approve Transactions
associated with Card Accounts by Approvers.
19.1.2 The Solution shall allow Approvers to review the Transactions and the attached
Supporting Documentation, if any, that are pending approval for their Approver/Group. CO
19.1.3 The Solution shall allow Approvers to mark the Transactions that are pending
approval for their Approver/Group as:
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19.1.3.1 Approved,
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19.1.3.2 Flagged, or
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19.1.3.3 Disputed.
19.1.4 The Solution shall route Transactions marked as `Approved' to the next
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Approver/Group designated as part of the Transaction Approval Workflow.
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19.1.5 The Solution shall allow for flagged Transactions to be reviewed by those
Approver/Group designated as part of the Transaction Approval Workflow.
19.1.6 The Solution shall route Transactions marked as `Disputed' to a Disputed
Transaction Resolution Process.
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Statement of Work
Purchasing Card Services
Contract No. 84121500-15-01 Page 44 of 49
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C.3.b
19.2 Transaction Approval Workflow Management
The Department requires the Solution to support a Transaction Approval workflow management
system that manages and defines a series of approvals for each Transaction, allowing each
Eligible User the controls to ensure integrity of their Program.
This Transaction Approval Workflow must allow each Eligible User Purchasing Card U)
Administrator to assign multiple Approver/Groups to a Card Account in a one-to-many
relationship so that a single User may be assigned as an Approver to Approver/Groups in
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multiple workflows.
For Agencies, once a Transaction finishes its designated workflow, the Solution will transmit the
Agency Accounting Entries associated with that Transaction to FLAIR, in accordance with
FLAIR Data Integration (Section 11), for payment.
For OEUs using the Solution, once a Transaction finishes its designated workflow, the Solution
will transmit the Transaction to the OEU, according to a method agreed to by the OEU and the
Contractor, for payment.
19.2.1 The Solution shall allow Purchasing Card Administrators to designate Users as
Approvers.
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19.2.2 The Solution shall allow Purchasing Card Administrators to group Approvers at each
level or stage of approval by assigning them to Approver/Groups.
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19.2.3 The Solution shall allow a User to be assigned as an Approver to multiple CO
Approver/Groups.
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19.2.4 The Solution shall allow Purchasing Card administrators to designate which
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Approver/Groups are assigned to which Card Account.
19.2.5 The Solution shall allow Purchasing Card Administrators to assign at least three
Approver/Groups to a Card Account in conjunction with 2 created levels from
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implemented State policy for a total of 5 levels of approvals.
19.2.6 The Solution shall allow Purchasing Card Administrators to designate the order in CM
which a Transaction is routed to each Approver/Group associated with a Card Account.
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19.2.7 The Solution shall provide the ability for an Approver to return Transaction to
applicable users within the designated approval path.
19.3 Agency Accounting Entries
The Department requires a Solution that will allow for the coding of each Transaction as FLAIR-
specific Accounting Entries as specified in the FLAIR Data Integration (Section 11). The CO
Solution must allow for each Transaction in the Solution to be split and coded as a minimum of
Statement of Work
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Contract No. 84121500-15-01 Page 45 of 49
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C.3.b
twenty (20) Accounting Entries. Each Accounting Entry must validate the Validated Accounting
Data Elements as defined in the FLAIR Data Integration (Section 11).
In addition, the Department requires the Solution to assign a unique identifier to all Accounting
Entries made for a Transaction in order to maintain the association of a Transaction to the
Accounting Entry distributions in FLAIR.
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19.3.1 The Solution allows for each Transaction in the Solution to be split and coded as a
minimum of twenty (20) Accounting Entries. The Solution shall create and store a
unique, 9-character numeric or alphanumeric primary key for each Accounting Entry.
19.3.2 The Solution shall store the Accounting Entries associated to each Transaction by
Approvers.
19.3.3 The Solution shall provide a method for associating `default' Validated Accounting M
Data to each Card Account.
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19.3.4 The Solution shall, upon Approver entry, validate the Accounting Data Elements
against Accounting Data Elements provided in the FLAIR Data Validation File (Section
11.2).
19.3.5 The Solution shall reject Accounting Entries entered by Approvers that fail validation.
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19.3.6 The Solution shall not allow any Accounting Entries associated with a Transaction to
be approved or transmitted in the Payment Settlement File until all Validated Accounting
Data Elements in each Accounting Entry associated with that Transaction pass CO
validation.
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19.3.7 The Solution shall route the Accounting Entries returned in the Payment Settlement
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Error File (Section 11.4), and their associated Transactions, to an Approver/Group to
approve the Transaction in the Solution. e�
19.4 Transaction Approval Auditing Ln
The Department requires the Solution to allow Purchasing Card Administrators to audit
Transactions with minimal interaction with the Contractor. CM
The Solution must provide the ability to view each Transaction Approval workflow step in order CO
to validate the dates and times Approver/Groups approved a Transaction. The Solution must
also provide the ability to view the details surrounding the attachment of scanned Supporting
Documentation associated with each Transaction.
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19.4.1 The Solution shall maintain a complete audit trail of which Users interact with
Transactions, when those Users interact with Transactions, and how those Users CO
interact with Transactions.
Statement of Work
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Contract No. 84121500-15-01 Page 46 of 49
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19.4.2 The Solution shall provide the ability for Purchasing Card Administrators to view all
routing information about a Transaction, including:
19.4.2.1 Date(s) and times(s) of User interactions. E
19.4.2.2 Supporting Documentation, if available. '
19.5 Supporting Documentation Management
The Department requires a Solution that allows Eligible User's User(s) to attach and associate
supporting documentation, such as receipts, invoices, purchase orders, or other scanned 2M
documentation to Transactions as part of the Approval workflow. The Solution must allow Users
in a Transaction approval workflow path to attach and review supporting documentation.
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19.5.1 The Solution shall allow Users to attach scanned Supporting Documentation to the
Transactions as part of the Transaction Approval process. M
19.5.2 The Solution shall allow Users to view scanned Supporting Documentation that has
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been attached to the Transactions as part of the Transaction Approval process.
19.5.3 The Solution shall allow Users to remove scanned Supporting Documentation that 0.
has been attached to the Transactions as part of the Transaction Approval process.
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20 Program Reporting
The Department considers Program Reporting to be important to the ongoing success and
growth of the Program. The ability for Eligible Users to report on their own Program usage CO
though data analysis is an essential function of the Solution offered by the Contractor.
20.1 General Program Reporting
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The Department requires a Solution that allows Eligible Users to routinely query data about
Card Accounts with no required action by the Contractor. These queries, made in the Solution,
must be in real time and must be exportable to the formats listed below.
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20.1.1 The Solution shall allow for Purchasing Card Administrators to query live data of
Program use by all Eligible User's Card Accounts, Cardholders, and Users. cm
20.1.2 The Solution shall allow for report or query results to be exported to the following file CO
formats:
20.1.2.1 Microsoft Excel 2007 or later (.xlsx)
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20.1.2.2 Adobe PDF (.pdf)
20.1.2.3 Comma Separated Values (.csv)
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20.1.3 The Solution shall provide Purchasing Card Administrators the capability to schedule
reports or queries to run within the Solution. E
Statement of Work
Purchasing Card Services
Contract No. 84121500-15-01 Page 47 of 49
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20.1.4 The Solution shall provide Purchasing Card Administrators the capability to save
reports or queries within the Solution.
20.1.5 The Solution shall provide Purchasing Card Administrators the capability to specify
date ranges for reports or queries.
20.1.6 The Solution shall provide Purchasing Card Administrators the capability to pull U)
reports of Program Activity, including, but not limited to:
20.1.6.1 Approved transactions a
20.1.6.2 Declined transactions
20.1.6.3 User activity
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20.1.6.4 Credits received
20.2 Configurable Program Reporting
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20.2.1 The Solution shall provide Purchasing Card Administrators the capability to generate,
within the Solution, configurable reports or queries.
20.2.2 The Solution shall provide Purchasing Card Administrators the capability to save,
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within the Solution, configurable for later use.
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20.2.3 The Solution shall provide Purchasing Card Administrators the capability to specify 0
specific data fields for reports or queries within Solution data elements.
21 Contract Deliverables
The Department requires the Contractor to provide all Deliverables identified in Exhibit E,
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Schedule of Deliverables. The tables provided in Exhibit E, Schedule of Deliverables, contain
specific details about each Deliverable that the Contractor must provide under the Contract.
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21 .1 Submission and Delivery of Deliverables Ln
21.1.1 The Contractor shall deliver the Deliverables defined in Exhibit E, Schedule of
Deliverables, in accordance the Requirements defined therein. CM
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21.1.2 Each of the Deliverables shall be submitted for review ("Delivery") by the Date(s) of
Delivery listed for the Deliverable in Exhibit E, Schedule of Deliverables.
21 .2 Quality Assurance
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The Department requires that the Contractor use due professional care in preparing each
Deliverable. The Contractor must perform all quality assurance measures necessary in order to
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ensure performance under the contract.
Statement of Work
Purchasing Card Services
Contract No. 84121500-15-01 Page 48 of 49
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21.2.1 Prior to Delivery of any Deliverable, the Contractor shall first perform any quality
assurance activities necessary to verify that the Deliverable is complete and in
conformance with the Acceptance Criteria defined in Exhibit E, Schedule of Deliverables, E
and in conformance to applicable specifications provided in Accepted Deliverable(s).
21.2.2 Deliverables shall contain documentation of all quality assurance activities applied,
including documentation of deficiencies or defects corrected. U'
21.2.3 When presenting a Deliverable, the Contractor shall certify that:
21.2.3.1 The Contractor has performed all required quality assurance activities,
21.2.3.2 The Contractor has performed all applicable testing to adhere to the
Statement of Work and all technical specification documents or plans,
21.2.3.3 The Contractor has corrected all material deficiencies discovered during
quality assurance activities and testing, and
21.2.3.4 The Deliverable is ready for review.
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Statement of Work
Purchasing Card Services
Contract No. 84121500-15-01 Page 49 of 49
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C.3.b
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FLORIDA DEPARTMENT OF MANAGEMENT SERVICES
state purchasing
fWe serve those who serve Florida.
Exhibit E: Schedule of Deliverables E
State Term Contract
No. 84121500-15-01 '
Purchasing Card Services
Schedule of Deliverables Contents
a
ID: 1 Candidate Key Personnel......................................................................................3
ID: 2 Agency Program Implementation Plan...................................................................6
ID: 3 Agency Program Implementation...........................................................................7
ID: 4 Agency Program Operation Plan ..........................................................................8
ID: 5 Agency Program Operation ...................................................................................9
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ID: 6 Agency Program Staffing Plan............................................................................. 10
ID: 7 Agency Program Transition Plan ......................................................................... 11
ID: 8 Agency Program Transition Plan — Updates........................................................ 12
ID: 9 Agency Program Transition ................................................................................. 13
I D: 10 Customer Support— General............................................................................. 14
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1 D: 11 Customer Support—OEU.................................................................................. 15
I D: 12 Customer Support—Agency.............................................................................. 16 co
ID: 13 Agency Customer Support Plan......................................................................... 17
ID: 14 OEU User Training Plan .................................................................................... 18
ID: 15 OEU User Training ............................................................................................20
ID: 16 OEU User Training Plan — Updates...................................................................21
ID: 17 Agency User Training Plan................................................................................22
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ID: 18 Agency User Training ........................................................................................24
ID: 19 Agency User Training Plan — Updates...............................................................25
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ID: 20 Agency User Training Materials.........................................................................26
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ID: 21 Agency User Update Training ...........................................................................27
ID: 22 Program Disaster Recovery Plan.......................................................................28
ID: 23 Program Disaster Recovery...............................................................................29
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ID: 24 Program Disaster Recovery Plan — Updates......................................................30
ID: 25 Solution Security Report....................................................................................31 co
ID: 26 Program Performance Measures Report...........................................................32
Schedule of Deliverables
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Contract No. 84121500-15-01 Page 1 of 58
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ID: 27 Monthly Spending Reports............................................................................... 33
ID: 28 Contract Review Meetings.................................................................................34
ID: 29 Agency Card Design..........................................................................................35
ID: 30 OEU Card Design..............................................................................................36 '
ID: 31 Card Issuance ...................................................................................................37
ID: 32 FLAIR Data Integration Plan..............................................................................38
ID: 33 FLAIR Data Integration......................................................................................40 a
ID: 34 FLAIR Data Validation File.................................................................................41
ID: 35 Payment Settlement File....................................................................................42
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ID: 36 Payment Settlement Error File...........................................................................43
ID: 37 Automated Clearing House (ACH) File ..............................................................44
ID: 38 Charge Data File ...............................................................................................45
ID: 39 Scanned Images File.........................................................................................46
ID: 40 Agency Enrollment Plan ....................................................................................47
ID: 41 Agency Enrollment.............................................................................................49
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ID: 42 OEU Program Implementation Plan...................................................................50
ID: 43 OEU Program Implementation...........................................................................52
ID: 44 OEU Program Operation Plan ...........................................................................53
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ID: 45 OEU Program Operation ...................................................................................54
ID: 46 OEU Program Transition Plan ...........................................................................55
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ID: 47 OEU Program Transition ...................................................................................56
ID: 48 Disputed Transaction Procedures......................................................................57
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ID: 49 Solution Availability............................................................................................58
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Schedule of Deliverables
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Title: Candidate Key Personnel ID: 1
Date of Delivery: Within 10 Business Days of Contract execution.
Review Cycle: Within 5 Business Days.
Deliverable Type: Documentation SOW Section(s): 2.1
Deliverable Description: A list of staff for the Key Personnel with explanation of qualifications, 3
including:
a
1. Project Manager-A Project Manager is responsible for development of the Agency
Program Implementation Plan and assisting with all activities during the Implementation
Phase. CD
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2. Program Manager-A Program Manager is responsible for coordinating with the PMO for
the delivery of all Services provided under the Contract.
3. Technical Representative —A Technical Representative is responsible for assisting in the
development of the FLAIR Data Integration Plan and in Error Resolution when file
deficiencies are identified. B
4. Customer Service Representative - A Customer Service Representative is responsible
for assisting the Statewide Purchasing Card Administrator with all procedural and
operational activities and assisting each Agency Purchasing Card Administrator with all
Cardholder issues. Additionally, the Customer Service Representative is responsible for
coordinating other bank resources as necessary.
Non-Conformance Damages: The Correction Period: Within 10 Business Days. co
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
The Contractor shall be assessed a Financial
Consequence of$2,000 if the State rejects a
resubmitted deliverable.
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Schedule of Deliverables
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Contract No. 84121500-15-01 Page 3 of 58
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Requirements:
The Contractor shall provide a list, including qualifications, of candidate Key Personnel.
1. Project Manager:
a. The Contractor shall provide a Project Manager for the duration of the State
Agency Implementation Phase.
b. The Project Manager shall direct and manage all Contractor's activities during U)
State Agency Implementation.
c. The Project Manager shall manage the development of the following plans:
i. Agency Program Implementation Plan '
ii. Agency Program Operation Plan
iii. Agency Program Transition Plan
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2. Program Manager: CL
a. The Contractor shall provide a Program Manager for the duration of the
Contract. c�
b. The Program Manager shall be the single point of contact for the Contractor for
all issues related to the Contract.
c. The Program Manager shall coordinate with the PMO for the Delivery of all
Services provided under the Contract.
d. The Program Manager shall direct and manage all Contractor's activities during
the State Agency Operation and Transition Phases.
3. Technical Representative:
a. The Contractor shall provide a Technical Representative for the duration of the
Contract.
b. A Technical Representative shall assist in the development of the FLAIR Data co
Integration Plan.
c. The Technical Representative shall assist in the development of Error
Resolution Procedures.
d. The Technical Representative shall be available to assist the Statewide
Purchasing Card Administrator with issues regarding Electronic File Deliverables
and Error Resolution during daily operations.
e. The Technical Representative shall be familiar with the technical specifications
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and critical timeframes of Electronic File Deliverables.
f. The Technical Representative shall assist in Error Resolution when deficiencies
in Electronic Files are identified.
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g. The Technical Representative shall assist when additional assessments are
necessary. 00
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4. Customer Service Representative:
a. The Contractor shall provide a Customer Service Representative for the duration
of the Contract.
b. The Customer Service Representative shall assist the Statewide Purchasing
Card Administrator with all procedural and operational activities of the Program.
c. The Customer Service Representative shall assist each Agency Purchasing co
Card Administrator with all Cardholder issues.
Schedule of Deliverables
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Contract No. 84121500-15-01 Page 4 of 58
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Acceptance Criteria:
The Contractor provides satisfactory candidates for all four (4) Key Personnel positions.
1. Project Manager:
a. Candidate Project Manager is a certified Project Management Professional. '
b. Candidate Project Manager has demonstrated experience in managing projects
of similar size and scope to the prospective FLAIR Data Integration project U'
defined in the Statement of Work.
a
2. Program Manager:
a. Candidate Program Manager has demonstrated experience in managing
projects of similar size and scope to those defined in the Statement of Work.
b. Candidate Program Manager has documented success in managing projects of
similar size and scope to those defined in the Statement of Work.
3. Technical Representative:
a. Candidate Technical Representative has demonstrated experience in projects of
similar size and scope to those defined in the Statement of Work.
b. Candidate Technical Representative has documented success in projects of
similar size and scope to those defined in the Statement of Work.
4. Customer Service Representative:
a. Candidate Customer Service Representative has demonstrated experience in
projects of similar size and scope to those defined in the Statement of Work.
b. Candidate Customer Service Representative has documented success in
projects of similar size and scope to those defined in the Statement of Work.
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Schedule of Deliverables
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Title: Agency Program Implementation Plan ID: 2
Date of Delivery: Within 30 Business Days of the PMO's Acceptance of the Project Manager.
Review Cycle: Within 10 Business Days.
Deliverable Type: Documentation SOW Section(s): 3.1.1 - 3.1.3
Deliverable Description: A document that details all steps and requirements necessary to set 3
up all State Agencies in the Program.
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Non-Conformance Damages: The Correction Period: Within 10 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
The Contractor shall be assessed a Financial
Consequence of$2,000 if the State rejects a
resubmitted deliverable.
Requirements: U
1. The Agency Program Implementation Plan shall:
a. Provide a schedule for the implementation of Services and Solution, by Agency.
b. Outline the work required to implement and deploy the Services and Solution to
all Agencies within the allotted implementation time period.
c. Provide timeframes to complete the work outlined, including the target Date of
Delivery, Review Cycle, Requirements, and Acceptance Criteria.
d. Provide staff to meet those target timeframes.
e. Provide tasks to ensure effective and efficient communication during the
implementation and deployment of the Services and Solution to all Agencies. co
Acceptance Criteria:
1. The Agency Program Implementation Plan contains:
a. A schedule for the implementation of Services and Solution, by Agency.
b. An outline of the work required to implement and deploy the Services and
Solution to all Agencies within the allotted implementation time period.
c. Realistic timeframes to complete the work outlined
d. Adequate staff to meet those timeframes. Ln
e. Tasks to ensure effective and efficient communication during the implementation
and deployment of the Services and Solution to all Agencies.
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Title: Agency Program Implementation ID: 3
Date of Delivery: According to the Accepted Agency Program Implementation Plan
Review Cycle: According to the Accepted Agency Program Implementation Plan.
Deliverable Type: Service SOW Section(s): 3.1.4 and 3.2
Deliverable Description: In cooperation with DFS and the Department, the Contractor shall
implement the Agency Program Implementation Plan and begin providing the Agency Program
Implementation Services.
Non-Conformance Damages: Correction Period: According to the
The Contractor shall submit a Corrective Accepted Agency Program Implementation
Action Plan (CAP) if the State issues a Notice Plan.
of Deficiency.
The Contractor shall be assessed a Financial
Consequence of$2,000 if the State rejects a
resubmitted deliverable.
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Requirements:
1. The Requirements for this Deliverable will be specified in the Agency Program
Implementation Plan.
Acceptance Criteria:
1. The Acceptance Criteria for this Deliverable will be specified in the Agency Program
Implementation Plan.
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Title: Agency Program Operation Plan ID: 4
Date of Delivery: Within 60 Business Days of the PMO's Acceptance of the Project Manager.
Review Cycle: Within 10 Business Days.
Deliverable Type: Documentation SOW Section(s): 4.1.1 —4.1.3
Deliverable Description: A document that details all aspects of the Agency Operation. U'
Non-Conformance Damages: The Correction Period: Within 10 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
The Contractor shall be assessed a Financial
Consequence of$2,000 if the State rejects a
resubmitted deliverable.
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Requirements:
1. The Agency Program Operation Plan shall: U
a. Outline the ongoing work and activities required to operate the Solution and
Services after the Agency Implementation Phase is completed.
b. Provide periodic schedules to monitor the work and activities outlined, per the
plan dates Delivery, Review, Requirements and Criteria included in each plan
listed in ID #2.
c. Provide adequate staffing to ensure uninterrupted operation of the Solution and
Services.
d. Provide tasks to ensure effective and efficient communication during the
Operation Phase. co
2. The Agency Program Operation Plan shall include the following Plans:
a. Program Disaster Recovery Plan
b. Solution Security Report
c. Agency Program Staffing Plan
d. Agency Customer Support Plan
e. Agency User Training Plan
Acceptance Criteria: Ln
1. The Agency Program Operation Plan contains:
a. An outline of the ongoing work and activities required to operate the Solution and
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Services after the Agency Implementation Phase is completed. cm
b. Periodic schedules to monitor the work and activities outlined
c. Adequate staffing to ensure uninterrupted operation of the Solution and co
Services.
d. Tasks to ensure effective and efficient communication during the Operation
Phase.
2. The Agency Program Operation Plan includes the:
a. Program Disaster Recovery Plan
b. Solution Security Report
c. Agency Program Staffing Plan co
d. Agency Customer Support Plan
e. Agency User Training Plan
Schedule of Deliverables
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Title: Agency Program Operation ID: 5
Date of Delivery: According to the Accepted Agency Program Operation Plan.
Review Cycle: According to the Accepted Agency Program Operation Plan.
Deliverable Type: Service SOW Section(s): 4.1.4 and 4.2
Deliverable Description: In cooperation with DFS and the Department, the Contractor shall
implement the Agency Program Operation Plan and begin providing the Agency Program
Operation Services.
Non-conformance Damages: The Contractor Correction Period: According to the
shall submit a Corrective Action Plan (CAP) if Accepted Agency Program Operation Plan.
the State issues a Notice of Deficiency.
The Contractor shall be assessed a Financial
Consequence of$500 if the State rejects a
resubmitted deliverable.
Requirements: U
1. The Requirements for this Deliverable will be specified in the Agency Program
Operation Plan.
Acceptance Criteria:
1. The Acceptance Criteria for this Deliverable will be specified in the Agency Program
Operation Plan.
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Purchasing Card Services
Contract No. 84121500-15-01 Page 9 of 58
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Title: Agency Program Staffing Plan ID: 6
Date of Delivery: Within 60 Business Days of the PMO's Acceptance of the Project Manager.
Review Cycle: Within 10 Business Days.
Deliverable Type: Documentation SOW Section(s): 4.3.1 —4.3.2
Deliverable Description: A document that details the staff necessary to support the Operation 3
Phase of the Agencies Program.
°
Non-Conformance Damages: Correction Period: Within 10 Business Days.
The Contractor shall submit a Corrective
Action Plan (CAP) if the State issues a Notice
of Deficiency.
Requirements:
1. The Agency Program Staffing Plan shall detail the Contractor's staffing levels, including
the Date(s) of Delivery, Review Cycle, Requirements, and Acceptance Criteria, to
support the requirements detailed in the: U,
a. Program Disaster Recovery Plan
b. Solution Security Report
c. Agency Customer Support Plan
d. Agency User Training Plan
°
Acceptance Criteria:
1. The Agency Program Staffing Plan details the Contractor's staffing levels to support the
requirements detailed in the:
a. Program Disaster Recovery Plan co
b. Solution Security Report
c. Agency Customer Support Plan
d. Agency User Training Plan
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Contract No. 84121500-15-01 Page 10 of 58
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Title: Agency Program Transition Plan ID: 7
Date of Delivery: Within 90 Business Days of the PMO's Acceptance of the Project Manager.
Review Cycle: Within 10 Business Days.
Deliverable Type: Documentation SOW Section(s): 5.1.1 - 5.1.2
Deliverable Description: A document that details all steps and requirements necessary to 3
close-out an Agency's participation in the Program created under this Contract should any
Agency elect to leave the Program or the Department elect to solicit for, and award, a Contract
for the provision of the Services and Solution with a new vendor.
Non-Conformance Damages: Correction Period: Within 10 Business Days.
The Contractor shall submit a Corrective
Action Plan (CAP) if the State issues a Notice
of Deficiency.
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Requirements:
1. The Agency Program Transition Plan shall: U
a. Outline the work required to close out and reconcile the Services and Solution
within the allotted transition time period.
b. Outline the work required to reconcile and close all Card Accounts and each
Agency's Corporate Account.
c. Provide realistic timeframes to complete the work outlined and adequate staff to
meet those timeframes, including the Date of Delivery, Review Cycle,
Requirements, and Acceptance Criteria.
d. Provide tasks to ensure effective and efficient communication during the
transition of services from the Contractor to the new vendor. co
e. Provide tasks identified in Section 15 of the Special Contract Conditions, Exhibit
C.
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Acceptance Criteria:
1. The Agency Program Transition Plan contains:
a. An outline of the work required to close out and reconcile the Services and
Solution within the allotted transition time period.
b. An outline of the work required to reconcile and close all Card Accounts and Ln
each Agency's Corporate Account.
c. Realistic timeframes to complete the work outlined and adequate staff to meet
those timeframes. cm
d. Tasks to ensure effective and efficient communication during the transition of
Services from the Contractor to the new vendor. co
e. Tasks identified in Section 15 of the Special Contract Conditions, Exhibit C.
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Title: Agency Program Transition Plan — Updates ID: 8
Date of Delivery: Annually upon the anniversary date of Acceptance of the Agency Program
Transition Plan by the PMO.
Review Cycle: Within 10 Business Days. '
Deliverable Type: Documentation SOW Section(s): 5.1.3 U)
Deliverable Description: A document that details all steps and requirements necessary to
close-out an Agency's participation in the Program created under this Contract should any
Agency elect to leave the Program or the Department elect to solicit for, and award, a Contract
for the provision of the Services and Solution with a new vendor.
Non-Conformance Damages: The Correction Period: Within 10 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
Requirements: U
1. The Contractor shall verify and update the Agency Program Transition Plan to ensure
that the information contained in it is still current and valid.
Acceptance Criteria:
1. The updated Agency Program Transition Plan contains:
a. An outline of the work required to close out and reconcile the Services and
Solution within the allotted transition time period.
b. An outline of the work required to reconcile and close all Card Accounts and
each Agency's Corporate Account. co
c. Realistic timeframes to complete the work outlined and adequate staff to meet
those timeframes.
d. Tasks to ensure effective and efficient communication during the transition of
Services from the Contractor to the new vendor.
e. Tasks identified in Section 15 of the Special Contract Conditions, Exhibit C.
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Title: Agency Program Transition ID: 9
Date of Delivery: Upon notice from the PMO and according to the Accepted Agency Program
Transition Plan.
Review Cycle: According to the Accepted Agency Program Transition Plan. '
Deliverable Type: Service SOW Section(s): 5.1.4 and 5.2
Deliverable Description: Upon notice from the PMO, and in cooperation with DFS and the
Department, the Contractor shall implement the Agency Program Transition Plan and begin
providing the Agency Program Transition Services.
Non-Conformance Damages: Correction Period: According to the
The Contractor shall submit a Corrective Accepted Agency Program Transition Plan.
Action Plan (CAP) if the State issues a Notice
of Deficiency.
The Contractor shall be assessed a Financial
Consequence of$1,000 if the State rejects a
resubmitted deliverable.
Requirements:
1. The Requirements for this Deliverable will be specified in the Agency Program
Transition Plan.
2
Acceptance Criteria:
1. The Acceptance Criteria for this Deliverable will be specified in the Agency Program
Transition Plan.
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Purchasing Card Services
Contract No. 84121500-15-01 Page 13 of 58
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Title: Customer Support— General ID: 10
Date of Delivery: Within 2 Business Days of the establishment of an Eligible User's Corporate
Account.
Review Cycle: Within 2 Business Days. '
Deliverable Type: Service SOW Section(s): 6.1.1 U)
Deliverable Description: The Contractor is responsible for assisting Eligible User Purchasing
Card Administrators with: all procedural and operational activities of the Program, difficulty or
issues in using the Solution, and all Cardholder issues that cannot be resolved in the Solution.
Non-Conformance Damages: Correction Period: Within 5 Business Days.
The Contractor shall submit a Corrective
Action Plan (CAP) if the State issues a Notice
of Deficiency.
Requirements: U
1. The Contractor shall provide the following Customer Support to all Eligible Users:
a. A toll-free number, and an online method for Eligible Users, available 24 hours, 7
days a week, for Cardholders and Purchasing Card Administrators to report
lost/stolen cards.
b. A toll-free number available 24 hours a day, 7 days a week, for emergency
assistance.
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Acceptance Criteria:
1. The Contractor provides the Customer Support required. co
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Title: Customer Support— OEU ID: 11
Date of Delivery: Within 2 Business Days of the establishment of an OEU's Corporate
Account.
Review Cycle: Within 2 Business Days. '
Deliverable Type: Service SOW Section(s): 6.2.1 U)
Deliverable Description: The Contractor shall provide Customer Support specific to OEU.
a
Non-Conformance Damages: The Correction Period: Within 5 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
Requirements:
1. The Contractor shall provide the following Customer Support to OEUs:
a. A toll-free number to a customer service representative to assist OEUs'
Purchasing Card Administrators with issues in using the Solution, available 8:00
A.M - 6:00 P.M. Eastern Time, excluding weekends and State of Florida
designated holidays.
b. A toll-free number to a customer service representative for the OEUs'
Purchasing Card Administrator's inquiries involving accounts, billing, and
Services from 8:00 A.M. to 6:00 P.M. Eastern Time, excluding weekends and
State of Florida designated holidays.
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Acceptance Criteria:
1. The Contractor provides the OEU Customer Support required. co
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Title: Customer Support—Agency ID: 12
Date of Delivery: According to the Accepted Agency Customer Support Plan.
Review Cycle: According to the Accepted Agency Customer Support Plan.
Deliverable Type: Service SOW Section(s): 6.3.1 —6.3.2
Deliverable Description: The Contractor shall provide Customer Support specific to Agencies.
Non-Conformance Damages: The Correction Period: According to the
Contractor shall submit a Corrective Action Accepted Agency Customer Support Plan.
Plan (CAP) if the State issues a Notice of
Deficiency.
Requirements:
1. The Contractor shall provide the following Customer Support to Agency Eligible Users:
a. A toll-free number to the Customer Service Representative for Agency
Purchasing Card Administrators available 8:00 A.M. - 6:00 P.M. Eastern Time,
excluding weekends and State of Florida designated holidays.
b. A toll-free number to the Customer Service Representative, Program Manager,
and Technical Representative for the Statewide Purchasing Card Administrator's
inquiries involving accounts, billing, and Services 8:00 A.M. - 6:00 P.M. Eastern
Time, excluding weekends and State of Florida designated holidays.
c. An email address for the Customer Service Representative to be used by
Agency Purchasing Card Administrators and the Statewide Purchasing Card
Administrator for handling administration, management, technical, and customer
service operations specific to Agency participation.
2. The Contractor shall provide security controls to identify Purchasing Card Administrators co
when they make Customer Support calls.
3. Additional Requirements for this Deliverable will be specified in the Agency Customer
Support Plan.
Acceptance Criteria:
1. The Contractor provides the Agency Customer Support required.
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Title: Agency Customer Support Plan ID: 13
Date of Delivery: Within 30 Business Days of the PMO's Acceptance of the Customer Service
Representative.
Review Cycle: Within 10 Business Days. '
Deliverable Type: Documentation SOW Section(s): 6.4.1 —6.4.4
Deliverable Description: A document containing the policies and procedures for Customer
Support that the Contractor provides to Agencies as part of the Program.
Non-Conformance Damages: The Correction Period: Within 10 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
Requirements:
1. The Agency Customer Support Plan shall provide details to meet the Customer Support
requirements below, including the Date(s) of Delivery, Review Cycle(s), Requirements, U,
and Acceptance Criteria for Agency Customer Support.
2. The Agency Customer Support Plan shall provide security controls for verifying the
identity of, prior to providing any information about the Program, the:
a. Statewide Purchasing Card Administrator
b. Agency Purchasing Card Administrators
c. Users
d. Cardholders
3. The Agency Customer Support Plan shall provide security controls to minimize risk of
unauthorized individuals from: co
a. Accessing confidential information
b. Cancelling existing, ordering new or replacement cards
c. Requesting modifications to Card Account Transaction & Charge Controls or
Merchant Category Code Restrictions
Acceptance Criteria:
1. The Agency Customer Support Plan provides details to meet the Customer Support
requirements below. Ln
2. The Agency Customer Support Plan provides security controls for verifying the identity
of, prior to providing any information about the Program, the:
a. Statewide Purchasing Card Administrator cm
b. Agency Purchasing Card Administrators
c. Users co
d. Cardholders
3. The Agency Customer Support Plan provides security controls to prevent unauthorized
individuals from:
a. Accessing confidential information
b. Cancelling existing, ordering new or replacement cards
c. Requesting modifications to Card Account Transaction & Charge Controls or
Merchant Category Code Restrictions co
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Purchasing Card Services
Contract No. 84121500-15-01 Page 17 of 58
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Title: OEU User Training Plan ID: 14
Date of Delivery: Within 60 Business Days of the PMO's Acceptance of the Project Manager.
Review Cycle: Within 10 Business Days.
Deliverable Type: Documentation SOW Section(s): 7.1.1, 7.1.2, 7.1.4, and
7.2.1
Deliverable Description: A document containing the Contractor's User Training on all aspects
of the Program, in all Program Phases that will be provided to OEUs.
Non-Conformance Damages: The Correction Period: Within 10 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
Requirements:
1. The OEU User Training Plan shall detail how the Contractor will use the following
methods and channels to most effectively train and refresh OEU Users: U,
a. Webinar training
b. On-demand online training
c. Written documentation
2. The Contractor, shall provide Role-specific User Training materials for all Users which
takes full advantage of the methods and channels described above.
3. The Contractor shall provide Role-specific User Training materials for the following
aspects of Solution functionality: 0
a. User Administration
b. Card Account Administration co
c. Transaction Approval & Transaction Approval Workflow Management
d. Supporting Documentation Management
e. Program Reporting
4. The OEU User Training Plan shall provide the Date(s) of Delivery, Review Cycle(s),
Requirements, and Acceptance Criteria for the OEU User Training.
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Acceptance Criteria:
1. The OEU User Training Plan details how the Contractor will use the following methods
and channels to most effectively train and refresh OEU Users:
a. Webinar training
b. On-demand online training
c. Written documentation
2. The Contractor provides Role-specific User Training materials for all Users which takes U)
full advantage of the methods and channels described above.
3. The Contractor provides Role-specific User Training materials for the following aspects
of Solution functionality: '
a. User Administration
b. Card Account Administration
c. Transaction Approval & Transaction Approval Workflow Management
d. Supporting Documentation Management
e. Program Reporting
4. The OEU User Training Plan contains the Date(s) of Delivery, Review Cycle(s), t'
Requirements, and Acceptance Criteria for the OEU User Training.
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Title: OEU User Training ID: 15
Date of Delivery: According to the Accepted OEU User Training Plan.
Review Cycle: According to the Accepted OEU User Training Plan.
Deliverable Type: Service SOW Section(s): 7.1.5 and 7.2.2
Deliverable Description: In cooperation with the appropriate participating OEU, the Contractor 3
shall implement the OEU User Training Plan.
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Non-Conformance Damages: Correction Period: According to the
The Contractor shall submit a Corrective Accepted OEU User Training Plan.
Action Plan (CAP) if the State issues a Notice
of Deficiency.
Requirements:
1. The Requirements for this Deliverable will be specified in the OEU User Training Plan.
Acceptance Criteria:
1. The Acceptance Criteria for this Deliverable will be specified in the OEU User Training
Plan.
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Title: OEU User Training Plan — Updates ID: 16
Date of Delivery: Annually upon the anniversary date of Acceptance of the OEU User Training
Plan by the PMO.
Review Cycle: Within 10 Business Days. '
Deliverable Type: Documentation SOW Section(s): 7.1.1, 7.1.2, 7.1.4, 7.2.1, U)
and 7.2.3
Deliverable Description: A document containing the Contractor's User Training on all aspects
of the Program, in all Program Phases that will be provided to OEUs.
Non-Conformance Damages: The Correction Period: Within 10 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
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Requirements:
1. The Contractor shall verify and update the OEU User Training Plan to ensure that the U
information contained in it is still current and valid.
Acceptance Criteria:
1. The OEU User Training Plan details how the Contractor will use the following methods
and channels to most effectively train and refresh OEU Users:
a. Webinar training
b. On-demand online training
c. Written documentation
2. The Contractor develops or provides Role-specific User Training Materials for all Users co
which takes full advantage of the methods and channels described above.
3. The Contractor develops and provides Role-specific User Training Materials for the
following aspects of Solution functionality:
a. User Administration
b. Card Account Administration
c. Transaction Approval & Transaction Approval Workflow Management
d. Supporting Documentation Management
e. Program Reporting Ln
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Contract No. 84121500-15-01 Page 21 of 58
Packet Pg. 327
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Title: Agency User Training Plan ID: 17
Date of Delivery: Within 30 Business Days of the PMO's Acceptance of the Project Manager.
Review Cycle: Within 10 Business Days.
Deliverable Type: Documentation SOW Section(s): 7.1.1- 7.1.4 and 7.3.1-7.3.3
Deliverable Description: A document containing the Contractor's User Training on all aspects 3
of the Program, in all Program Phases that will be provided to Agencies.
°
Non-Conformance Damages: The Correction Period: Within 10 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
Requirements:
1. The Agency User Training Plan shall detail how the Contractor will use the following
methods and channels to most effectively train and refresh Agency Users:
a. Classroom training U,
b. Webinar training
c. On-demand online training
d. Written documentation
2. The Contractor shall provide Role-specific User Training documentation for Users which
takes full advantage of the methods and channels described above.
3. The Contractor shall provide Role-specific User Training documentation for the following
aspects of Solution functionality: 0
a. User Administration
b. Card Account Administration co
c. Transaction Approval & Transaction Approval Workflow Management
d. Supporting Documentation Management
e. Program Reporting
4. The Agency User Training Plan shall provide the Date(s) of Delivery, Review Cycle(s),
Requirements, and Acceptance Criteria for the Agency User Training.
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Acceptance Criteria:
1. The Agency User Training Plan details how the Contractor will use the following
methods and channels to most effectively train and refresh Agency Users:
a. Classroom training
b. Webinar training
c. On-demand online training
d. Written documentation U)
2. The Contractor provides Role-specific User Training documentation for Users which
takes full advantage of the methods and channels described above.
3. The Contractor provides Role-specific User Training documentation for the following '
aspects of Solution functionality:
a. User Administration
b. Card Account Administration
c. Transaction Approval & Transaction Approval Workflow Management
d. Supporting Documentation Management
e. Program Reporting t�
4. The Agency User Training Plan contains the Date(s) of Delivery, Review Cycle(s),
Requirements, and Acceptance Criteria for the Agency User Training.
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Title: Agency User Training ID: 18
Date of Delivery: According to the Accepted Agency User Training Plan.
Review Cycle: According to the Accepted Agency User Training Plan.
Deliverable Type: Service SOW Section(s): 7.3.4
Deliverable Description: In cooperation with DFS and the Department, the Contractor shall 3
implement the Agency User Training Plan.
a
Non-Conformance Damages: The Correction Period: According to the
Contractor shall submit a Corrective Action Accepted Agency User Training Plan.
Plan (CAP) if the State issues a Notice of
Deficiency.
Requirements:
1. The Requirements for this Deliverable will be specified in the Agency User Training
Plan.
Acceptance Criteria:
1. The Acceptance Criteria for this Deliverable will be specified in the Agency User
Training Plan.
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Contract No. 84121500-15-01 Page 24 of 58
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Title: Agency User Training Plan - Updates ID: 19
Date of Delivery: Quarterly from the anniversary date of Acceptance of the Agency User
Training Plan by the PMO or within thirty (30) days notice from the PMO of updated State of
Florida Policy and Procedures.
Review Cycle: Within 10 Business Days.
U)
Deliverable Type: Documentation SOW Section(s): 7.1.1 - 7.1.4, 7.3.1, 7.3.2,
7.3.5 and 7.4.4
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Deliverable Description: A document containing the Contractor's User Training on all aspects
of the Program in all Program Phases that will be provided to Agencies.
Non-Conformance Damages: The Correction Period: Within 10 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
Requirements: U
1. The Contractor shall verify and update the Agency User Training Plan to ensure that the
information contained in it is still current and valid.
Acceptance Criteria:
1. The Agency User Training Plan details how the Contractor will use the following
methods and channels to most effectively train and refresh Agency Users:
a. Classroom training
b. Webinar training
c. On-demand online training co
d. Written documentation
2. The Contractor provides Role-specific User Training documentation for Users which
takes full advantage of the methods and channels described above.
3. The Contractor provides Role-specific User Training documentation for the following
aspects of Solution functionality:
a. User Administration
b. Card Account Administration
c. Transaction Approval & Transaction Approval Workflow Management Ln
d. Supporting Documentation Management
e. Program Reporting
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Title: Agency User Training Materials ID: 20
Date of Delivery: According to the Agency User Training Plan upon its Acceptance by the
PMO.
Review Cycle: According to the Agency User Training Plan upon its Acceptance by the PMO. '
Deliverable Type: Documentation SOW Section(s): 7.4.1 - 7.4.3 U)
Deliverable Description: Agency User Training Materials providing for comprehensive
solution-specific User Training
Non-Conformance Damages: The Correction Period: According to the Agency
Contractor shall submit a Corrective Action User Training Plan.
Plan (CAP) if the State issues a Notice of
Deficiency.
Requirements:
1. The Agency User Training Materials shall provide for comprehensive solution-specific
User Training, including: U,
a. Training in all aspects of Role-specific Solution functionality
b. Presentation of Contractor's guidelines
Acceptance Criteria:
1. Agency User Training Materials with the Contractor's provided training documentation to
be presented jointly by the Contractor and DFS' training staff at mutually agreeable
regularly scheduled training sessions. The Agency User Training Materials provide for
comprehensive solution-specific User Training, including:
a. Training in all aspects of Role-specific Solution functionality co
b. Presentation of Contractor's guidelines (policies and procedures)
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Purchasing Card Services
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Packet Pg. 332
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Title: Agency User Update Training ID: 21
Date of Delivery: Within thirty (30) days of an update to the Services or Solution and upon
request by the PMO.
Review Cycle: Within 10 Business Days. '
Deliverable Type: Service SOW Section(s): 7.4.5 U)
Deliverable Description: User training detailing the substance of the change and the effect it
will have on User functionality provided by the Contractor if the Contractor should implement an
update to the Services and Solution.
Non-Conformance Damages: The Correction Period: Within 10 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
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Requirements:
1. The Contractor shall provide User Training detailing the substance of any changes to U
the Solution and the effect it will have on User functionality.
Acceptance Criteria:
1. The Contractor provides User Training detailing the substance of any changes to the
Solution and the effect it will have on User functionality.
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 27 of 58
Packet Pg. 333
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Title: Program Disaster Recovery Plan ID: 22
Date of Delivery: Within 45 Business Days of the PMO's Acceptance of the Program Manager.
Review Cycle: Within 10 Business Days.
Deliverable Type: Documentation SOW Section(s): 8.1.1 —8.1.2
Deliverable Description: A document containing the process to restore computer operations
and business services after a natural disaster or a disaster resulting from sabotage, negligence,
or other major events.
Non-Conformance Damages: The Correction Period: Within 10 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
Requirements:
1. The Program Disaster Recovery Plan shall include all elements required for restoring
business operations to the State of Florida Purchasing Card Program, including: U,
a. Roles and responsibilities
b. Application and inventory profiles
c. Backup processes and procedures
d. Start-up and recovery procedures
2. The Program Disaster Recovery Plan shall provide the Date(s) of Delivery, Review
Cycle(s), Requirements, and Acceptance Criteria for Program Disaster Recovery.
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Acceptance Criteria:
1. The Program Disaster Recovery Plan includes all elements required for restoring co
business operations to the State of Florida Purchasing Card Program, including:
a. Roles and responsibilities
b. Application and inventory profiles
c. Backup processes and procedures
d. Start-up and recovery procedures
2. The Program Disaster Recovery Plan contains the Date(s) of Delivery, Review Cycle(s),
Requirements, and Acceptance Criteria for Program Disaster Recovery.
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Title: Program Disaster Recovery ID: 23
Date of Delivery: According to the Accepted Program Disaster Recovery Plan.
Review Cycle: According to the Accepted Program Disaster Recovery Plan.
Deliverable Type: Service SOW Section(s): 8.1.3—8.1.6
Deliverable Description: The process to restore computer operations and business services 3
after a natural disaster or a disaster resulting from sabotage, negligence, or other major events.
°
Non-Conformance Damages: Correction Period: According to the
The Contractor shall submit a Corrective Accepted Program Disaster Recovery Plan.
Action Plan (CAP) if the State issues a Notice
of Deficiency.
The Contractor shall be assessed a Financial
Consequence of$1,000 if the State rejects a
resubmitted deliverable.
Requirements: U
1. The Requirements for this Deliverable will be specified in the Program Disaster
Recovery Plan.
Acceptance Criteria:
1. The Acceptance Criteria for this Deliverable will be specified in the Program Disaster
Recovery Plan.
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 29 of 58
Packet Pg. 335
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Title: Program Disaster Recovery Plan - Updates ID: 24
Date of Delivery: Annually upon the anniversary date of Acceptance of the Program Disaster
Recovery Plan by the PMO.
Review Cycle: Within 10 Business Days. '
Deliverable Type: Documentation SOW Section(s): 8.1.6 U)
Deliverable Description: Updates to the document containing the process to restore computer
operations and business services after a natural disaster or a disaster resulting from sabotage,
negligence, or other major events.
Non-Conformance Damages: Correction Period: Within 10 Business Days.
The Contractor shall submit a Corrective
Action Plan (CAP) if the State issues a Notice
of Deficiency.
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Requirements:
1. The Contractor shall verify and update the Program Disaster Recovery Plan to ensure U
that the information contained in it is still current and valid.
Acceptance Criteria:
1. The Program Disaster Recovery Plan includes elements required for restoring business
operations to the State of Florida Purchasing Card Program, including:
a. Roles and responsibilities
b. Application and Inventory profiles
c. Backup processes and procedures
d. Start-up and Recovery procedures co
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 30 of 58
Packet Pg. 336
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Title: Solution Security Report ID: 25
Date of Delivery: Within 45 Business Days of the PMO's Acceptance of the Program Manager.
Review Cycle: Within 10 Business Days.
Deliverable Type: Documentation SOW Section(s): 8.2.1 - 8.2.2
Deliverable Description: Statement on Standards for Attestation Engagements No. 16
(SSAE16): Report on management's description of a service organization's system and the
suitability of the design and operating effectiveness of controls.
Non-Conformance Damages: The Correction Period: Within 10 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
Requirements:
1. The Contractor shall provide the SSAE16, or its equivalent if superceded or replaced.
Acceptance Criteria:
1. The Contractor provides the SSAE16, or its equivalent if superceded or replaced. B
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 31 of 58
Packet Pg. 337
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Title: Program Performance Measures Report ID: 26
Date of Delivery: As specified in the Statement of Work Section 16 requirements.
Review Cycle: Within 2 Business Days.
Deliverable Type: Documentation SOW Section(s): 9.1.1
Deliverable Description: A document containing the results of the Accepted Program 3
Performance Measures.
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Non-Conformance Damages: The Correction Period: Within 5 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
The Contractor shall be assessed a Financial
Consequence of$500 if the State rejects a
resubmitted deliverable.
Requirements: U
1. The Contractor shall provide reports to the Department's Contract Administrator
containing mutually agreed upon Accepted Program Performance Measures according
to the Statement of Work pursuant to Sections 9 and 16.
Acceptance Criteria:
1. The Contractor provides reports to the Department's Contract Administrator containing
mutually agreed upon Accepted Program Performance Measures, according to the
Statement of Work pursuant to Sections 9 and 16.
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 32 of 58
Packet Pg. 338
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Title: Monthly Spending Reports ID: 27
Date of Delivery: Within thirty (30) days following the closing of the preceding month.
Review Cycle: Within 2 Business Days.
Deliverable Type: Documentation SOW Section(s): 9.1.2
Deliverable Description: A document detailing the aggregate spending activity of each Eligible 3
User in the Program.
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Non-Conformance Damages: Correction Period: Within 5 Business Days.
The Contractor shall submit a Corrective
Action Plan (CAP) if the State issues a Notice
of Deficiency.
The Contractor shall be assessed a Financial
Consequence of$500 if the State rejects a
resubmitted deliverable.
Requirements: U
1. The Contractor shall provide monthly reports of the aggregate spending activity of each
Eligible User in the Program indicating the activity of each Program Eligible User to the
Department's Contract Administrator.
Acceptance Criteria:
1. The Contractor provides monthly reports of the aggregate spending activity of each
Eligible User in the Program indicating the activity of each Program Eligible User to the
Department's Contract Administrator.
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 33 of 58
Packet Pg. 339
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Title: Contract Review Meetings ID: 28
Date of Delivery: Quarterly meetings mutually scheduled by the Department's Contract
Administrator and Contractor.
Review Cycle: Within 2 Business Days. '
Deliverable Type: Service SOW Section(s): 9.2.1 —9.2.4
Deliverable Description: A regular meeting of the Contractor, including Key Personnel, and
the PMO to evaluate the state of the Program.
Non-Conformance Damages: Correction Period: Within 5 Business Days.
The Contractor shall submit a Corrective
Action Plan (CAP) if the State issues a Notice
of Deficiency.
The Contractor shall be assessed a Financial
Consequence of$500 if the State rejects a
resubmitted deliverable.
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Requirements:
1. The Contractor, including Key Personnel as needed, shall meet with the PMO to assess
the Program, at least quarterly, in a Contract Review Meeting.
2. The Contractor shall submit proposed agenda items for each Contract Review Meeting
to the Department's Contract Administrator at least seven (7) Business Days prior to the
meeting.
3. The Contractor shall implement any remedies for any identified Contract issues
formulated during the Contract Review Meetings within the timelines set during the
Meetings. co
Acceptance Criteria:
1. The Contractor, including Key Personnel as needed, meets with the PMO to assess the
Program.
2. The Contractor submits proposed agenda items for each Contract Review Meeting to
the Department's Contract Administrator at least seven (7) Business Days prior to the
meeting.
3. The Contractor implements any remedies for any identified Contract issues formulated Ln
during the Contract Review Meetings within the timelines set during the Meetings.
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 34 of 58
Packet Pg. 340
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Title: Agency Card Design ID: 29
Date of Delivery: Within 45 Business Days of the PMO's Acceptance of the Project Manager
except for custom cards as defined within the Statement of Work Section 10.
Review Cycle: Within 10 Business Days. '
Deliverable Type: Documentation SOW Section(s): 10.1 - 10.2 U)
Deliverable Description: A document containing the details of the Agency PCard Design.
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Non-Conformance Damages: Correction Period: Within 10 Business Days.
The Contractor shall submit a Corrective
Action Plan (CAP) if the State issues a Notice
of Deficiency.
The Contractor shall be assessed a Financial
Consequence of$500 if the State rejects a
resubmitted deliverable.
Requirements: Subject to field requirements and limitations, U
1. Cards issued to Agencies shall be embossed with the individual employee's name, as
indicated in the Solution by the Purchasing Card Administrator.
2. Cards issued to Agencies shall be embossed with the account number and card
expiration date.
3. Cards issued to Agencies shall have the following printed elements:
a. The State's official seal shall be printed on the face of the Card.
b. The name, "STATE OF FLORIDA", shall be printed on the face of the Card.
c. The phrase, "FOR OFFICIAL USE ONLY", shall be printed on the face of the
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d. The phrase, "PURCHASING CARD", shall be printed on the face of the Card.
e. The phrase, "TAX EXEMPT", shall be printed on the face of the Card.
f. The Agency's tax-exempt number shall be printed on the face of the Card.
4. The Brand Emblem (Visa or MasterCard) shall be displayed on the face of the Card.
5. There shall be no reference to Automatic Teller Machines "ATM" or other advertising on
Cards issued to Agency Eligible Users.
Acceptance Criteria: Subject to field requirements and limitations, Ln
1. Cards issued to Agencies are embossed with the individual employee's name, as
indicated in the Solution by the Purchasing Card Administrator.
2. Cards issued to Agencies are embossed with the account number and card expiration cm
date.
3. Cards issued to Agencies have the following printed elements: co
a. The State's official seal is printed on the face of the Card.
b. The name, "STATE OF FLORIDA", is printed on the face of the Card.
c. The phrase, "FOR OFFICIAL USE ONLY", is printed on the face of the Card.
d. The phrase, "PURCHASING CARD", is printed on the face of the Card.
e. The phrase, "TAX EXEMPT", is printed on the face of the Card.
f. The Agency's tax-exempt number is printed on the face of the Card.
g. The Brand Emblem (Visa or MasterCard) is displayed on the face of the Card. co
4. There is no reference to Automatic Teller Machines "ATM" or other advertising on Cards
issued to Agency Eligible Users.
Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 35 of 58
Packet Pg. 341
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Title: OEU Card Design ID: 30
Date of Delivery: Within 45 Business Days of the PMO's Acceptance of the Project Manager
except for custom cards as defined within the Statement of Work Section 10.
Review Cycle: Within 10 Business Days. '
Deliverable Type: Documentation SOW Section(s): 10.3.5
Deliverable Description: A document containing the Contractor's options for OEU PCard
Designs.
Non-Conformance Damages: The Correction Period: Within 15 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
Requirements:
1. Cards issued to OEUs may have the following printed elements: Subject to field
requirements and limitations, U,
a. An official seal, if requested, shall be printed on the face of the Card.
b. The name of the OEU, if requested, shall be printed on the face of the Card.
c. The phrase, if requested, "FOR OFFICIAL USE ONLY", shall be printed on the
face of the Card.
d. The phrase, if requested, "PURCHASING CARD", shall be printed on the face of
the Card.
e. The phrase, if requested, "TAX EXEMPT", shall be printed on the face of the
Card.
f. The OEU's tax-exempt number, if requested, shall be printed on the face of the co
Card.
g. The Brand Emblem (Visa or MasterCard) shall be displayed on the face of the
Card.
Acceptance Criteria:
1. Cards issued to OEUs have the requested printed elements: Subject to field requirements
and limitations, Ln
a. An official seal, if requested, is printed on the face of the Card.
b. The name of the OEU, if requested, is printed on the face of the Card.
c. The phrase, if requested, "FOR OFFICIAL USE ONLY",is printed on the face of cm
the Card.
d. The phrase, if requested, "PURCHASING CARD", is printed on the face of the co
Card.
e. The phrase, if requested, "TAX EXEMPT", is printed on the face of the Card.
f. The OEU's tax-exempt number, if requested, is printed on the face of the Card.
g. The Brand Emblem (Visa or MasterCard) is displayed on the face of the Card.
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 36 of 58
Packet Pg. 342
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Title: Card Issuance ID: 31
Date of Delivery: Card will be issued within 3 Business Days, except in the case of a custom
card or an initial program issuance.
Review Cycle: Within 10 Business Days. '
Deliverable Type: Service SOW Section(s): 1.1.1 and 10
Deliverable Description: The process by which the Contractor creates and issues plastic
PCards as instructed by the Eligible User in the Solution.
Non-Conformance Damages: The Correction Period: Within 10 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
The Contractor shall be assessed a Financial
Consequence of$1,000 if the State rejects a
resubmitted deliverable.
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Requirements:
1. The Requirements for this Deliverable are specified in Sections 1.1.1 and 10 of the
Statement of Work.
Acceptance Criteria:
1. Cards issued by the Contractor meet the Requirements specified in Sections 1.1.1 and 10
of the Statement of Work.
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 37 of 58
Packet Pg. 343
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Title: FLAIR Data Integration Plan ID: 32
Date of Delivery: Within 60 Business Days of the PMO's Acceptance of the Project Manager.
Review Cycle: Within 10 Business Days.
Deliverable Type: Documentation SOW Section(s): 11.1.1 — 11.1.3, and 11.9
Deliverable Description: A document detailing the specifications, timeframes for development, 3
and a successful test validation of the required files.
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Non-Conformance Damages: Correction Period: Within 10 Business Days.
The Contractor shall submit a Corrective
Action Plan (CAP) if the State issues a Notice
of Deficiency.
The Contractor shall be assessed a Financial
Consequence of$2,000 if the State rejects a
resubmitted deliverable.
Requirements: U
1. The FLAIR Data Integration Plan shall include the formats and specifications for the
following files:
a. FLAIR Data Validation File
b. Payment Settlement File
c. Payment Settlement Error File
d. Automated Clearing House (ACH) File
e. Charge Data File
f. Scanned Images File (when functionality is available)
2. The FLAIR Data Integration Plan shall also: co
a. Provide a schedule for the FLAIR Data Integration.
b. Outline the work required to modify the Solution and integrate the FLAIR Data
Elements required for validation and transmission within the allotted
implementation time period.
c. Provide realistic timeframes to complete the work outlined.
d. Provide adequate staff to meet those timeframes.
e. Provide tasks to ensure effective and efficient communication during the
implementation and deployment of the Services and Solution to all Agencies. Ln
3. The FLAIR Data Integration Plan shall provide the Date(s) of Delivery, Review Cycle(s),
Requirements, and Acceptance Criteria for FLAIR Data Integration. Ln
4. When new functionality is available or if Section 11.9, Statement of Work, is triggered,
the FLAIR Data Integration Plan shall be updated. I co
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 38 of 58
Packet Pg. 344
C.3.b
Acceptance Criteria:
1. The FLAIR Data Integration Plan includes the formats and specifications for the
following files:
a. FLAIR Data Validation File
b. Payment Settlement File
c. Payment Settlement Error File
d. Automated Clearing House (ACH) File U)
e. Charge Data File
f. Scanned Images File (when functionality is available)
2. The FLAIR Data Integration Plan also contains: '
a. A schedule for the FLAIR Data Integration
b. An outline of the work required to modify the Solution and integrate the FLAIR
Data Elements required for validation and transmission within the allotted
implementation time period.
c. Realistic timeframes to complete the work outlined.
d. Adequate staff to meet those timeframes. t'
e. Tasks to ensure effective and efficient communication during the implementation
and deployment of the Services and Solution to all Agencies
3. The FLAIR Data Integration Plan contains the Date(s) of Delivery, Review Cycle(s),
Requirements, and Acceptance Criteria for FLAIR Data Integration.
4. When new functionality is available or if Section 11.9, Statement of Work, is triggered,
the FLAIR Data Integration Plan is updated.
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 39 of 58
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Title: FLAIR Data Integration ID: 33
Date of Delivery: According to the Accepted FLAIR Data Integration Plan.
Review Cycle: According to the Accepted FLAIR Data Integration Plan.
Deliverable Type: Service SOW Section(s): 8.4 and 11.1.4
Deliverable Description: The process by which the Contractor creates and routinely transfers 3
several files between the Solution and FLAIR on a periodic basis.
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Non-Conformance Damages: Correction Period: According to the
The Contractor shall submit a Corrective Accepted FLAIR Data Integration Plan.
Action Plan (CAP) if the State issues a Notice
of Deficiency.
The Contractor shall be assessed a Financial
Consequence of$2,000 if the State rejects a
resubmitted deliverable.
Requirements: U
1. The Requirements for this Deliverable will be specified in the FLAIR Data Integration
Plan.
Acceptance Criteria:
1. The Acceptance Criteria for this Deliverable will be specified in the FLAIR Data
Integration Plan.
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 40 of 58
Packet Pg. 346
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Title: FLAIR Data Validation File ID: 34
Date of Delivery: According to the Accepted FLAIR Data Integration Plan.
Review Cycle: According to the Accepted FLAIR Data Integration Plan.
Deliverable Type: Electronic File SOW Section(s): 8.4 and 11.2
Deliverable Description: An electronic file, transmitted to the Contractor by DFS, containing all
information necessary for to the Contractor's Solution to validate required accounting (FLAIR)
data elements.
Non-Conformance Damages: The Correction Period: According to the
Contractor shall submit a Corrective Action Accepted FLAIR Data Integration Plan.
Plan (CAP) if the State issues a Notice of
Deficiency.
The Contractor shall be assessed a Financial
Consequence of$2,000 if the State rejects a
resubmitted deliverable.
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Requirements:
1. The Solution shall receive and store the Accounting Data Elements provided by DFS in
the FLAIR Data Validation File.
2. Additional requirements for this Deliverable will be specified in the FLAIR Data
Integration Plan.
3. The Contractor shall provide Error Resolution Procedures for the FLAIR Data Validation
File.
Acceptance Criteria: co
1. The Solution receives and stores the Accounting Data Elements provided by DFS in the
FLAIR Data Validation File.
2. The Acceptance Criteria for this Deliverable will be specified in the FLAIR Data
Integration Plan.
3. The Contractor provides Error Resolution Procedures for the FLAIR Data Validation
File.
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 41 of 58
Packet Pg. 347
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Title: Payment Settlement File ID: 35
Date of Delivery: According to the Accepted FLAIR Data Integration Plan.
Review Cycle: According to the Accepted FLAIR Data Integration Plan.
Deliverable Type: Electronic File SOW Section(s): 8.4 and 11.3
Deliverable Description: An electronic file, transmitted to DFS by the Contractor, containing 3
State of Florida accounting information for all Agency Transactions processed in the
Contractor's Solution. The Payment Settlement File allows for verification of accounting
controls in FLAIR before payment is made to the Contractor.
Non-Conformance Damages: Correction Period: According to the
The Contractor shall submit a Corrective Accepted FLAIR Data Integration Plan.
Action Plan (CAP) if the State issues a Notice
of Deficiency.
The Contractor shall be assessed a Financial
Consequence of$2,000 if the State rejects a
resubmitted deliverable.
Requirements:
1. The Solution shall transmit to DFS in the Payment Settlement File, on the night following
each Business Day, the Accounting Entries associated to each approved Transaction.
2. Additional requirements for this Deliverable will be specified in the FLAIR Data
Integration Plan.
3. The Contractor shall provide Error Resolution Procedures for the Payment Settlement
File.
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Acceptance Criteria:
1. The Solution transmits to DFS in the Payment Settlement File, on the night following
each Business Day, the Accounting Entries associated to each approved Transaction.
2. The Acceptance Criteria for this Deliverable will be specified in the FLAIR Data
Integration Plan.
3. The Contractor provides Error Resolution Procedures for the Payment Settlement File.
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 42 of 58
Packet Pg. 348
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Title: Payment Settlement Error File ID: 36
Date of Delivery: According to the Accepted FLAIR Data Integration Plan.
Review Cycle: According to the Accepted FLAIR Data Integration Plan.
Deliverable Type: Electronic File SOW Section(s): 8.4 and 11.4.1
Deliverable Description: An electronic file, transmitted to the Contractor by DFS, containing 3
Agency Transactions in the Payment Settlement File that were rejected by FLAIR.
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Non-Conformance Damages: The Correction Period: According to the
Contractor shall submit a Corrective Action Accepted FLAIR Data Integration Plan.
Plan (CAP) if the State issues a Notice of
Deficiency.
The Contractor shall be assessed a Financial
Consequence of$2,000 if the State rejects a
resubmitted deliverable.
Requirements: U
1. The Solution shall receive from DFS, process, and store the Payment Settlement Error
File.
2. Additional requirements for this Deliverable will be specified in the FLAIR Data
Integration Plan.
3. The Contractor shall provide Error Resolution Procedures for the Payment Settlement
Error File.
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Acceptance Criteria:
1. The Solution receives from DFS, processes, and stores the Payment Settlement Error co
File.
2. The Acceptance Criteria for this Deliverable will be specified in the FLAIR Data
Integration Plan.
3. The Contractor provides Error Resolution Procedures for the Payment Settlement Error
File.
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 43 of 58
Packet Pg. 349
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Title: Automated Clearing House (ACH) File ID: 37
Date of Delivery: According to the Accepted FLAIR Data Integration Plan.
Review Cycle: According to the Accepted FLAIR Data Integration Plan.
Deliverable Type: Electronic File SOW Section(s): 8.4 and 11.5
Deliverable Description: An electronic file, produced by FLAIR and transmitted to the State's
treasury provider by DFS, which contains payment information and is used to settle account
balances with the Contractor.
Non-Conformance Damages: Correction Period According to the Accepted
The Contractor shall submit a Corrective FLAIR Data Integration Plan.
Action Plan (CAP) if the State issues a Notice
of Deficiency.
The Contractor shall be assessed a Financial
Consequence of$1,000 if the State rejects a
resubmitted deliverable.
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Requirements:
1. The Contractor shall receive from DFS, process, and store the ACH File as payment
against each Agency Corporate Account's outstanding balance.
2. Additional requirements for this Deliverable will be specified in the FLAIR Data
Integration Plan.
3. The Contractor shall provide Error Resolution Procedures for the ACH File.
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Acceptance Criteria:
1. The Contractor receives from DFS, processes, and stores the ACH File as payment co
against each Agency Corporate Account's outstanding balance.
2. The Acceptance Criteria for this Deliverable will be specified in the FLAIR Data
Integration Plan.
3. The Contractor provides Error Resolution Procedures for the ACH File.
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 44 of 58
Packet Pg. 350
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Title: Charge Data File ID: 38
Date of Delivery: According to the Accepted FLAIR Data Integration Plan.
Review Cycle: According to the Accepted FLAIR Data Integration Plan.
Deliverable Type: Electronic File SOW Section(s): 8.4 and 11.6
Deliverable Description: An electronic file containing line item level detail of all Agency
transactions. The Charge Data File includes payment card industry standard Level 3 data,
when available.
Non-Conformance Damages: Correction Period: According to the
The Contractor shall submit a Corrective Accepted FLAIR Data Integration Plan.
Action Plan (CAP) if the State issues a Notice
of Deficiency.
The Contractor shall be assessed a Financial
Consequence of$1,000 if the State rejects a
resubmitted deliverable.
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Requirements:
1. The Contractor shall transmit the Charge Data File to the Information Warehouse on a
mutually agreed upon regular basis.
2. The Charge Data File shall include data elements agreed upon by DFS and the
Contractor.
3. The Charge Data File shall be transferred to the Information Warehouse in a manner
allowing the Charge File to be electronically associated with the appropriate Scanned
Images File data.
4. Additional requirements for this Deliverable will be specified in the FLAIR Data co
Integration Plan.
5. The Contractor shall provide Error Resolution Procedures for the Charge Data File.
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Acceptance Criteria:
1. The Contractor transmits the Charge Data File to the Information Warehouse on a
mutually agreed upon regular basis.
2. The Charge Data File includes data elements agreed upon by DFS and the Contractor.
3. The Charge Data File is transferred to the Information Warehouse in a manner allowing Ln
the Charge File to be electronically associated with the appropriate Scanned Images File
data.
4. Additional requirements for this Deliverable will be specified in the FLAIR Data CM
Integration Plan.
5. The Contractor provides Error Resolution Procedures for the Charge Data File. co
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Purchasing Card Services
Contract No. 84121500-15-01 Page 45 of 58
Packet Pg. 351
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Title: Scanned Images File ID: 39
Date of Delivery: According to the Accepted FLAIR Data Integration Plan when functionality is
available.
Review Cycle: According to the Accepted FLAIR Data Integration Plan when functionality is '
available.
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Deliverable Type: Electronic File SOW Section(s): 8.4 and 11.7
Deliverable Description: An electronic file containing all images electronically attached or
associated to Agency Transactions processed through the Contractor's Solution.
Non-Conformance Damages: Correction Period: According to the
The Contractor shall submit a Corrective Accepted FLAIR Data Integration Plan when
Action Plan (CAP) if the State issues a Notice functionality is available.
of Deficiency.
The Contractor shall be assessed a Financial
Consequence of$1,000 if the State rejects a
resubmitted deliverable.
Requirements:
1. The Contractor shall transmit the Scanned Images File to the Information Warehouse
on a mutually agreed upon regular basis.
2. The Scanned Images File shall be transferred to the Information Warehouse in a
manner allowing the Supporting Documentation containing a unique transaction ID in
common with the appropriate Charge Data File data.
3. Additional requirements for this Deliverable will be specified in the FLAIR Data
Integration Plan. co
4. The Contractor shall provide Error Resolution Procedures for the Scanned Images File,
when functionality is available.
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Acceptance Criteria:
1. The Contractor transmits the Scanned Images File to the Information Warehouse on a
mutually agreed upon regular basis.
2. The Scanned Images File is transferred to the Information Warehouse in a manner
allowing the Supporting Documentation containing a unique transaction ID in common Ln
with the appropriate Charge Data File data.
3. Additional requirements for this Deliverable will be specified in the FLAIR Data
Integration Plan. CM
4. The Contractor provides Error Resolution Procedures for the Scanned Images File,
when functionality is available. co
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Schedule of Deliverables
Purchasing Card Services
Contract No. 84121500-15-01 Page 46 of 58
Packet Pg. 352
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Title: Agency Enrollment Plan ID: 40
Date of Delivery: Within 45 Business Days the FLAIR Data Integration Plan Acceptance
Review Cycle: Within 10 Business Days.
Deliverable Type: Documentation SOW Section(s): 12.1.1, 12.2.1 — 12.4.2
Deliverable Description: A document detailing all tasks and providing a schedule for the 3
completion of those tasks required to enroll and establish each Agency in the Program.
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Non-Conformance Damages: Correction Period: Within 10 Business Days.
The Contractor shall submit a Corrective
Action Plan (CAP) if the State issues a Notice
of Deficiency.
Requirements:
1. The Agency Enrollment Plan shall detail all aspects of Solution Deployment, including:
a. The roll-out schedule for an Agency
b. Tasks for setting up a Corporate Account number for each Agency
c. Contact information and roles and responsibilities for all Contractor Program
Support Staff
d. Solution access set-up and testing
2. The Agency Enrollment Plan shall coverall aspects of Initial Agency User Training,
including:
a. The schedule, with dates and locations, for Program and Solution User Training
b. Demonstration of the Solution, if requested by the Agency
c. User Training in compliance with the requirements set forth in Section 7 of the
SOW. co
3. The Agency Enrollment Plan shall cover all aspects of Card Account Establishment,
including:
a. A list of tasks for Card Issuance prior to each Agency's transfer to the Program
b. Program forms (electronic access)
c. Customer Support for Card Account creation
d. Customer Support for Card Account Transaction & Charge Limits
e. Customer Support for Card Account Merchant Category Restrictions
f. Card Account issuance options Ln
g. Card Production & Issuance
h. Card Account Activation
4. The Agency Enrollment Plan shall provide the Date(s) of Delivery, Review Cycle(s), cm
Requirements, and Acceptance Criteria for Agency Enrollment. co
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Purchasing Card Services
Contract No. 84121500-15-01 Page 47 of 58
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C.3.b
Acceptance Criteria:
1. The Agency Enrollment Plan details all aspects of Solution Deployment, including:
a. The roll-out schedule for an Agency
b. Tasks for setting up a Corporate Account number for each Agency
c. Contact information and roles and responsibilities for all Contractor Program
Support Staff
d. Solution access set-up and testing U)
2. The Agency Enrollment Plan details all aspects of Initial Agency User Training,
including:
a. The schedule, with dates and locations, for Program and Solution User Training 2M
b. Demonstration of the Solution, if requested by the Agency
c. User Training in compliance with the requirements set forth in Section 7 of the
Sow.
3. The Agency Enrollment Plan details all aspects of Card Account Establishment,
including:
a. A list of tasks for Card Issuance prior to each Agency's transfer to the Program t'
b. Program forms (electronic access)
c. Customer Support for Card Account creation
d. Customer Support for Card Account Transaction & Charge Limits
e. Customer Support for Card Account Merchant Category Restrictions
f. Card Account issuance options
g. Card Production & Issuance
h. Card Account Activation
4. The Agency Enrollment Plan contains the Date(s) of Delivery, Review Cycle(s),
Requirements, and Acceptance Criteria for Agency Enrollment.
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Title: Agency Enrollment ID: 41
Date of Delivery: According to the Accepted Agency Enrollment Plan.
Review Cycle: According to the Accepted Agency Enrollment Plan.
Deliverable Type: Service SOW Section(s): 12.1.2
Deliverable Description: The process of the Contractor enrolling an Agency in the Program.
Non-Conformance Damages: The Correction Period: According to the
Contractor shall submit a Corrective Action Accepted Agency Enrollment Plan.
Plan (CAP) if the State issues a Notice of
Deficiency.
The Contractor shall be assessed a Financial
Consequence of$1,000 if the State rejects a
resubmitted deliverable.
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Requirements:
1. The Requirements for this Deliverable will be specified in the Agency Enrollment Plan.
Acceptance Criteria:
1. The Acceptance Criteria for this Deliverable is found in the Agency Enrollment Plan. CL
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Title: OEU Program Implementation Plan ID: 42
Date of Delivery: Within 60 Business Days of the PMO's Acceptance of the Project Manager.
Review Cycle: Within 10 Business Days.
Deliverable Type: Documentation SOW Section(s): 13.1.1 - 13.1.6
Deliverable Description: A document that details all steps and requirements necessary to set 3
up an OEU in the Program.
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Non-Conformance Damages: The Correction Period: Within 10 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
Requirements:
1. The OEU Program Implementation Plan shall contain comprehensive information
detailing all steps and tasks required to enroll an OEU in the program, and all options
that OEUs have under the Contract, including the Date of Delivery, Review Cycle, U,
Requirements, and Acceptance Criteria of Implementation.
2. The Contractor shall create the OEU Program Implementation Plan to accommodate
both:
a. Initial Deployment of Solution and Services to current OEUs
b. Ongoing Deployment of Solution and Services to future OEUs
3. The OEU Program Implementation Plan shall cover all aspects of User Training that the
Contractor will provide to OEUs who elect to participate in the Program, both present 0
and future, including:
a. Demonstration and Pilot, if requested by the OEU co
b. Sample instructional guidebooks
c. Contractor's Guidelines (Policies and Procedures)
d. Contractor provided training materials (electronic access)
4. The OEU Program Implementation Plan shall cover all aspects of Solution Deployment
to OEUs who elect to participate in the Program, both present and future, including:
a. The roll-out schedule for OEUs
b. The schedule, with dates and locations, for program and technology solution
training Ln
c. Tasks for setting up a corporate account number for OEU
d. Tasks for mapping the Solution to interface with OEU accounting system(s) Ln
e. A list of tasks for card issuance prior to each OEU's transfer to the Program cm
5. The OEU Program Implementation Plan shall cover all aspects of Card Issuance, co
including:
a. Program forms (electronic access)
b. Testing Card controls and issuance options
c. Card Account set-up
d. Card Account production and distribution
e. Card Account activation
f. Account follow-up co
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Contract No. 84121500-15-01 Page 50 of 58
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Acceptance Criteria:
1. The OEU Program Implementation Plan contains comprehensive information detailing
all steps and tasks required to enroll an OEU in the program, and all options that OEUs
have under the Contract, including the Date of Delivery, Review Cycle, Requirements,
and Acceptance Criteria of Implementation.
2. The Contractor creates the OEU Program Implementation Plan to accommodate both:
a. Initial Deployment of Solution and Services to current OEUs U)
b. Ongoing Deployment of Solution and Services to future OEUs
3. The OEU Program Implementation Plan covers all aspects of User Training that the
Contractor will provide to OEUs who elect to participate in the Program, both present '
and future, including:
a. Demonstration and Pilot, if requested by the OEU
b. Sample instructional guidebooks
c. Contractor's Guidelines (Policies and Procedures)
d. Contractor's training materials (electronic access)
4. The OEU Program Implementation Plan covers all aspects of Solution Deployment to t'
OEUs who elect to participate in the Program, both present and future, including:
a. The roll-out schedule for OEUs
b. The schedule, with dates and locations, for program and technology solution
training
c. Tasks for setting up a corporate account number for each OEU
d. Tasks for mapping the Solution to interface with OEU accounting system(s) a
e. A list of tasks for card issuance prior to each OEU's transfer to the Program
5. The OEU Program Implementation Plan covers all aspects of Card Issuance, including:
a. Program forms (electronic)
b. Testing Card controls and issuance options
c. Card Account set-up co
d. Card Account production and distribution
e. Card Account activation
f. Account follow-up
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Title: OEU Program Implementation ID: 43
Date of Delivery: According to the Accepted OEU Program Implementation Plan.
Review Cycle: According to the Accepted OEU Program Implementation Plan.
Deliverable Type: Service SOW Section(s): 13.1.7
Deliverable Description: In cooperation with the appropriate participating OEU, the Contractor
shall implement the OEU Implementation Plan and begin providing the OEU Program
Implementation Services to the participating OEU.
Non-Conformance Damages: The Correction Period: According to the
Contractor shall submit a Corrective Action Accepted OEU Program Implementation Plan.
Plan (CAP) if the State issues a Notice of
Deficiency.
Requirements:
1. The Requirements for this Deliverable will be specified in the OEU Implementation Plan.
Acceptance Criteria:
1. The Acceptance Criteria for this Deliverable will be specified in the OEU Implementation
Plan.
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Title: OEU Program Operation Plan ID: 44
Date of Delivery: Within 90 Business Days of the PMO's Acceptance of the Project Manager.
Review Cycle: Within 10 Business Days.
Deliverable Type: Documentation SOW Section(s): 14.1.1 - 14.1.2
Deliverable Description: A document that details all aspects of the OEU Program Operation. U'
Non-Conformance Damages: The Correction Period: Within 10 Business Days.
Contractor shall submit a Corrective Action
Plan (CAP) if the State issues a Notice of
Deficiency.
Requirements:
1. The OEU Program Operation Plan shall:
a. Outline the ongoing work and activities required to operate the offered Solution
and Services after the Implementation Phase, including the Date of Delivery,
Review Cycle, Requirements, and Acceptance Criteria of Operation Services. U,
b. Provide periodic schedules to monitor the work and activities outlined.
c. Provide adequate staffing to ensure uninterrupted operation of the Solution and
Services.
d. Provide tasks to ensure effective and efficient communication during the
Operation Phase.
Acceptance Criteria:
1. The OEU Program Operation Plan contains:
a. An outline of the ongoing work and activities required to operate the offered co
Solution and Services after the Implementation Phase, including the Date of
Delivery, Review Cycle, Requirements, and Acceptance Criteria of Operation
Services.
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b. Periodic schedules to monitor the work and activities outlined.
c. Adequate staffing to ensure uninterrupted operation of the Solution and
Services.
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d. Tasks to ensure effective and efficient communication during the Operation
Phase. Ln
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Title: OEU Program Operation ID: 45
Date of Delivery: According to the Accepted OEU Program Operation Plan.
Review Cycle: According to the Accepted OEU Program Operation Plan.
Deliverable Type: Service SOW Section(s): 14.1.3— 14.2.1
Deliverable Description: In cooperation with the appropriate participating OEU, the Contractor
shall implement the OEU Program Operation Plan and begin providing the OEU Program
Operation Services to the participating OEU.
Non-Conformance Damages: Correction Period: According to the
The Contractor shall submit a Corrective Accepted OEU Program Operation Plan.
Action Plan (CAP) if the State issues a Notice
of Deficiency.
Requirements:
1. The Requirements for this Deliverable will be specified in the OEU Program Operation
Plan. U,
Acceptance Criteria:
1. The Acceptance Criteria for this Deliverable will be specified in the OEU Program
Operation Plan.
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Purchasing Card Services
Contract No. 84121500-15-01 Page 54 of 58
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Title: OEU Program Transition Plan ID: 46
Date of Delivery: Within 90 Business Days of the PMO's Acceptance of the Project Manager.
Review Cycle: Within 10 Business Days.
Deliverable Type: Documentation SOW Section(s): 15.1.1 - 15.1.2
Deliverable Description: A document that details all steps and requirements necessary to
close-out an OEU's participation in the Program created under this Contract should any OEU
elect to leave the Program or the Department elect to solicit for, and award, a Contract for the
provision of the Services and Solution with a new vendor.
Non-Conformance Damages: Correction Period: Within 10 Business Days.
The Contractor shall submit a Corrective
Action Plan (CAP) if the State issues a Notice
of Deficiency.
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Requirements:
1. The OEU Program Transition Plan shall: U
a. Outline the work required to close out and reconcile the Services and Solution
within a reasonable transition time period, including the Date of Delivery, Review
Cycle, Requirements, and Acceptance Criteria of Transition Services.
b. Outline the work required to reconcile and close all Card Accounts and each
OEU's Corporate Account.
c. Provide realistic timeframes to complete the work outlined and adequate staff to
meet those timeframes.
d. Provide tasks to ensure effective and efficient communication during the
transition of services. co
Acceptance Criteria:
1. The OEU Program Transition Plan contains:
a. An outline of the work required to close out and reconcile the Services and
Solution within a reasonable transition time period, including the Date of
Delivery, Review Cycle, Requirements, and Acceptance Criteria of Transition
Services.
b. An outline of the work required to reconcile and close all Card Accounts and Ln
each OEU's Corporate Account.
c. Realistic timeframes to complete the work outlined and adequate staff to meet
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those timeframes. cm
d. Tasks to ensure effective and efficient communication during the transition of
services. co
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Title: OEU Program Transition ID: 47
Date of Delivery: Upon request of the OEU, and according to the Accepted OEU Program
Transition Plan.
Review Cycle: According to the Accepted OEU Program Transition Plan. '
Deliverable Type: Service SOW Section(s): 15.1.4— 15.2.1
Deliverable Description: In cooperation with the OEU, the Contractor shall implement the
OEU Program Transition Plan and begin providing the Program Transition Services to the
participating OEU.
Non-Conformance Damages: The Correction Period: According to the
Contractor shall submit a Corrective Action Accepted OEU Program Transition Plan.
Plan (CAP) if the State issues a Notice of
Deficiency.
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Requirements:
1. The Requirements for this Deliverable will be specified in the OEU Program Transition U
Plan.
Acceptance Criteria:
1. The Acceptance Criteria for this Deliverable will be specified in the OEU Program
Transition Plan.
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Contract No. 84121500-15-01 Page 56 of 58
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Title: Disputed Transaction Procedures ID: 48
Date of Delivery: Within 45 Business Days of Contract execution.
Review Cycle: Within 10 Business Days.
Deliverable Type: Documentation SOW Section(s): 8.3.1
Deliverable Description: A document that contains procedures for Disputed Transactions. U'
Non-Conformance Damages: Correction Period: Within 10 Business Days.
The Contractor shall submit a Corrective
Action Plan (CAP) if the State issues a Notice
of Deficiency.
Requirements:
1. The Contractor, shall provide procedures for handling Disputed Transactions marked in
the Solution by Eligible Users as `Disputed'.
Acceptance Criteria:
1. The Contractor, provides procedures for handling Disputed Transactions marked in the
Solution by Eligible Users as `Disputed'. B
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Title: Solution Availability ID: 49
Date of Delivery: Upon effective date of Contract.
Review Cycle: Within 2 Business Days.
Deliverable Type: Service SOW Section(s): 17.1
Deliverable Description: The Solution shall be available for use by Eligible Users twenty-four 3
(24) hours per day, seven (7) days a week, every day of the year, less scheduled maintenance.
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Non-Conformance Damages: Correction Period: Within 2 Business Days.
The Contractor shall submit a Corrective
Action Plan (CAP) if the State issues a Notice
of Deficiency.
The Contractor shall be assessed a Financial
Consequence of$2,000 if the State rejects a
resubmitted deliverable.
Requirements: U
1. The Solution shall be available at least 97% of the previous 12 months less scheduled
maintenance. Unscheduled outages will be calculated as 31 minutes for the first minute
beyond 30 of and by the minute for each fraction of a minute beyond 31 for the
purposes of calculating Solution availability.
2. The Contractor shall provide notice of scheduled maintenance to the Contract Manager
and Statewide Purchasing Card Administrator.
3. In the event that any portion of the Solution becomes inoperable or inaccessible to
Eligible User(s), the Contractor or the Solution shall provide notice to the Statewide
Purchasing Card Administrator as soon as reasonable. co
Acceptance Criteria:
1. The Solution is available at least 97% of the previous 12 months less scheduled
maintenance. Unscheduled outages are calculated as 31 minutes for the first minute
beyond 30 of and by the minute for each fraction of a minute beyond 31 for the
purposes of calculating Solution availability.
2. The Contractor provides notice of scheduled downtime to the Contract Manager and
Statewide Purchasing Card Administrator. Ln
3. In the event that any portion of the Solution becomes inoperable or inaccessible to
Eligible User(s), the Contractor or the Solution provides notice to the Statewide
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Purchasing Card Administrator as soon as reasonable. cm
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Exhibit F
State of Florida Purchasing Card Program
Eligible User Agreement
In accordance with State Term Contract No. 84121500-15-01
The State of Florida Department of Management Services ("Department" or "DMS") has agreed
that State Agencies and local government entities in the State of Florida (each an "Eligible
User") may utilize the purchasing card program of the State of Florida ("Purchasing Card
Program") as the basis for establishing a purchasing card program with an Eligible User.
This Eligible User Agreement (the "Agreement") is entered into by [Insert Eligible User name]
(the "Eligible User") and [vendor] (the "Contractor") as of the date last signed by the parties (the
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"Effective Date"). By signing this Agreement, the Eligible User requests, and the Contractor
agrees to provide to the Eligible User, the corporate purchasing card services set forth in State
Term Contract number 84121500-15-01. Incorporated documents do not negate the provision
of the Contract. Any product, service or maintenance provisions that do not comply with Florida
law or require an Eligible User to indemnify the Contractor are invalid. The Eligible User and the
Contractor agree as follows:
A. All defined terms in the Contract apply to this Eligible User Agreement.
B. By signing this Eligible User Agreement, the Eligible User and the Contractor agree to be
bound by the terms of this Eligible User Agreement and the Contract in the performance of
their obligations. By signing below, the Eligible User represents that a copy of the Contract CO
has been provided or made available to it.
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C. With regard to Eligible User participation, the following applies:
1. Eligible User Warranties.
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The Eligible User represents and warrants to the Contractor that:
1.1 it is an Eligible User, as defined under the Contract; Ln
1.2 it is contracting for purchasing card services with the Contractor, and its
performance of its obligations under this Agreement and the Contract will not cm
violate any law, regulation, judgment, decree or order applicable to it; and
1.3 it desires to utilize the Purchasing Card Program ("Program") of the Department as CO
the basis for establishing a purchasing card program.
The Eligible User acknowledges and agrees that, notwithstanding anything to the contrary in the
Contract, the Contractor will provide the Department and DFS with access to the following
information: (i) Eligible User's name and agreement to the provisions of the Contract and the
Agreement; (ii) data related to the Eligible User's Cardholder Transactions and use of the CO
purchasing card program; and (iii) amount of rebate paid by the Contractor to the Eligible User
under the Program.
State of Florida Purchasing Card Program
Eligible User Agreement Page 1 of 11
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C.3.b
Exhibit F
2. Contractor's Obligations.
2.1 Card Accounts. The Contractor will open Card Accounts, upon the Eligible User's request,
which Cardholders may use to conduct Transactions for the Eligible User's business. All
Transactions made on a Card Account are considered authorized by the Eligible User unless
the Contractor receives, and has had a reasonable period of time to act upon, written notice
from the Eligible User that the Cardholder is no longer authorized to use the Card or the Card
Account. U'
At the Eligible User's request, the Contractor may also establish a Cardless Account. If an OEU
so requests, the Contractor will provide to the Cardholder, at the address the OEU specifies, a
Billing Statement reflecting the Cardholder's use of the relevant Card Account.
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2.2 External Fraud. The Contractor will assume the financial liability for all external fraud if the
Eligible User or Cardholder has not authorized or participated in the specific Transaction. If
there is internal fraud or collusion, the Contractor will deliver misuse insurance provided by the
card network to help the Eligible User with recovery from card networks.
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3. Eligible User's Obligations.
3.1 The Eligible User shall use each Card Account solely for business purposes, and shall pay
according to section 13, Exhibit C, Special Contract Conditions, for each Transaction,
regardless of its purpose or whether the Eligible User signed a sales draft or received a receipt.
3.2 The Eligible User represents and warrants to the Contractor that each Cardholder is a CO
current employee, or for OEU's, an employee or agent of the OEU. If a Cardholder ceases to
be the Eligible User's employee or agent, the Eligible User must provide notice as soon as
practicable and destroy or return to the Contractor as soon as practicable the Card allocated to
that Cardholder.
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3.3 The Eligible User will promptly furnish such financial and other information as the Contractor
requests for the purpose of reviewing the Eligible User's ability to perform the Eligible User's Ln
obligations to the Contractor. Notwithstanding the foregoing, the financial information for State
Agencies is located at:
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http://www.myfloridacfo.com/aadir/statewide financial resorting/index.htm. The Eligible User
represents and warrants that all information about the Eligible User, its employees, and agents CO
is accurate and sufficiently complete to give the Contractor accurate knowledge of the Eligible
User's financial condition.
3.4 The Eligible User and each Cardholder will check to ensure that the information on each
new Card is correct, and the Eligible User will contact the Contractor if there is an error.
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3.5 The Statewide Purchasing Card Administrator or OEU Eligible User must give Contractor
prompt written notice of any addition, deletion or change of its Purchasing Card Administrator.
State of Florida Purchasing Card Program
Eligible User Agreement Page 2 of 11
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C.3.b
Exhibit F
3.6 The Eligible User is responsible for maintaining the security of its data outside the
Contractor's or Contractor's vendors' systems. The Contractor is responsible for maintaining the
security of the Eligible User's data on the Contractor's or Contractor's vendors' systems.
3.7 Compliance with Law. The Eligible User must comply, and ensure that its Cardholders and
Transactions comply with all laws to which the Eligible User, the Cardholder or the Transaction '
may be subject, including all AML/Sanctions Laws. The Eligible User must provide all
notifications or information necessary to allow the Contractor to comply with obligations under
any AML/Sanctions Laws, including (if necessary) providing any information required to
establish and verify the identity and background of any Cardholder. The Eligible User represents
and warrants to the Contractor that the performance of its obligations will not violate any law or
facilitate illegal transactions.
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3.8 OFAC Covenant. The Eligible User covenants that it will not use or permit any Cardholder
to use, any Card, Cardless Account, Cash Advance or Convenience Check to transact, lend,
contribute, or otherwise make available funds to any Subsidiary, joint venture partner or other
individual or entity ("Person"), to fund any disallowed activities of or business with any Person,
in Cuba, Iran, North Korea, Sudan, Syria, or in any country or territory, that, at the time of such B
funding, is the subject of any Sanctions, or in any other manner that will result in a violation by
any person (including any person participating in the transaction, whether as advisor, investor or
otherwise) of Sanctions.
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3.9 Credit Limit. The Contractor will establish one total credit limit for all Card Accounts issued 0
to the Eligible User and all of its Cardholders. The Eligible User shall determine an individual
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credit limit for each Cardholder Account which is part of any of its Card Accounts issued to the
Eligible User and all of its Cardholders. The individual credit limits for each Cardholder Account,
when aggregated, may exceed the total credit limit for all Card Accounts issued to the Eligible
User and all of its Cardholders. However, this will not increase the total credit limit. Upon the
Eligible User's request and if approved by the Contractor, the Contractor may increase the total
credit limit or any individual limit. The Contractor may decrease the total credit limit or any
individual limit in its reasonable discretion with notification to the Eligible User as soon as
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practicable, but in no event later than the same date as the decrease.
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3.10 Transactions Exceeding the Credit Limit. The Eligible User agrees not to incur obligations CM
which would cause the total credit limit for all Card Accounts to be exceeded. The Contractor CO
will make available online tools and standard reporting to monitor cardholder activity. If the
Eligible User exceeds the total credit limit for all Card Accounts, the Contractor may refuse any
Transactions on all Card Accounts. The Contractor also may require the entire balance owing
on the most recent Billing Statement to be immediately due and payable before further use of 0
Card Accounts. If the Eligible User's individual Card limit is exceeded and that individual
Cardholder Account is individually billed, the Contractor may (i) refuse any Transactions
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applicable to that Cardholder Account until a payment is made to reduce the balance below the
individual Cardholder's credit limit or until the Eligible User increases that Cardholder's credit
limit; and (ii) charge the Eligible User a fee as set in the Schedule of Charges in Exhibit H.
State of Florida Purchasing Card Program
Eligible User Agreement Page 3 of 11
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Exhibit F
3.11 Currency Conversion. If an Eligible User or its Cardholders make a Transaction in currency
other than U.S. dollars, Visa or MasterCard will convert the charge or credit into a U.S. dollar
amount. The conversion rate on the processing date may differ from the rate on the date of your
Transaction. The exchange rate used by Visa will either be (i) a rate selected by Visa from a E
range of rates available in wholesale currency markets for the applicable central processing
date, which rate may differ from the rate Visa receives, or (ii) the government-mandated rate in '
effect for the central processing date. MasterCard will use an exchange rate of either (i) a
wholesale market rate or (ii) a government-mandated rate.
3.12 International Transaction Fee. The Contractor may add a fee to the U.S. dollar amount of 2M
any Transaction that is made in a foreign currency (the "International Transaction Fee"). The
International Transaction Fee is set in the Schedule of Charges in Exhibits G and H.
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4. Disputes with Merchants and Suppliers.
4.1 Disputes with Merchants and Suppliers. The Contractor will have no liability for goods or
services purchased with, or for a Merchant's or Supplier's failure to honor purchases made with
a Card Account. If the Eligible User has any questions, problems or disputes concerning the
quality of any goods or services purchased using a Card Account or Card, a purchase price
discrepancy, warranty or other performance issues or any other purchase matter, the Eligible
User must contact the Merchant or Supplier directly. The Eligible User may not rely on any
claim or dispute concerning the purchase of goods or services using a Card Account or Card as
a reason to avoid the Eligible User's payment obligations under the Contract. Notwithstanding
the foregoing, when the Contractor processes any request for a Transaction refund through a
card network on the Eligible User's behalf, which for the avoidance of doubt shall be processed CO
in accordance with the operating rules and regulations of such card network, the Eligible User
agrees that, in a dispute with a Merchant or Supplier, the Contractor will be subrogated to the
Eligible User's rights and each Cardholder's rights against the Merchant or Supplier and the
Eligible User will assign (and cause the Cardholder to assign) to the Contractor the right to
assert a billing error against the Merchant or Supplier. The Eligible User will, and will cause the
Cardholder to, do whatever is necessary to enable the Contractor to exercise those rights. The
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Contractor may reverse from any Card Account any Transactions relating to the dispute.
4.2 Authorization for Transactions. A Merchant or Supplier may seek prior authorization from cm
the Contractor before completing a Transaction. If the Eligible User advises the Contractor in
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writing that the Eligible User desires to restrict Transactions to Merchants falling within certain
categories the Contractor designates, to the extent consistent with the Statement of Work and
the Contract, the Contractor will take reasonable steps to prevent authorization of Transactions
from other types of Merchants. The Contractor, however, will not be liable to the Eligible User if
Merchants or suppliers nonetheless accept a Card for other types of Transactions, or if
authorization for a Transaction is not given. The Contractor may also refrain from authorizing a
Transaction for any reason in the Contractor's reasonable discretion. CO
4.3 Forms of Consent. If a Transaction is made using a Card or a Card Account number, the
Eligible User needs to consent to the Transaction (whether by a Cardholder giving consent or
State of Florida Purchasing Card Program
Eligible User Agreement Page 4 of 11
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C.3.b
Exhibit F
otherwise) so that the Contractor can make sure that it is genuine. A Transaction can be
consented to by:
i. using a Card with the relevant card PIN or a signature;
ii. using the account number and other details requested;
iii. presenting a Card to the supplier's terminal if the Transaction is made using
contactless technology; or
iv. such other means as the Department and the Contractor may from time to time U)
agree.
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The Contractor may deem Transactions which have not been consented to in one of the above
manners to be unauthorized and the Contractor may decline to process such Transactions. This
is in addition to any other rights the Contractor has to decline Transactions according to Eligible
User Agreement Sections 4, 5.1, or 5.2 (disputes, authorizations and Unauthorized Use).
5. Lost or Stolen Cards; Unauthorized Use.
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5.1 Authorization Denials. The Contractor may refrain from authorizing any Transaction:
i. if the Contractor suspects that the Transaction is or might be fraudulent or
unlawful or for the purpose of any fraudulent or unlawful activity;
ii. if the Contractor suspects that the Transaction constitutes or might constitute
Unauthorized Use as defined in Section (3)(yyy), Exhibit A, Definitions; or
iii. if to authorize that Transaction would cause the Contractor to breach any law
(including any AML/Sanctions Laws by which the Contractor must abide).
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5.2 Failure to Authorize. Subject to applicable law, the Contractor will not be liable to the Eligible
User if the Contractor fails to authorize or declines any Transaction for any reason. If a
Transaction is not authorized or declined, the Eligible User may seek, and the Contractor will
provide, reasonable assistance in investigating and resolving the declined or unauthorized
Transaction.
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5.3 Reporting a Loss, Theft or Unauthorized Use; Assisting with Investigations. In the event of a Ln
possible loss or theft of a card, or Card Account or possible Unauthorized Use, the Eligible User
will give the Contractor notice as provided in section 10.6, Exhibit D, Statement of Work, or Ln
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using the Solution. The Eligible User agrees to give the Contractor this notice as soon as
reasonable after discovery of the known or suspected loss or theft or Unauthorized Use. If CO
notice is provided and the Eligible User assists the Contractor in investigating the loss, theft or
possible Unauthorized Use, then the Eligible User will not be liable for Transactions resulting
from Unauthorized Use. If the Contractor has issued fewer than ten Card Accounts to the
Eligible User, the Eligible User's liability for Transactions by a person who does not have actual,
implied or apparent authority to use the Card, or Card Account and whose use does not result in
a direct or indirect benefit to the Eligible User, will not exceed $50 on each Card. CO
6. License to Use the Eligible User's Marks.
Upon the Eligible User's request, the Contractor may place the Eligible User's trademark, trade
name, service mark and/or designs ("Eligible User's Marks") on the Cards consistent with
State of Florida Purchasing Card Program
Eligible User Agreement Page 5 of 11
Packet Pg. 369
C.3.b
Exhibit F
section 10, Exhibit D, Statement of Work. The Eligible User will provide the graphics to the
Contractor in sufficient time to allow for review and approval by the Contractor and, if necessary,
the respective card network. The Eligible User or the State, as applicable, grants to the
Contractor a non-exclusive license to use, during the term of the service, Eligible User's Marks E
on the Cards.
7. Convenience Checks.
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In the event the Contractor provides Convenience Checks with regard to an OEU Card Account,
the Convenience Checks may not be used to make payment on the Card Account. The
Contractor may pay a Convenience Check and post its amount to the Card Account regardless 2M
of any restriction on payment, including a Convenience Check that is post-dated, that states it is
void after a certain date or that states a maximum or minimum amount for which it may be
written. Once paid, Convenience Checks will not be returned to the OEU or the Cardholder.
If an OEU wishes to stop payment on a Convenience Check, it must call the Contractor at the M
customer service number shown on the Billing Statement and provide such information as the
Contractor requests or is required under the relevant User Documentation. The Contractor will
stop payment if the request is received on or before the Business Day on which the Contractor
would otherwise pay the Convenience Check. The date on which the Contractor would pay a
Convenience Check may be prior to the date it would post to the Card Account. A stop payment
order will remain in effect for up to six months.
8. Cardless Accounts; Accounts not in Name of Individual.
The Contractor may establish a Cardless Account or establish a Card Account with a
designation which is not an actual individual, including, without limitation, designation of a co
vehicle identification number, license number, department name or"Authorized Representative"
on the Card Account if requested by the Eligible User. The Eligible User may provide the
number associated with the Cardless Account to its Cardholders. The Eligible User agrees to
be solely responsible for the use of any such Cardless Account or Card Account, including,
without limitation, any Unauthorized Use. The Contractor will however assist the Eligible User
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with any disputed transaction as described in Section 4.
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9. Statements and Payment.
For Eligible Users see section 13, Exhibit C, Special Contract Conditions. For OEUs, see cm
Sections 9.1 —9.5.
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9.1 Issue of statements. The Contractor will provide to the Card Administrator, or other person
the OEU designates in writing, a Billing Statement which will identify each Transaction posted
during the billing cycle and the date of the Transaction. The Billing Statement will also list any
applicable fees and charges for a Service. If the OEU has requested a Card Account for travel
and entertainment Transactions, the Contractor will provide, upon the OEU's request, an
additional copy of the Billing Statement covering such use of the relevant Card Account to the co
appropriate Cardholder at the address which the OEU or the Cardholder provides to the
State of Florida Purchasing Card Program
Eligible User Agreement Page 6 of 11
Packet Pg. 370
C.3.b
Exhibit F
Contractor. The OEU agrees that the Contractor may provide Billing Statements or make Billing
Statements available by electronic means, including by way of electronic mail or a Website.
9.2 Review of statements. On the OEU's receipt of a Billing Statement, the OEU must review it E
and notify the Contractor by telephone (using the appropriate telephone number set out in the
Billing Statement), electronic mail, or other method that may be agreed upon by the parties of '
any Transaction appearing on that statement which the OEU considers may have resulted from
any Unauthorized Use. The OEU must give this notice as soon as practicable but in any event
not later than 60 days after the OEU receives the Billing Statement. If the OEU opts to have
individual statements sent to individual Cardholders, the OEU must ensure that each relevant
Cardholder complies with the provisions of this Section 9.2. Subject to the requirements of any
applicable laws, if the OEU does not (or if a relevant Cardholder does not) give the Contractor
notice in accordance with this Section 9.2, the Contractor may not be liable to refund any
amounts relating to that Transaction.
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9.3 Payment of statement amount. The OEU will pay, or ensure that the relevant Cardholder
pays on the OEU's behalf, to the Contractor the total amount shown as due on each Billing
Statement on or before the Payment Due Date shown on the statement. If the Contractor does B
not receive payment in full by the specified due date, in addition to its other rights, the
Contractor may assess a late fee and finance charge as set in the Schedule of Charges for the
OEU in Exhibit H. The OEU has no right to defer any payment due on any Card Account. For
the avoidance of doubt, if individual billing applies, the Contractor will collect from the OEU for
any amount due which is not paid by a Cardholder.
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9.4 Service fees. The OEU will pay the Contractor for a Service set in the Schedule of Charges
in Exhibit H.
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9.5 Account identification. If an OEU or any Cardholder makes any payment to the Contractor
in connection with a Card Account, it must, or ensure that the Cardholder must, at the same
time provide the Contractor with either the account number or the Card number. The Contractor
shall not be liable for any delay in crediting any such payment or recording any Transaction,
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where this information is not provided to the Contractor in accordance with this Section 9.5.
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10. Termination. CM
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10.1 All terminations are contingent on written notice. The following events may be the basis for
termination for default:
10.1.1 If an Eligible User fails to pay when due undisputed charges totaling at least two
months' charges under the Contract and fails to make such payment within fifteen (15) 0
days after receipt of written notice of non-payment from the Contractor referencing this
section, and stating that the Contractor intends to terminate the Eligible User Agreement co
for nonpayment, then the Contractor may terminate the Agreement as of the date specified
by the Contractor in a separate written notice of termination. This notice is contingent on
prior completion of a dispute resolution process between the parties.
State of Florida Purchasing Card Program
Eligible User Agreement Page 7 of 11
Packet Pg. 371
C.3.b
Exhibit F
10.1.2 If an Eligible User fails to comply with any material law or regulation controlling its
operation, including AML or Sanctions Law, the Contractor has the right to file a notice of
termination immediately, which notice shall specify the asserted non-compliance and
attach supporting evidence. E
10.1.3 If an Eligible User materially breaches any of the terms and conditions of this
Agreement, and does not cure or commence a cure of the breach within 30 days of written
notice, then the Contractor has the right to file an immediate notice of termination 3
contingent on prior completion of a dispute resolution process between the parties.
a
10.2. If an Eligible User experiences a material adverse change in the Eligible User's financial
condition and the Eligible User's ability to perform its obligations under the terms of the Eligible
User Agreement are negatively impacted, then the Contractor may terminate the specific
Eligible User Agreement after providing written notice referencing this section and stating that
the Contractor intends to terminate the Eligible User Agreement as of a date specified in the
notice of termination. This notice is contingent on prior completion of a dispute resolution
process between the parties.
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10.3 Upon any termination of an Eligible User Agreement, the Eligible User will immediately
destroy, and will instruct all Cardholders to immediately destroy, all Cards. The Eligible User's
responsibility to pay for all undisputed Transactions regarding each Card Account will continue a
until the Eligible User notifies the Contractor to close the Card Account or until the Eligible User
pays for all Transactions entered into before the Contractor closes the Card Account to future
use, whichever occurs later. The Contractor and the Eligible User shall settle all outstanding
liabilities and all claims arising out of such termination. After termination, the Eligible User and CO
all Cardholders will make no new Transactions on any Card Account. If, however, the Eligible
User makes such Transactions, the Eligible User will be liable for each of them. These
obligations will continue after a service the Eligible User is using has been terminated.
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11. Receipts Imaging Service. M
The OEU may elect to use the Contractor's receipts imaging service whereby the OEU will send
copies of its transaction receipts, and the Contractor will electronically store those receipts (the
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"receipts imaging service"). It is the OEU's obligation to send the Contractor legible copies of
transaction receipts. The OEU acknowledges and agrees that the Contractor will not review the Ln
transaction receipts and that the OEU is responsible for retaining the original receipts. TheCM
Contractor will not be liable for damages if the images are illegible or blank or for failure to CO
provide copies by a given time or for failure to provide copies the Contractor is not reasonably
able to provide. Images will be made available to the OEU by website at such times as may be
set forth in the applicable User Documentation or as otherwise established by the Contractor.
There is no charge for this service.
12. Notices.
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Any notice required or permitted to be given under this Eligible User Agreement or the Contract
from one party to the other will be in writing and will be given and deemed to have been given
when actually received, if hand delivered, delivered by telephonic facsimile transmission
equipment and confirmed by telephone, with and original mailed or hand-delivered thereafter or
State of Florida Purchasing Card Program
Eligible User Agreement Page 8 of 11
Packet Pg. 372
C.3.b
Exhibit F
mailed by certified or registered mail with postage prepaid to the Party or their successor at the
address specified as follows:
i. Eligible User:
ii. Contractor:
Routine notices given by Contractor to the Eligible User, such as transaction details, changes in
terms required by systems updates or payment card network changes and any reasonable
notice required by the Contractor's licenses or schedules, may be delivered by electronic mail to
the address provided by the Eligible User. Either party may change the address to which notices
are to be delivered by giving to the other party not less than ten (10) Business Days prior written
notice thereof.
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13. Information Security/Data Protection.
Data Security requirements are described in section 7, Exhibit C, Special Contract Conditions.
The following are policies of the Contractor:
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13.1 Overall Data Security Regulations. As a financial institution, the Contractor is required to
comply with the information security standards of, as applicable, the Gramm Leach Bliley Act
and the regulations issued thereunder the Fair and Accurate Credit Transactions Act and the
regulations issued thereunder; the Federal Financial Institutions Examination Council (FFIEC)
criteria; the Interagency Guidance on Response Programs for Unauthorized Access to
Customer Information and Customer Notice; the US Securities and Exchange Commission;
FIN RA; the NASD; and other federal statutory, national and international legal and regulatory
requirements. The Contractor is evaluated regularly for compliance with these obligations by co
various US and international regulators, including, the US Office of the Comptroller of the
Currency, as applicable.
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13.2 Security and Confidentiality. The Contractor maintains an information security policy that:
contains appropriate administrative, technical, and physical safeguards designed to protect ems,
against Information Security Events; conforms as required to the requirements of applicable
data protection laws; and sets forth policies and procedures that are consistent with, to the Ln
extent applicable to the Services, PCI DSS standards, the card networks' rules and regulations;
and Financial Services Industry Best Practices. CM
13.3 Organizational Security. All information is stored in the United States for programs in the co
6
United States and Canada.
13.4 Human Resources Security. The Contractor takes reasonable steps to ensure that its
Workforce is aware of their obligations in the provision of the Services and applicable data
protection laws, including that any unauthorized processing or disclosure of the Personal Data
may lead to disciplinary action under their contract of employment or other contractual co
arrangements. Prior to receiving access to Personal Data, the Workforce and any Extended
Workforce will receive appropriate security awareness training and recurring security awareness
training at appropriate intervals. The access rights of the Contractor's Workforce with access to
the Contractor's Information Processing System(s) or media containing Personal Data are
State of Florida Purchasing Card Program
Eligible User Agreement Page 9 of 11
Packet Pg. 373
C.3.b
Exhibit F
removed upon termination of their employment, contract or agreement, or adjusted upon
change of job function.
13.5 Physical and Environmental Security. Contractor protects all areas that contain Information E
Processing System(s) or media containing Personal Data by the use of security controls
deemed appropriate by the Contractor. '
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13.6 Information Security Event Management. The Contractor maintains an incident response
plan that addresses handling of Information Security Events. In accordance with such incident
response plan, the Contractor will:
Provide Eligible User prompt, but in no event later than two (2) Business Days of becoming
aware thereof, notice of any Information Security Event documented and verified by the
Contractor as part of its standard incident response process that involves, or which the
Contractor reasonably believes involves, the unauthorized access, use or disclosure of
Eligible User's Personal Data.
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Such notice shall, to the extent the Contractor is legally allowed, summarize in reasonable detail B
the Information Security Event and the corrective action taken or to be taken by the Contractor,
if known at that time. The Contractor will promptly take all corrective action deemed necessary
or appropriate by the Contractor at no additional charge to the Eligible User.
4-
13.7 Security Assessments. The Contractor permits the Eligible User's representatives to
perform one annual on-site or written assessment of the security controls used at the
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Contractor's data processing and business facilities. Also such assessment may be requested
after an Information Security Event. Such assessments will be performed during regular
business hours, at a date and time agreed to by both Parties, and will not require access to
Information Processing System(s). Such assessments will be subject to the Contractor's
security policies, procedures, and restrictions, including restrictions on access to data centers,
the ability to perform hands-on testing, and copying of certain materials.
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The Contractor scans internal and external facing Information Processing System(s) with
applicable industry standard security vulnerability scanning software (including network, server,
application and database scanning tools) at a minimum once per month and perform mitigations cm
that the Contractor deems appropriate to address issues identified.
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The Contractor performs a comprehensive application penetration test and security evaluation
of all websites used to store, access, or process Personal Data prior to use and at least
annually thereafter.
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State of Florida Purchasing Card Program
Eligible User Agreement Page 10 of 11
Packet Pg. 374
C.3.b
Exhibit F
IN WITNESS WHEREOF, the parties hereby execute this Eligible User Agreement as of the
Effective Date.
[Contractor]
Eligible User
Signature: Signature: ,
Name: Name:
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State of Florida Purchasing Card Program
Eligible User Agreement Page 11 of 11
Packet Pg. 375
EXHIBIT G
Schedule of Fees, Charges and Rebate;
State Agencies a
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Illlllll IIII II�II IIII III III�I 01111ill
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Annual Card Fee Waived
Logo Fee: Fee Waived
Unique Custom Design Fee Not applicable
Return Payment Fee Waived 0)
International Transaction Fee 2%of USD amount*
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➢ U.S. Mail/Bulk Mail (Default)=No Fee
Expedited Card Delivery Fee ➢ Overnight=$35.00, unless waived
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Overlimit Fee Waived
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Late Fee(assessed 3 days after cycle date when account is past
Pursuant to Section 215.422, Florida
due) (Assessed as a % of the past due amount for the current StatutesCL
month's charges and any unpaid balances)
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*If you make a transaction in currency other than U.S.dollars,Visa or MasterCard will convert the charge or credit into a U.S.dollar amount. ILL
The conversion rate on the processing date may differ from the rate on the date of your transaction.
The exchange rate used by Visa will either be(i)a rate selected by Visa from a range of rates available in wholesale currency markets for the
applicable central processing date,which rate may differ from the rate Visa receives,or(ii)the government-mandated rate in effect for the
central processing date. MasterCard will use an exchange rate of either(i)a wholesale market rate or(ii)a government-mandated rate.We CO
may add a 2%fee to the U.S.dollar amount of any transaction that is made in foreign currency or that is made outside the United States
even if you pay in U.S.dollars(the "International Transaction Fee").
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Data File Feeds To Customers/Third Parties:
• Statement Billing File
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• D $Commercial Format(VCF) Fee Waived
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• 1099&Socioeconomic Reporting
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END OF SCHEDULES I AND II
Authorized initials:
Date: 2
EXHIBIT
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REBATE DEFINITIONS
Capitalized terms,which are not defined in this Section III have the meanings ascribed in the applicable
Card Agreement.
"Calculation Period" means the three(3) month period commencing on the first day of the month after —`
Bank receives a fully executed original of the Agreement and thereafter, each subsequent three(3) U)
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month period.
"Credit Losses" means any balances which remain unpaid by State Agency, Participant or a Cardholder 2M
six(6) billing periods after the closing date on the Billing Statement in which the Transactions,fees W
and charges appeared for the reporting period.
"Cycle Days" means the number of days from the start of the billing period to the Billing Statement I-
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date
"Grace Days" means the number of days after the Billing Statement closing date within which payment —
is due.
"Large Ticket Interchange(LT|)Tranoaotiono^ means certain transactions which, based upon the type
of merchant and/or transaction dollar amount,are subject to a Visa or MasterCard large ticket CL
interchange program,as determined by and amended by Visa and MasterCard from time to time.
"Rebate Multiplier" means the multiplier corresponding to the Standard Transactions vol ume. Cycle
Days and Grace Days ae set fo�hin the Standard Transactions Rebate N1u|tip|ierTable below. 4�
"Standard Transactions" means the Transaction Volume not meeting the criteria for Large Ticket
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Interchange Transactions.
"Total Credit Losses" means, for any Calculation Period,the sum of(i) Bank's Credit Losses on the
Card Accounts for the Calculation Period and (ii) Bank's Credit Losses on the Card Accounts for any �
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previous Calculation Period which have not been applied against any rebate payable under the
Agreement. �
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"Transaction Volume" means, for any Calculation Period, the total dollar amount of purchase ~�
Transactions made with the Cards during the Calculation Period, less the total dollar amount of: Ln
returned purchases, credit adjustments,Transactions resulting from Unauthorized Use,and disputed
charges. Cash advances and Convenience Checks are not included in Transaction Volume.
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REBATE CONDITIONS 00
During the Calculation Period,the program must meet all of the following conditions in order to qualify for a 6
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rebate:
i State Agency complies with conditions of contract which may be further described upon execution
of contract- 0
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|i State Agency complied with terms in this Agreement;and
|ii The conditions above, being the "Rebate Conditions
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Authorized initials
EXHIBIT G
REBATE CALCULATION AND PAYMENT
In the event that all of the above Rebate Conditions are met with respect to the Calculation Period, Bank will
pay a rebate to the State,which shall be calculated at the end of the Calculation Period in accordance with the
Standard Transactions Rebate Multiplier Table and using the following equation:
((Transaction Volume for Standard Transactions x Rebate Multiplier)+(Transaction Volume for Large
Ticket Interchange Transactions x LTI Rebate Multiplier)-Total Credit Losses
The Standard Transactions rebate multiplier will be determined based on the Calculation Period cumulative
total of all Standard Transactions volume.
Payment of any rebate will be made by ACH credit or other means determined by Bank,within ninety(30) days
following the end of the Calculation Period.
State Agency and Contractor must comply with conditions of contract relating to rebates which may be
further described herein upon execution of contract.
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Rebate Categories Basis Points to State
State earns on State Agency spend 178 basis points*
State earns on State LTI spend 59 basis points
State earns on OEU Spend 5 basis points
*Based on an annual average payment time of 10
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days.
Cap on hourly rate for development of FLAIR Data
Validation and Error Settlement Files pursuant to
Section 11, Exhibit D, Statement of Work $150.00
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END OF US SCHEDULE III
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Authorized initials:
Date:
EXHIBIT G
By signature of an authorized representative(s),you agree to the terms and conditions of this Schedule of
Fees and Charges presented herein. This form must be signed in ink by an authorized representative(s)
and submitted with the original signature to your Bank representative.
STATE AGENCY Bank of America, N.A.
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[STATE AGENCY NAME]
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Date: Date:
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Date:
EXHIBIT H
Schedule of Fees, Charges and Rebate;
Other Eligible Users a
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Illlllll IIII IIII Illi III IIII 01111ill
Illilillin
Annual Card Fee Waived
Logo Fee: Fee Waived E
Unique Custom Design Fee As quoted
Return Payment Fee Waived
International Transaction Fee 2%of USD amount*
➢ U.S. Maid/Bulk Mail (Default)=No Fee
Expedited Card Delivery Fee ➢ Overnight=$35.00
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Overlimit Fee Waived
Late Fee(assessed 3 days after cycle date when account is past pursuant to Section 218.70 218.80, FloridaCL
due) (Assessed as a % of the past due amount for the current Statutes
month's charges and any unpaid balances) C3
Cash Advance Fee 2.5%of transaction amt($5 min/no max)
Late Fee(assessed 3 days after due date when account is past due) Pursuant to Section 218.70-218.80, Florida
Statutes
Cash Advance Fee 2.5%of transaction amt($5 min/no max)
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If you make a transaction in currency other than U.S.dollars,Visa or MasterCard will convert the charge or credit into a U.S.dollar amount.
The conversion rate on the processing date may differ from the rate on the date of your transaction. CO
The exchange rate used by Visa will either be(i)a rate selected by Visa from a range of rates available in wholesale currency markets for the
applicable central processing date,which rate may differ from the rate Visa receives,or(ii)the government-mandated rate in effect for the
central processing date. MasterCard will use an exchange rate of either(i)a wholesale market rate or(ii)a government-mandated rate.We
may add a 2%fee to the U.S.dollar amount of any transaction that is made in foreign currency or that is made outside the United States CL
even if you pay in U.S.dollars(the "International Transaction Fee").
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Data File Feeds To Customers/Third Parties:
• Statement Billing File e�
• EDI 811
• Visa Commercial Format(VCF) Fee Waived
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• 1099&Socioeconomic Reporting
END OF SCHEDULES I AND II
Authorized initials:
Date: 2
EXHIBIT
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REBATE DEFINITIONS
Capitalized terms,which are not defined in this Section III have the meanings ascribed in the applicable
Card Agreement.
"Calculation Period" means the twelve(12) month period commencing on the first day of the month —`
after Bank receives a fully executed original of the Agreement and thereafter, each subsequent twelve U)
(12) month period. —
"Credit Losses" means any balances which remain unpaid by Other Eligible User, Participant or a 2M
Cardholder six(6) billing periods after the closing date on the Billing Statement in which the W
Transactions,fees and charges appeared for the reporting period.
"Cycle Days" means the number of days from the start of the billing period to the Billing Statement L-
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date
"Grace Days" means the number of days after the Billing Statement closing date within which payment —
is due.
"Large Ticket Interchange(LT|)Tranoaotiono^ means certain transactions which, based upon the type
of merchant and/or transaction dollar amount,are subject to a Visa or MasterCard large ticket CL
interchange program,as determined by and amended by Visa and MasterCard from time to time.
"Rebate Multiplier" means the multiplier corresponding to the Standard Transactions volume, Cycle
Days and Grace Days ae set fo�hin the Standard Transactions Rebate N1u|tip|ierTable below. 4�
"Standard Transactions" means the Transaction Volume not meeting the criteria for Large Ticket
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Interchange Transactions.
"Total Credit Losses" means, for any Calculation Period, the sum of Bank'o Credit Losses on the
Card Accounts for the Calculation Period and (ii) Bank's Credit Losses on the Card Accounts for any �
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previous Calculation Period which have not been applied against any rebate payable under the
Agreement. �
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"Transaction Volume" means, for any Calculation Period,the total dollar amount of purchase ~�
Transactions made with the Cards during the Calculation Period, less the total dollar amount of: Ln
returned purchases, credit adjustments,Transactions resulting from Unauthorized Use,and disputed
charges. Cash advances and Convenience Checks are not included in Transaction Volume.
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REBATE CONDITIONS 00
During the Calculation Period,the program must meet all of the following conditions in order to qualify for a 6
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rebate:
i Other Eligible User and Participant pay Bank the total amount of the new balance shown as due on
each Billing Statement onor before the Payment Due Date-and �
|i Other Eligible User and Participant complied with terms in this Agreement;and
iii Calculation Period Transaction Volume meets the minimum volume requirement as set out in the
Standard Transactions Rebate Multiplier Table;and co
iv. The Agreement has not been terminated by either party prior to the completion of a rebate
calculation period.
v. The four conditions above, together beingthe "Rebate Conditiono^
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Authorized initials
EXHIBIT H
REBATE CALCULATION AND PAYMENT
In the event that all of the above Rebate Conditions are met with respect to the Calculation Period, Bank will
pay a rebate to Other Eligible User,which shall be calculated at the end of the Calculation Period in
accordance with the Standard Transactions Rebate Multiplier Table and using the following equation:
((Transaction Volume for Standard Transactions x Rebate Multiplier)+(Transaction Volume for Large
Ticket Interchange Transactions x LTI Rebate Multiplier)—Total Credit Losses
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The Standard Transactions rebate multiplier will be determined based on the Calculation Period cumulative
total of all Standard Transactions volume.
°
Payment of any rebate will be made by ACH credit or other means determined by Bank,within ninety(90) days
following the end of the Calculation Period.
2
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Should one or more of the above Rebate Conditions not be met, Bank will be under no obligation to pay any
rebate,although Bank may, in its sole discretion, determine to pay a rebate in an amount determined by CL
Bank. Bank's payment of a rebate in such circumstance will in no way obligate Bank to pay a rebate with
respect to any subsequent Calculation Period.
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OEU Annual Spend ($) Basis Points to OEU
1,000,000 -3,499,999 110 basis points* CL
3,500,000 -9,999,999 145 basis points*
10,000,000 - 17,999,999 165 basis points*
18,000,000 -24,999,999 168 basis points*
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25,000,000 -39,999,999 170 basis points*
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40,000,000+ 171 basis points*
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OEU earns on LTI spend 55 basis points
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*Based on a 30/14 cycle and grace. CL
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• For a 30/25 cycle and grace, reduce basis
points by 6 points.
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• For OEU program spend exceeding$10
million, faster speeds of pay are available: co
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o For a 30/7 cycle and grace, add 3 basis
points.
o For a 14/7 cycle and grace, add 5 basis
points.
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Nothing in these schedules are intended to state a term for the Agreement. For the avoidance of doubt,any
period of time set forth in the Schedules applies solely to pricing terms, but only to the extent the Agreement has
not been terminated as set forth in the Agreement.
4
Authorized initials:
Date:
EXHIBIT H
Notwithstanding anything to the contrary in the Agreement or any of its Schedules all fees, charges and rebates
are subject to change upon 60 days' prior written notice to you if, in connection with us providing this card
program, or any Services to you:
i. An event external to us increases the cost or decreases the revenue to us;
ii. There is any decrease to the interchange rates paid to us by a card network;or 4)
iii. There is an increase to funding costs due to interest rate changes;
iv. There is any deterioration in your financial condition
END OF US SCHEDULE III U)
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Authorized initials:
Date:
EXHIBIT H
By signature of an authorized representative(s),you agree to the terms and conditions of this Schedule of
Fees and Charges presented herein. This form must be signed in ink by an authorized representative(s)
and submitted with the original signature to your Bank representative.
OTHER ELIGIBLE USER Bank of America, N.A
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[OTHER ELIGIBLE USER NAME]
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Date: