01/01/2024 to 12/31/2029 Monroe County Purchasing Policy and Procedures
ATTACHMENT D.5
COUNTY ADMINISTRATOR
CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN $50,000.00
Contract with: ANON FINANCIAL S11i Contract#
Effective Date: 01101/2024 �
Expiration Date:12/J1/20129
Contract Purpose/Description:
CANON iPF TX-3100 MFP Z 6 with Stacker, includes the following uplifts, ': Net 00 terms,
waive late fees, waive edmin char le, includes fiscal funding provision.
Replace,mterit Plotter for Marathon Office to be shared by,the Building Department,
and Planning & Environmental Resource8 Dept-to scan/copyfprint large development plans.
Contract is Original Agreement Contract Amendment/Extension Renewal
Contract Manager: ILZE AGUILA PLANNING & ENVI�RO
Name Ext. De artment Sto #
CONTRACT COSTS
Total Dollar Value of Contract: $ 14,700.00 Current Year Portion- $ 2 0�000
(must be less than$50,000) (ifmultiyear agreement then
requires BOCC approval,miles the
curt d c Ache daO� v° is h SS th!W
Budgeted?Yes❑■ No ❑
Grant: $ County Match: $
Fund/Cost Center/Spend Category: 52502/F18"0,/8',C 00050 & 50000JEJ 4818C 00050,
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (e.g. maintenance,utilities,janitorial, salaries,etc.)
Insurance Required: YES ❑NO I]
CONTRACT REVIEW
Reviewer Date In
Department Head Signature: Emil Schem er Date:"51y1ed by 2:Ei-12:3 -CSOD'
Y P —Date:zoza.tz.zt tzaz:afi-Dsoo•
County Attorney Signature: Peter Morris
Risk Management Signature: -"" "
Purchasing Signature: Julie E. Cuneo "a2Y2401.241igned by 512 "e°
cote zoza.Dtza�sst zs-os'DD'
by Jhr Quinn
OMB Signature: John Quinn Date 202ly 4.0ea 416:1403-05
Date'.2024.D1.24 16:14',D3-05'DD'
Comments:
Revised BOCC 2/15/2023
Page 85 of 106
Canon
CANON FINANCIAL SERVICES,INC. ("CFS") MUNICIPAL LEASE AGREEMENT
Remittance address: 14904 Collections Center Drive Fair Market Value CFS'AGREEMENT
Chicago,Illinois 60693 (800)220-020D
CFS-1043 01/17 NUMBER
CUSTOMER(FULL LEGAL NAME) DBA PHONE
MC COUNTY BOCC MONROE COUNTY PLANNING DEPARTMENT "Customer" (305)289-2865
BILLING ADDRESS CITY COUNTY STATE ZIP
500 WHITEHEAD STREET KEY WEST MONROE FL 33040
EQUIPMENT ADDRESS CITY COUNTY STATE ZIP
2798 OVERSEAS HWY MARATHON MONROE FL 33050
EQUIPMENT INFORMATION NUMBER AND AMOUNT OF PAYMENTS
Quantity Serial Number Make/Model/Description Number of Payments Total Payment
1 CANON iPF TX-3100 MFP Z36 with STACKER 60 245.00
INCLUDES THE FOLLOWING UPLIFTS:
NET 30 TERMS;WAIVE LATE FEE;WAIVE ADMIN CHG
INCLUDES FISCAL FUNDING PROVISION
Plus Applicable Taxes
TERM PAYMENT FREQUENCY END OF TERM PURCHASE OPTION
60 [21 Monthly ❑Quarterly ❑Other: Fair Market Value
(in months)
THIS AGREEMENT IS NON-CANCELABLE BY CUSTOMER EXCEPT AS DESCRIBED IN THE FISCAL FUNDING PROVISION HEREIN. CUSTOMER REPRESENTS THAT
ALL ACTION REQUIRED TO AUTHORIZE THE EXECUTION OF THIS AGREEMENT ON BEHALF OF CUSTOMER BY THE FOLLOWING SIGNATORIES HAS BEEN
TAKEN.THE UNDERSIGNED HAS READ,UNDERSTANDS AND HEREBY AGREES TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
ACCEPTED AUTHORIZED CUSTOMER SIGNATURE MONPOF.COUNTYATTORNRY
&P,er ernD a�S 7C9�flARM
CANON FINANCIAL SERVICES,INC. gy Title:X County Administratorq-'——
� ,.'^'d'—,... Dorn
By: Printed%me: Roman GaSteSl Email Address:
Title: I By:X Title:
Date: Printed Name: Email Address:
To: Canon Financial Services,Inc. ("CFS") ACCEPTANCE CERTIFICATE
Customer certifies that(a)the Equipment referred to in this Agreement has been received,(b)installation has been completed,(c)the Equipment has been examined by Customer and is in good operating order and condition and
is,in all respects,satisfactory to Customer,and(d)the Equipment is irrevocably accepted by Customer for all purposes under this Agreement.Accordingly,Customer hereby authorizes billing under this Agreement.
Signature: Printed Name: Tile(if any): Date:
TERMS AND CONDITIONS
1. AGREEMENT: CFS leases to Customer,a Monroe County [state name or political subdivision or agency]of Florida [Stale name],with its chief executive office at
and Customer leases from CFS,with its place of business at 158 Gaither Drive,Suite 200,Mount Laurel,New Jersey 08054,
all the equipment described above,together with all replacement parts and substitutions for and additions to such equipment("Equipment"),upon the terms and conditions set forth in this Municipal Lease Agreement("Agreement").
2.TERM OF AGREEMENT:This Agreement shall be effective on the date the Equipment is delivered to Customer("Commencement Date"),provided Customer executes CFS'form of acceptance('Acceptance Certificate')or
otherwise accepts the Equipment as specified herein.The term of this Agreement begins on the date accepted by CFS or any later date that CFS designates("Agreement Dale'),and shall consist of the payment periods specified above and any
renewal periods.After acceptance of the Equipment,Customer shall have no right to revoke such acceptance or cancel this Agreement during the term hereof,except aS set forth herein.The term of this Agreemen t shall end,unless
sooner terminated by CFS after an event of default or under the Fiscal Funding provision,when all amounts required to be paid by Customer under this Agreement have been paid as provided and either(a)Customer has purchased
the Equipment in accordance with the terms hereof or(b)the Equipment has been returned at the end of the scheduled term or renewal term in accordance with the terms hereof.Except as provided herein,Customer has no right to
return the Equipment to CFS.
3.PAYMENTS:Customer agrees to pay to CFS,as invoiced,during the term of this Agreement,(a)the payments specified under"Number and Amount of Payments"above,and(b)such other amounts permitted hereunder as
invoiced by CFS("Payments").Such Payments are comprised of the principal and interest thereon.The amount of each Payment i s based on the supplier's best estimate of the cost of the Equipment.Customer authorizes CFS to
adjust the Payment herein by up to fifteen percent(15%)if the actual total cost of the Equipment,including any sales or use tax,is more or less than originally estimated.Customer's obligation to pay all amounts due under this
Agreement and all other obligations hereunder shall be absolute and unconditional and is not subject to any abatements,set-off,defense or counterclaim for any reason whatsoever.
4.APPLICATION OF PAYMENTS:All Payments received by CFS from Customer under this Agreement will be applied to amounts due and payable hereunder chronologically,based on the dale of the charge as shown on the
invoice for each such amount,and among amounts having the same date in such order as CFS,in its discretion,may determine.
5.NO CFS WARRANTIES:CUSTOMER ACKNOWLEDGES THAT CFS IS NOT A MANUFACTURER,DEALER,OR SUPPLIER OF THE EQUIPMENT.CUSTOMER AGREES THAT THE EQUIPMENT IS LEASED"AS IS"AND IS OF A SIZE.
DESIGN AND CAPACITY SELECTED BY CUSTOMER.CUSTOMER ACKNOWLEDGES THAT CFS HAS MADE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUITABILITY OR DURABILITY OF THE EQUIPMENT,THE
ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIKE,OR ANY OTHER REPRESENTATION OR WARRANTY.EXPRESS OR IMPLIED,WITH RESPECT TO THE EQUIPMENT INCLUDING,WITHOUT LIMITATION,THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.Any warranty with respect to the Equipment made by the manufacturer,dealer,or supplier is separate from,and is not a part of,this Agreement and
shall be for the benefit of CFS,Customer and CFS'successors or assignees,if any.So long as Customer is not in breach or default of this Agreement,CFS assigns to Customer any warranties(including those agreed to between
Customer and the manufacturer,dealer,or supplier)which CFS may have with respect to any item of Equipment;provided that the scope and limitations of any such warranty shall be solely as set out in any agreement between
Customer and such manufacturer,dealer,or supplier or as otherwise specified in warranty materials from such manufacturer,dealer,or supplier and shall not include any implied warranties arising solely from CFS'acquisition of the
Equipment CUSTOMER ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY DEALER IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OF THIS AGREEMENT OR ANY SCHEDULE,OR TO MAKE ANY REPRESENTATION OR
WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE EQUIPMENT ON BEHALF OF CFS.
6.FISCAL FUNDING:Customer warrants that it has funds available to pay Payments payable pursuant to this Agreement until the end of its current appropriation period and warrants that it presently intends to make Payments in
each appropriation period from now until the end of this Agreement.The officer of Customer responsible for preparation of Customer's annual budget shall request from its legislative body or funding authority funds to he paid to CFS
under this Agreement.If notwithstanding the making in good faith of such request in accordance with appropriate procedures and with the exercise of reasonable care an d diligence,such legislative body or funding authority does not
appropriate funds to be paid to CFS for the Equipment,Customer may,upon prior written notice to CFS,effective upon the exhaustion of the funding authorized for the then current appropriation period,return the Equipment to CFS,
at Customer's expense and in accordance with this Agreement,and thereupon,Customer shall be released of its obligation to make Payments to CFS due thereafter,provided:(1)the Equipment is retumed to CFS as provided for in
the Agreement;(2)the above described notice states the failure of the legislative body or funding authority to appropriate the necessary funds as the reason for cancellation;and(3)such notice is accompanied by payment of all
amounts then due to CFS under this Agreement.In the event Customer returns the Equipment pursuant to the terms of this Agreement,CFS shall retain all sums paid by Customer.Customer's Payment obligations under this
Agreement in any fiscal year shall constitute a current expense of Customer for such fiscal year;and shall not constitute indebtedness or a multiple fiscal year obligation of Customer under Customer's state constitution,state law or
home rule charter.Nothing in this Agreement shall constitute a pledge by Customer of any taxes or other monies,other than as appropriated for a specific fiscal year for this Agreement and the Equipment.
7.ACCEPTANCE;DELIVERY:Customer's execution of the Acceptance Certificate,or other confirmation of Customer's acceptance of the Equipment;shall conclusively establish that the Equipment has been delivered to and
accepted by Customer far all purposes of this Agreement and Customer may not for any reason revoke that acceptance;however,if Customer has not,within ten(10)days after delivery of such Equipment,delivered to CFS written
notice of non-acceptance,specifying the reasons therefor and specifically referencing this Agreement,Customer shall be deemed to have irrevocably accepted such Equipment.CFS is the lessor and Customer is the lessee of the
Equipment under this Agreement.As between CFS and Customer only,this Agreement shall supersede any Customer purchase order in its entirety,notwithstanding anything to the contrary contained in any such purchase order.
Customer agrees to waive any right of specific performance of this Agreement and shall hold CFS harmless from damages if far any reason the Equipment is not delivered as ordered,if the Equipment is unsatisfactory or if CFS does
not execute this Agreement.Customer agrees that any delay in delivery of the Equipment shall not affect the validity of this Agreement.
8.LOCATION;LIENS;NAMES;OFFICES:Customer shall not move the Equipment from the location specified herein except with the prior written consent of CFS.Customer shall keep the Equipment free and clear of all claims and
liens other than those in favor of CFS.Customer's legal name(as set forth in its constituent documents filed with the appropriate governmental office or agency)is as set forth herein.The chief executive office address of Customer is
as set forth herein.Customer shall provide CFS with written notice at least thirty(30)days prior to any change of its legal name or chief executive office address,and shall execute and deliver to CFS such documents as required or
appropriate.
9.WARRANTY OF BUSINESS PURPOSE;USE;PERSONAL PROPERTY;FINANCING STATEMENTS:Customer represents and warrants that the Equipment will not be used for personal,family;or household purposes.
Customer shall comply with all laws and regulations relating to the use and maintenance of the Equipment.Customer shall put the Equipment only to the use contemplated by the manufacturer.The Equipment shall remain personal
property regardless of whether it becomes affixed to real property or permanently rests upon any real property or any improvement to real property.Customer authorizes CFS(and any third party filing service designated by CFS)to
execute and file(a)financing statements evidencing the interest of CFS in the Equipment(including forms containing a broader description ofthe Equipment than the description set forth herein),(b)continuation statements in respect
thereof,and(c)amendments thereto,and Customer irrevocably waives any right to notice thereof.
10.INDEMNITY:Customer shall reimburse CFS for and defend CFS against any claim for losses or injury caused by the Equipment Th is Section shall survive termination of this Agreement.
11.MAINTENANCE;ALTERATIONS:Customer shall keep and maintain the Equipment in good working order and shall,at Customer's expense,supply and install all replacement parts and accessories when required to maintain the
Equipment in good working condition.Customer shall not,without the prior written consent of CFS,make any changes or substitutions to the Equipment Any and all replacement parts,accessories,authorized changes to and/or
substitutions for the Equipment shall become part of the Equipment and subject to the terms of this Agreement.
CFS-1043(01/17) Page 1 of 2 SEE REVERSE FOR ADDITIONAL TERMS AND CONDITIONS.
12.TAXES;OTHER FEES AND CHARGES:CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL this Agreement automatically renews or Customer purchases the Equipment as provided herein,Customer shall,
LICENSE AND REGISTRATION FEES,ASSESSMENTS,SALES,USE,PROPERTY AND OTHER TAXES,AND OTHER at the termination of this Agreement,or upon termination of the lease of any item of Equipment as described in
EXPENSES AND CHARGES:togetherwilh any applicable penalfies,interest,and administrative fees now or at the Fiscal Funding provision hereof,return the Equipment at its sole cast and expense in good operating
any time imposed upon any Equipment,the Payments,or Customer's performance or non-performance of its condition,ordinary wear and tear resulting from proper use excepted,to a location specified by CFS.CFS may
obligations hereunder,whether payable by or assessed to CFS or Customer. If Customer fails to pay any such charge Customer a return fee equal to the greater of one Payment or$250 for the processing of returned Equipment.If
fees,assessments,taxes,expenses or charges as required hereunder,CFS shall have the right but not the for any reason Customer shall fail to return the Equipment to CFS as provided herein,Customer shall pay to CFS
obligation to pay those fees assessments,taxes,expenses and charges,and Customer shall promptly upon demand one billing period's Payment for each billing period or portion thereof that such return is delayed.
reimburse CFS,upon demand,for all such payments made plus administrative fees and costs,if any.Customer Customer shall reimburse CFS for any costs incurred by CFS to place the Equipment in goad operating
acknowledges that,where required by law,CFS will file any notices and pay personal property taxes levied on condition.
the Equipment.Customer shall reimburse CFS for the expense of such personal property taxes as invoiced by 2D. PURCHASE OPTION: (A)END OF TERM PURCHASE OPTION. To exercise this option,Customer shall
CFS and pay CFS a processing fee not to exceed$50 per year per item of Equipment that is subject to such lax. give CFS sixty(60)days'prior irrevocable written notice that itwill purchase all the Equipment at the end of the
Customer agrees that CFS has not,and will not,render tax advice to Customer,and that payment of such taxes initial term or any renewal term for the Purchase Option price indicated on the face of this Agreement I�us any
is an administrative act ON THE DATE OF THE FIRST SCHEDULED PAYMENT AND THE DATE OF THE FIRST applicable taxes,expenses,charges and fees. (B) PRIOR TO MATURITY PURCHASE.Customer may,at any
SCHEDULED PAYMENT AFTER THE ADDITION OF ANY EQUIPMENT,CUSTOMER SHALL PAY TO CFS A time,upon sixty(60)days prior irrevocable written notice purchase all(but not less than all)the Equipment at a
DOCUMENTATION FEE,IN THE AMOUNT OF$85,TO REIMBURSE CFS FOR ITS ADMINISTRATIVE AND price equal to the sum of all remaining Payments, Iglus the Fair Market Value,plus any applicable taxes,
RECORDING COSTS. expenses,charges and fees. For purposes of this Agreement Fair Market Value'shall be CFS'retail price at
13.INSURANCE:Customer,at its sale cost and expense,shall,during the term hereof including all renewals the time Customer notifies CFS of its intent to purchase the Equipment. Upon proper notice and payment by
and extensions,obtain,maintain and pay for(a)insurance against the loss,theft,or damage to the Equipment Customer of the amounts specified above,CFS shall transfer the Equipment to Customer"AS-IS WHERE-IS"
for the full replacement value thereof,and(b)comprehensive public liability and property damage insurance.All without any representation or warranty whatsoever,except for tide,and this Agreement shall terminate.
such insurance shall provide for a deductible not exceeding$5,000 and be in form and amount,and with 21.DATA:Customer acknowledges that the hard drive(s)on the Equipment,including attached devices,may
companies satisfactory to CFS.Each insurer providing such insurance shall name CFS as additional insured and retain images,content or other data that Customer may store for purposes of normal operation of the Equipment
loss payee and provide CFS thirty(30)days'written notice before the policy in question shall be materially ('Data").Customer acknowledges that CFS is not storing Data on behalf of Customer and thatexposure or
altered or canceled.Customer shall pay the premiums for such insurance,shall be responsible for all deductible access to the Data by OFS,if any,is purely incidental to the services performed by CFS.Neither CFS nor any of
portions thereof,and shall deliver certificates or other evidence of insurance to CFS.The proceeds of such its affiliates have an obligation to erase or overwrite Data upon Customer's return of the Equipment to CFS.
insurance,at the option of CFS,shall be applied to(a)replace or repair the Equipment,or(b)pay CFS the Customer is solely responsible for:(A)its compliance with applicable law and legal requirements pertaining to
"Remaining Lease Balance,"which shall be the sum of:(i)all amounts then owed by Customer to CFS under this data privacy,storage,security,retention and protection;and(B)all decisions related to erasing or overwriting
Agreement Iglus(ii)the present value of all remaining Payments forthe full term of this Agreement; Iglus(iii)the Data.Without limiting the foregoing,if applicable,Customer should,(i)enable the Hard Disk Drive(HDD)data
Fair Market Value of the Equipment(as defined herein);plus(iv)any applicable taxes,expenses,charges and erase functionality that is a standard feature on certain Equipment and/or(ii)prior to return or other disposition of
fees.For purposes of determining present value under this Agreement Payments shall be discounted at three the Equipment,utilize the HDD(or comparable)formatting function(which may be referred to as"Initialized All
percent(3%)per year.Customer hereby appoints CFS as Customer's attorney-in-fact solely to make claim for, DatalSettings"function)if found on the Equipment to perform a one pass overwrite of Data or,if Customer has
receive payment of,and execute and endorse all documents,checks,or drafts for any lass or damage to higher security requirements,Customer may purchase from its Caron dealer at current rates an appropriate
Equipment under any such insurance policy.If within ten(10)days after CFS'request,Customer fails to deliver option for the Equipment which may include(a)an HDD Data Encryption Kit option which disguises information
satisfactory evidence of such insurance to CFS,then CFS shall have the right,but not the obligation,to obtain before it is written to the hard drive using encryption algorithms,(b)an HDD Data Erase Kit that can perform up
insurance covering CFS'interests in the Equipment,and add the costs of acquiring and maintaining such to a 3-pass overwrite of Data(for Equipment not containing data erase functionality as a standard feature),or(c)
insurance,and an administrative fee,to the amounts due from Customer under this Agreement.CFS and any of a replacement hard drive(in which case Customer should properly destroy the replaced hard drive).Customer
its affiliates may make a profit on the foregoing. shall indemnify CFS,its subsidiaries,directors,officers,employees and agents from and against any and all
14.LOSS;DAMAGE:Customer assumes and shall bear the entire risk of lass,theft of,or damage to the costs,expenses liabilities,claims,damages:losses,judgments or fees(including reasonable attorneys'feed
Equipment from any cause whatsoever,effective upon delivery to Customer.No such lass,theft or damage shall arising or related to the storage,transmission or destruction of the Data.This section survives termination or
relieve Customer of any obligation under this Agreement.In the event of damage to any Equipment,Customer expiration of this Agreement.The terms of this section shall solely govern as to Data,notwithstanding that any
shall immediately repair such damage at Customers expense.If any Equipment is lost,stolen,or damaged provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter
beyond repair,Customer,at the option of CFS,will(a)replace the same with like equipment in a condition entered into between Customer and CFS applies,or could be construed to apply to Data.
acceptable to CFS and convey clear title to such equipment to CFS(and such equipment will become 22.MAXIMUM INTEREST;RECHARACTERIZED AGREEMENT:No Payment is intended to exceed the
"Equipment'and be subject to the terms of this Agreement),or(b)pay CFS the Remaining Lease Balance.Upon maximum amount of interest permitted to be charged or collected by applicable laws,and any such excess
CFS'receipt of the Remaining Lease Balance,CFS shall transfer the applicable Equipmentto Customer"AS-IS, Paymentwill be applied to payments due under this Agreement,in inverse order of maturity,and thereafter shall
WHERE-IS"without any representation or warranty whatsoever,except for title,and this Agreement shall be refunded.If this Agreement is recharacterized as a conditional sale or loan,Customer hereby grants to CFS,
terminate with respect to such Equipment its successors and assigns,a security interest in the Equipment to secure payment and performance of
15.DEFAULT:Any of the fallowing events or conditions shall constitute an Event of Default under this Customer's obligations under this Agreement.
Agreement:(a)Customer defaults in the payment when due of any indebtedness of Customer to CFS,whether 23.UCC-ARTICLE 2A:CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS INTENDED AS A
or not arising under this Agreement,without notice or demand by CFS;(b)Customer or any guarantor of "FINANCE LEASE"AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE("UCC 2A")
Customer's obligations hereunder("Guarantor")ceases doing business as a going concern,(c)Customer or any AND THAT CFS IS ENTITLED TO ALL BENEFITS,PRIVILEGES,AND PROTECTIONS OF A LESSOR UNDER A
Guarantor becomes insolventor makes an assignment for the benefitof creditors;(d)a petition or proceeding is FINANCE LEASE.CUSTOMER WAIVES ITS RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-522.
filed by or against Customer or any Guarantor under any bankruptcy or insolvency law;(e)a receiver,trustee, 24.WAIVER OF OFFSET:This,Agreement is a net lease.If the Equipment is not properly installed,does not
conservator,or liquidator is appointed for Customer,any Guarantor,or any of their property;(f)any statement, operate as represented or warranted,or is unsatisfactory for any reason,Customer shall make such claim solely
representation or warranty made by Customer or any Guarantor to CFS is incorrect in any material respect;or(g) against the supplier,dealer,or manufacturer.Customer waives any and all existing and future claims and offsets
Customer or any Guarantor who is a natural person dies. against any Payments or other charges due under this Agreement,and unconditionally agrees to pay such
16.REMEDIES:Upon the happening of any one or more Events of Default,CFS shall have the right to exercise Payments and other charges:regardless of any offset or claim which may be asserted by Customer or on its
any one or all of the following remedies(which shall be cumulative),simultaneously,or serially,and in any order: behalf.
(a)to require Customer to immediately pay all Payments hereunder(whether or not then due)and other amounts 25.AUTHORITY AND AUTHORIZATION:Customer represents and agrees that(a)Customer is a state or a
due under this Agreement,with CFS retaining title to the Equipment,(b)to terminate any and all agreements with political subdivision or agency of a slate;(b)thatentering into and performance of the Agreement is authorized
Customer'(c)with or without notice,demand or legal process,to ent�r upon the premises wherever the under Customer's state laws and Constitution and does not violate or contradict any judgment,law,order,or
Equipment may be found,to retake possession of any or all of the Equipment and(i)retain such Equipment and regulation,or cause any default under any agreement to which Customer is party;and(c)Customer has
all Payments and other sums paid hereunder,or(ii)sell the Equipment and recover from Customer the amount complied with any bidding requirements and,where necessary has properly presented this Agreement for
by which the Remaining Lease Balance exceeds the net amount received by CFS from such sale;or(d)to approval and adoption as a valid obligation on Customer's part.Upon request,Customer agrees to provide CFS
pursue any other remedy permitted at law or in equity.CFS(i)may dispose of the Equipment in its then present with an opinion of counsel as to clauses(a)through(c)above,an incumbency certificate,and other documents
condition orfollowing such preparation and processing as CFS deems commercially reasonable:(ii)shall have that CFS may request,with all such documents being in a form satisfactory to CFS.
no duty to prepare or process the Equipment prior to sale;(iii)may disclaim warranties of title,possession:quiet 26.GOVERNING LAW;VENUE;WAIVER OF JURY TRIAL:THIS AGREEMENT HAS BEEN EXECUTED BY CFS
enjoyment and the like;and(iv)may comply with any applicable state or federal erred to adverse in connection th ion IN,AND SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO IN,THE STATE OF NEW JERSEY.
with a disposition of the Equipment and none oitth foregoing actions shall be deemed to adversely affect the THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
commercial reasonableness of the disposition of the Equipment n the Equipment is not available for sale OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES.ANY ACTION BETWEEN
Customer shall be liable for the Remaining Lease Balance and any other amounts due under this Agreement.If CUSTOMER AND CFS SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF
the proceeds of the sale of the Equipment are not sufficient to pay the balance of any Payments awed CAMDEN OR BURLINGTON,NEW JERSEY.OR AT CFS'SOLE OPTION,IN THE STATE WHERE CUSTOMER OR
Customer during its then-current appropriation period,CFS may take any other remedy available law or in
equity to require Customerto pay such Payments and perform any of its other obligations under this Agreement. THE EQUIPMENT IS LOCATED.CUSTOMER,BY ITS EXECUTION AND DELIVERY HEREOF,IRREVOCABLY
WAIVES OBJECTIONS TO THE JURISDICTION OF SUCH COURTS AND OBJECTIONS TO VENUE AND
No waiver any Customer's obligations,conditions or covenants shall effective unless contained in a CONVENIENCE OF FORUM.CUSTOMER,BY ITS EXECUTION AND DELIVERY HEREOF,AND CFS BY ITS
writing signed
CFS.by CFS.Failure to exercise any remedy that CFS may have shall not constitute a waiver of any ACCEPTANCE HEREOF,HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH
obligation with respect to which Customer is in default PROCEEDINGS.
17.LATE CHARGES;EXPENSES OF ENFORCEMENT:If Customer fails to pay any sum to be paid by 27,GOVERNMENT USE: Customer agrees that the use of the Equipment is essential for Customer's proper,
Customer to CFS under this Agreement nt or before the due date,Customer shall pay CFS,upon demand,an efficient and economic operation,Customer will be the only entity to use the Equipment duri ng the term of this
amount equal to the greater often percent period
su of each such delayed Payment or twenty-five dollars($45)for Agreement and Customer will use the Equipment only for Customer's governmental purposes.Upon request,
each billing period or portion of a billing period such Payment is delayed,in each case a the extent permitted by Customer agrees to provide CFS with an essential use letter in a form satisfactory to CFS as to the preceding
applicable law.The amounts specified above shall be paid as liquidated damages and as compensation far CFS'
internal operating expenses incurred in connection with such late payment.In addition,Customer shall reimburse sentence.
CFS for all of its out-of-packet costs and expenses incurred in exercising any of its rights or remedies hereunder 28.MISCELLANEOUS:All notices required or permitted under this Agreementshall be sufficient if delivered
or in enforcing any of the terms of this Agreement,including,without limitation,reasonable fees and expenses of personally,sent via facsimile or other electronic transmission,or mailed to such party at the address set forth in
attorneys and collection agencies,whether or not suit is brought If CFS should bring court action.Customer and this Agreement,or at such other address as such party may designate in writing from time to time.,Any notice
CFS agree that attorney's fees equal to twenty-five percent(250%)of the total amount sought by CFS shall be from CFS to Customer shall be effective three(3)days after it has been deposited in the mail,duly addressed.
deemed reasonable for purposes of this Agreement All notices to CFS from Customer shall be effective after it has been received via U.S.mail,express delivery,
18.ASSIGNMENT:CUSTOMER SHALL NOT ASSIGN OR PLEDGE THIS AGREEMENT IN WHOLE OR IN PART, facsimile;or other electronic transmission.If there should be more than one party executing this Agreement as
NOR SHALL CUSTOMER SUBLET OR LEND ANY EQUIPMENT WITHOUT PRIOR WRITTEN CONSENT OF CFS.CFS Customer,all obligations to be performed by Customer shall be the joint and several liability of all such parties.
may pledge or transfer this Agreement Customer agrees that if CFS transfers this Agreement,the assignee will Customer's representations,warranties,and covenants under this Agreement shall survive the delivery and
have the same rights and benefits that CFS has now and will not have to perform any of CFS'Obligations,which return of the Equipment.Any provision of this Agreement that may be determined by competent authority to be
CFS will continue to perform.Customer agrees that the rights of the assignee will not be subject to any claims; prohibited or unenforceable in any jurisdiction shall,as to such jurisdiction,be ineffective to the extent of such
defenses,or set-offs that Customer may have against CFS.If Customer is given notice of any such transfer, prohibition or unenforceability without invalidating the remaining provisions of this Agreement.No such
Customer agrees:if so directed therein,to pay directly to the assignee all or any part of the amounts payable prohibition or unenforceability in any jurisdiction shall invalidate or render unenforceable such provision in any
hereunder. other jurisdiction.Customer agrees that CFS may insert missing information or correct other information on this
Agreement including the Equipment's description,serial number,and location,and corrections to Customer's
19.RENEWAL;RETURN: This Agreement shall automatically renew on a month—to-month basis at the same legal name;otherwise,this Agreement contains the entire arrangement between Customer and CFS and no
Payment amount and frequency unless Customer sends written notice to CFS,at least sixty(60)days'before the modifications of this Agreement shall be effective unless in writing and signed by the parties.Customer agrees
end of the scheduled term or any renewal term that Customer either(i)shall exercise the Purchase Option in that CFS may accept a facsimile or other electronic transmission of this Agreement or any Acceptance Certificate
accordance with the terms hereof and at the end of such term exercises such Purchase Option,or(ii)does rot as an original,and that facsimile or electronically transmitted copies of Customer's signature will be treated as an
want to renew this Agreement,and atthe end of such term returns the Equipment as provided below. Unless original for all purposes. MON 10F.COUNTY ATTORNEY
AP `Ct o S I'O FQRM
CFS-1043 (01/17) Page 2 of 2 Cate: mm_ millet: RG
DocuSign Envelope MD: A2619EO3-AIA3-49EF-9377-99DE862EF233
Department of
ANAGE ;I
SERVICES
We serve these who serve Florida
CONTRACT AMENDMENT NO.: 1 - Renewal
Contract No.. 44000000-NASPO-19-ACS
Contract Name: Copiers and Managed Print Services
This Contract Amendment to Contract No. 44000000-NASPO-19-ACS ("ACS") is made by the
State of Florida, Department of Management Services ("Department")and Canon U.S.A., Inc.
("Contractor"), with its principal place of business located at 1 Canon Park, Melville, NY, 11747,
collectively referred to herein as the"Parties."
WHEREAS, the ACS was entered into by both Parties and became effective on February 8,
2022„ to continue through December 31, 2022, for the provision of Copiers and Managed Print
Services, pursuant to State of Colorado Master Agreement No. 140595;
WHEREAS, the State of Colorado Master Agreement No. 140595 was renewed through July
31, 2024;
WHEREAS, the Parties agreed that the ACS may be amended by written mutual agreement as
provided in subsection 6.9, Modification and Severability, of the Special Contract Conditions
incorporated into this ACS in Exhibit B; and
WHEREAS, the Parties agreed that the ACS may be renewed by written mutual agreement as
provided in 2.2, Renewal, of the Special Contract Conditions of the ACS.
ACCORDINGLY, and in consideration of the mutual promises contained in the Contract
documents, the Parties agree as follows:
I. ACS Renewal. The ACS is hereby renewed for a period of nineteen (19) months effective
January 1, 2023, with a new expiration date of July 31, 2024, pursuant to the same terms and
conditions, except as amended herein.
II. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the
Contract, the terms of this Amendment shall control.
III. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in
the Contract shall continue in full force and effect. This Amendment is effective when signed by
both Parties.
IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized
representatives.
Rev.9/7/21
DocuSign Envelope ID:A2819EO3-AlA3-49EF-9377-99DE862EF233
Department of
ANAGE ;I
SERVICES
We serve those who serve Florida
CONTRACT AMENDMENT NO,: 1 _ Renewal
Contract No..: 44000900-NASPO-19-ACS
Contract Name: Copiers and Managed Print Services
State of Florida: Contractor:
Department of Management Services Canon U.S.A., Inc.
DocuSigned by: OocuSigned pY:
Aw,
Name: Pedro Allende Name: Mason olds
Title: Secretary Title: SVP
[date. 12/21/2022 1 12:54 PM EST Date:12/12/2022 1 4:26 PM EST
Rev. 9/7/21
NASPO ValuePoint NASPO
PARTICIPATING ADDENDUM sma U-& P oin n t
COPIERS AND MANAGED PRINT 'Avg u A
SERVICES
Led by the State of Colorado
Master Agreement#: 140595
Contractor: Canon U.S.A., Inc.
Participating State: Florida, Agreement No. 44000000-NASPO-19-ACS
1. Scope: This Addendum covers the NASPO ValuePoint Master Agreement for Copiers and
Managed Print Services led by the State of Colorado, for use by state agencies and other entities
located in the State of Florida and authorized by that state's statutes to utilize state contracts with
the prior approval of the state's Chief Procurement Officer.
2. Order of Precedence:
a) This Participating Addendum and all Amendments;
b) State of Florida Additional Special Contract Conditions;
c) State of Florida Special Contract Conditions;
d) NASPO ValuePoint Master Agreement Terms & Conditions, including all Exhibits;
e) An Order issued against the Master Agreement;
f) The Solicitation, RFP-NP-18-00 1, Copiers and Managed Print Services;
g) The Contractor's response to the Solicitation, as revised (if permitted) and accepted by the
Lead State; and
h) The Contractor's Supplemental Documents, including all Attachments.
3. Term of the Master Agreement:
a) Initial Term: The initial term of this Participating Addendum will become effective on the last
date the document is signed by all Parties, whichever is later, and shall be effective through
December 31, 2021, unless terminated earlier, in accordance with the Special Contract
Conditions.
b) Renewal: Upon agreement of the Parties, the Department and the Contractor may renew this
Participating Addendum in accordance with section 287.057(13), Florida Statutes, and Rule
60A-1.048, Florida Administrative Code. Renewals must be in writing and are subject to the
same term, conditions, and modifications set forth in this Participating Addendum. The
Contractor and Purchasing Entities may negotiate renewal term pricing, which shall not
exceed the pricing provided during the initial term as set forth in the Master Agreement.
4. Product Offerings: The Contractor is authorized to provide Products listed below:
• Group A-MFD, A3
• Group B -MFD, A4
• Group C-Production Equipment
• Group D -Single-function Printers
• Group E -Large/Wide Format Equipment
• Group F-Scanners
Page 1 of 4
NASPO ValuePoint NASPO
PARTICIPATING ADDENDUM sma U-& P oin n t
COPIERS AND MANAGED PRINT 'Avg u A
SERVICES
Led by the State of Colorado
• Managed Print Services (MPS)
• Software
S. Service Offerings: The Contractor is authorized to provide Services listed below:
• Managed Print Services-Exhibit C (Sample MPS Statement of Work), of the
Master Agreement, provides a framework for any ensuing MPS engagement. Prior to
any commencement, all MPS engagements must be agreed to and signed by both
Customer and Contractor.
• Maintenance Agreements:
■ Automatic renewals are not permitted under the Master Agreement.
■ Contractor shall have the ability to blend the Service and Supply costs over a
large Equipment fleet.
■ Manual Meter Reads -As part of its Services, Contractor may, at its discretion
and dependent upon device capabilities, provide electronic remote meter
reading and equipment monitoring. This may allow for automated meter
reading and submission, automatic placement of low toner alerts, automatic
placement of service calls in the event of a critical Product failure and may
enable firmware upgrades.
■ Customer-Owned Equipment - Customers may elect to enter into a
Maintenance Agreement for Equipment they already own, or Equipment they
acquire through an up-front purchase. The Maintenance Agreement may be
priced on a flat rate fee, which shall include parts, labor, Preventative
Maintenance (if applicable) and Service calls. Supplies may or may not be
included. The Maintenance Agreement shall not be subject to automatic
renewals.
■ Lease or Rental Equipment - Contractor shall be required to provide a
Maintenance Agreement on all Equipment that is leased or rented by a
Customer. The Maintenance Agreement shall be priced based on a cost per
click rate, or a monthly base charge.
Participating State or Entity must check one of the boxes below. These modifications or additions
apply only to actions and relationships within the State of Florida. A Participating Addendum shall
not diminish, change, or impact the rights of the Lead State with regard to its contractual
relationship with the Contractor under the Terms and Conditions of the State of Colorado NASPO
ValuePoint Master Agreement.
[ ] No changes to the terms and conditions of the Master Agreement are required.
[ X ] The following changes are modifying or supplementing the Master Agreement terms
and conditions:
Page 2 of 4
DocuSign Envelope ID:67A1 D335-133FB-4546-139A4-71314750858A3
NASPO ValuePoint NASPO
PARTICIPATING ADDENDUM
COPIERS AND MANAGED PRINT ValuePoint
SERVICES
Led by the State of Colorado
Exhibit A—Additional Special Contract Conditions
Exhibit B—Special Contract Conditions
6. Master Par :B r per:All purchase orders issued by Purchasing Entities within the
jurisdiction of this Participating Addendum shall include the NASPO ValuePoint Master
Agreement number: 140595
7. Primazy Contacts: The primary contact individuals for this Participating Addendum are as
follows(or their named successors):
Contractor
Name Dave Rothauser
Address One Canon Park, Melville, NY 11747
Telephone 631.330.5443
E-mail iscrbidadmin a-?cusa.canon.com
Par 'cpatin Entity
Name Christia Nunne
Address 4050 Es lanade Wa ,Tallahassee, FL 32399-0950
Telephone 850.488.8367
E-mail Christia.Nunnag@dms.Tyflorida.com
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by
both parties below.
Participating State: Contractor:
Florida Canon U.S.A., Inc.
By: DocuSigned by: By-
Name: 1 Name:
Tami Fillyaw Shinichi Yoshida
Title: Title:
Chief of Staff Executive Vice President&G.M.,BICG
Date:3/18/2020 1 1:07 PM EDT Date:
3/11/2020
Page 3 of 4
NASPO ValuePoint NASPO
PARTICIPATING ADDENDUM sma U-& P oin n t
COPIERS AND MANAGED PRINT 'Avg u A
SERVICES
Led by the State of Colorado
For questions on executing a Participating Addendum, please contact:
NASPO ValuePoint
Cooperative Development Coordinator: Ted Fosket
Telephone: (907) 723-3360
Email: t ;s;II� ;Q,¢°a g.a.s!:�oya.11.g.e oi:ii�:Q,oii:�:.
[Please email fully executed PDF copy of this document to
IIIIIP' ,, ipimyu; ;;!uu, ,:; , ;;llll;ym,,, ',,,,,, iiiim, , to support documentation of participation, and to
post in appropriate data bases]
Page 4 of 4
Department of
MENT
MANAGE 77A
SERVICES
We serve those who serve Florida
ADDITIONAL SPECIAL CONTRACT CONDITIONS
Exhibit A
The following changes are modifying or supplementing the Master Agreement terms and
conditions. (These modifications or additions apply only to actions and relationships within the
Participating Addendum.)
Upon execution of the Participating Addendum, Customers may purchase products and
services under contract using the State of Florida Alternate Contract Source Number 44000000-
NASPO-19-ACS.
Customers acknowledge and agree to be bound by the terms and conditions of the Master
Agreement except as otherwise specified in this document.
A. Contractor acknowledges that Participating State is an agency of the State of Florida
and mandated by the State of Florida that every contract must include the list of terms
and conditions stated in the Additional Special Contract Conditions and Special Contract
Conditions.
a. Vendor Registration: In order to complete any transaction between an Individual
Customer and the Contractor, the Contractor must be registered in
MvFloridaMarketPlace.
b. Purchases: In order to procure products and services hereunder, Customers
shall issue purchase orders or use a purchasing card which shall reference
Florida Alternate Contract Source Number 44000000-NASPO-19-ACS.
Customers are responsible for reviewing the terms and conditions of this PA
including all Exhibits.
c. Additional Customer Terms: If any additional ordinance, rule, or other local
governmental authority requires additional contract language before a Customer
can make a purchase under this PA, the Customer is responsible for entering a
separate agreement with the Contractor and capturing that additional contract
language therein.
d. The State of Florida's performance and obligation to pay under this PA is
contingent upon an annual appropriation by the Legislature. The vendor shall
comply with section 11.062, Florida Statutes and section 216.347, Florida
Statutes, prohibiting use of funds to lobby the Legislature, Judicial, or state
agencies.
B. Product Offerings: The Contractor is authorized to provide Products as referenced in
Section 4 of the State of Florida Participating Addenda. Any Product Offerings not listed
are not approved.
C. Service Offerings: The Contractor is authorized to provide Services as referenced in
Section 5 of the State of Florida Participating Addenda.
Contract No.44000000-NASPO-19-ACS
Copiers& Managed Print Services
1
D. Employment Eligibility Verification: The language of Subsection 13.2 of the Special
Contract Conditions regarding E-Verify shall apply to resellers as well as other
subcontractors.
E. Price List/Preferred Price: The Contractor's price list will be the same as the NASPO
ValuePoint price list, and the Department will post a link on the Department's website to
the price list posted on the NASPO ValuePoint website. Contractors are encouraged to
provide special pricing and/or tiered discount rates applicable to State of Florida
Customers wherever possible.
F. Orders: Any Order placed by a Customer for a Product and/or Service available from this
Participating Addendum shall be deemed to be a sale under and governed by the terms
and conditions of the Participating Addendum. To the extent the Customer and the
Contractor agree on additional terms, the terms will be documented on the Customer
Order, and signed by both parties.
G. Contractor must be able to accept purchase orders via fax, e-mail, or the
MyFloridaMarketPlace (MFMP).
H. Electronic Invoicing: The Contractor may supply electronic invoices in lieu of paper-
based invoices for those transactions processed through MFMP. Electronic invoices
may be submitted to the agency through one of the mechanisms as listed below:
a. EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set (810)
for use within the context of an Electronic Data Interchange (EDI) environment.
This transaction set can be used for invoicing via the Ariba Network (AN) for
catalog and non-catalog goods and services.
b. PO Flip via AN
The online process allows Contractors to submit invoices via the AN for catalog
and non-catalog goods and services. Contractors have the ability to create an
invoice directly from their Inbox in their AN account by simply "flipping" the PO
into an invoice. This option does not require any special software or technical
capabilities.
For the purposes of this section, the Contractor warrants and represents that it is
authorized and empowered to and hereby grants the State and the third-party provider of
MFMP, a state contractor, the right and license to use, reproduce, transmit, distribute,
and publicly display within the system the information outlined above. In addition, the
Contractor warrants and represents that it is authorized and empowered to and hereby
grants the State and the third-party provider the right and license to reproduce and
display within the system the Contractor's trademarks, system marks, logos, trade dress,
or other branding designation that identifies the products made available by the
Contractor under the contract.
The Contractor will work with the MFMP management team to obtain specific
requirements for the electronic invoicing if needed.
I. Product Installation & Invoicing: Unless otherwise agreed to by both parties, signing the
delivery and acceptance ("D&A") certificate constitutes Acceptance of the Product(s) and
allows Contractor to invoice for the Product(s). Failure to sign the D&A or reject the
Product(s) within the foregoing five (5) day period shall be deemed as Acceptance by the
Customer.
Contract No.44000000-NASPO-19-ACS
Copiers& Managed Print Services
2
Contractor will provide timely billing and Customer will notify Contractor, in writing, of any
billing concern. In order for Contractor to generate accurate service invoices, Purchasing
Entities shall provide meter reads within the Contractor(s) requested timeframe.
Invoices that are generated without receiving the proper meter read information from the
Customer will not be considered inaccurate.
The Customer shall provide written notice of any alleged invoicing issue(s) and the
Contractor will be allowed a thirty (30) day cure period to address any such issue. Failure
on the Contractor(s) part to maintain accurate invoicing shall result in a $25.00 per
instance credit on the following month's invoice.
J. Not Specifically Priced ("NSP") Open Market Items: Not Specifically Priced (NSP) items
compliment or enhance the Products and/or Services offered under the resulting Master
Agreement(s). NSP items will not include:
Interactive White boards;
Computers, monitors, or other related items;
Fax machines;
Overhead Projectors, and
Cameras.
NSP items may only be acquired through the Contractor(s) or their Authorized Dealer(s)
and must be reported quarterly with all other sales under the resulting Master
Agreement(s). NSP items must be priced at a minimum discount of 15% from MSRP or
List Price. NSP items shall not be offered to a Customer as a stand-alone option, and the
maximum allowable amount of all NSP items in a single Order shall be determined by
the Participating State or Entity.
K. Software: Customers that acquire software shall be subject to the license agreements
distributed with such software. Software subscriptions shall not be subject to automatic
renewals. Customers shall have the option to finance software subscriptions by utilizing
Contractor lease and rental rates. Notwithstanding the foregoing, in the event of a
conflict in language between an end user license agreement (EULA) and the Master
Agreement, the language in the Master Agreement will supersede and control. In
addition, any language in a EULA which violates a participating state's constitution or a
statute of that state; or violates the laws of a local entity making a purchase, will be
deemed void, and of no force or effect, as applied to the participating or Customer.
L. Contract Reporting: The Contractor shall report information on orders received from
Customers associated with this PA.
The Contractor shall submit reports in accordance with the following schedule:
Report Period Covered Due Dates
MFMP Transaction Report Calendar month 15th calendar day of the month following the receipt
of payment for the vendor's good or services.
Contract Quarterly Sales State's Fiscal 15 calendar days after close of the period
Report Quarter
No favorable action will be considered for any contractor who has outstanding Contract
Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other documentation,
to include fees /monies that is required under this Contract.
Contract No.44000000-NASPO-I9-ACS
Copiers& Managed Print Services
3
a. Contract Quarterly Sales Report: The Contractor agrees to submit a Quarterly Sales
Report to the Department's Contract Manager within 15 calendar days after the close
of each State Fiscal quarter.
Quarterly reporting timeframes coincide with the State Fiscal Year as follows:
Quarter 1 - (July-September) —due 15 calendar days after close of the period
Quarter 2 - (October-December) —due 15 calendar days after close of the period
Quarter 3 - (January-March)—due 15 calendar days after close of the period
Quarter 4 - (April-June) —due 15 calendar days after close of the period
Quarterly Reporting periods should coincide with the PA term and begin the quarter
following PA execution. Reports must be submitted in MS Excel format and can be
retrieved by accessing the following link at FIL DMS Quarterly Sales Report Form.
The report will include all sales (orders) from Customers received (associated with
this PA) during the period. Initiation and submission of the Quarterly Report is the
responsibility of the Contractor without prompting or notification from the
Department's Contract Manager. If no orders are received during the period, the
Contractor must submit a report stating that there was no activity. If the Contractor
fails to submit two consecutive quarterly sales reports, this PA may be terminated for
convenience or the Department may choose to not renew the PA.
In addition, the Department may require additional sales information such as copies
of purchase orders, or ad hoc sales reports. The Contractor shall submit these
specific ad hoc requests within the specified amount of time as requested by the
Department.
b. MFMP Transaction Fee Report: The Contractor is required to submit monthly
Transaction Fee Reports in the Department's electronic format. Reports are due 15
calendar days after the end of the reporting period. For information on how to submit
Transaction Fee Reports online, please reference the detailed fee reporting
instructions and Vendor training presentations available online at the Transaction
Fee Reporting and Vendor Training subsections under Vendor on the MFMP
website: MFMP Transaction Fee and Reporting. Assistance is also available with the
Transaction Fee Reporting System from the MFMP Customer Service Desk by email
at eeprocessin v lori amarketplace.com or telephone 866-FLA-EPRO (866-
352-3776) from 8:00 a.m. to 6:00 p.m. Eastern Time.
M. Ad hoc Reports: The Department reserves the right to require additional reports or
information pertaining to this PA and any resulting purchase orders or contracts with
customers. The Contractor must submit a report or information within five (5) business
days after receipt of a Department request, unless otherwise approved by the
Department.
N. Financial Consequences: The following financial consequences will apply for
nonperformance of the contract by a Contractor. The State reserves the right to withhold
payment or implement other appropriate remedies, such as contract termination or
nonrenewal, when the Contractor has failed to perform/comply with provisions of the PA.
These consequences for non-performance are not to be considered penalties.
Contract No.44000000-NASPO-19-ACS
Copiers& Managed Print Services
4
The financial consequences will be paid via check or money order and made out to the
Department of Management Services in US Dollars within 30 calendar days after the
required report submission date. These consequences are individually assessed for
failures over each target period beginning with the first full month or quarter of the
contract performance and every quarter thereafter.
Performance Financial
Target Consequence
Performance Metrics Description Frequency for Non-
Performance
(Per Day Late)
Quarterly Sales Report Quarterly Sales Report are due 100% Quarterly $250
Submission on or before the 151"calendar
day after close of a quarter.
Monthly Transaction Fee Transaction Fee Report are due 100% Monthly $100
Report on or before the 15th calendar
day after close of the period.
O. Financial Consequences for Non-Performance: If the Department determines that the
Contractor has failed in any quarter to meet requirements of the Service Level
Agreement for two or more standards, the Department may assess the Contractor a fee
in accordance with the Service Level Agreement table incorporated herein.
These consequences of non-performance shall not be considered penalties.
P. Business Review Meetings: The Department reserves the right to schedule business
review meetings as frequently as necessary. The Participating State will provide the
format for the Contractor's agenda. Prior to the meeting, the Contractor shall submit the
completed agenda to the Participating State/Entity for review and acceptance. The
Contractor shall address the agenda items and any of the Participating State's additional
concerns at the meeting. At minimum, the parties shall meet to discuss:
a. Program compliance
b. Program trending review
c. Savings report: Hard dollar and soft dollar
d. Spend report
e. Subcontractor and contingent staff performance
f. Recommendations for improved compliance and performance
Failure to comply with this section may result in the Contractor being found in default
and PA termination.
Q. Certification of Drug-Free Workplace: In executing this PA, Contractor certifies that it has
implemented a drug-free workforce program.
R. Resellers/Partners: The Contractor may use resellers/partners in order to provide
equipment and services. All resellers/partners shall be the direct responsibility of the
Contractor. The Contractor is responsible for all liability, terms and conditions within
Master Agreement and this Addendum. The Contractors resellers/partners' participation
will be in accordance with the terms and conditions set forth in the aforementioned
Master Agreement and this Addendum. If a reseller/partner is authorized to conduct
Contract No.44000000-NASPO-I9-ACS
Copiers& Managed Print Services
5
business on behalf of the Contractor and the reseller/partner is to receive compensation
from the Contractor for its services, then any dispute between the Contractor and the
reseller/partner shall be resolved between the Contractor and the reseller/partner. The
State of Florida is not a party to any agreement entered into between the Contractor and
its resellers/partners. The Contractor shall be responsible to report all contract sales
(and pay any associated MFMP transaction fees), including those of any such
resellers/partners and shall ensure that all such resellers/partners meet the following
requirements:
The Contractor shall be responsible to report all contract sales (and pay any associated
MFMP transaction fees), including those of any such subcontractors and shall ensure
that all such subcontractors meet the following requirements:
• Have an ACTIVE Registration with the Florida Department of State, Division of
Corporations (w ,sun iz,or )
• Registered in the MFMP Vendor Information Portal
( tt s://ven or.myflori amarketp ace.com)
• Not be on the State of Florida's Convicted, Suspended, or Discriminatory lists
http-://www.dms.mvflorida.com/business operations/State purchasing/vendor inf
ormation/convicted suspended discriminatory complaints vendor lists
• Have a copy of e-Verify Status on file
• Have a current W 9 filed with the Florida Department of Financial Services
( tt se//fvenoramyforiacfoacom)
S. Lease Early Termination Charges: Except in the case of Non-appropriation of funds
Straight Leases shall be subject to an early termination charge and shall involve the
return of the Equipment (in good working condition; ordinary wear and tear excepted) by
the Purchasing Entity to the Contractor. With respect to the Equipment, the termination
charge shall not exceed the balance of remaining Equipment Payments (including any
current and past due amounts), and with respect to Service or maintenance obligations,
the termination charge shall not exceed four(4) months of the Service and Supply base
charge or twenty-five percent (25%) of the remaining Maintenance Agreement term,
whichever is less.
T. The following sections replace and supersede the corresponding sections of the Special
Contract Conditions, Exhibit B:
6.7 Time is of the Essence.
Time is of the essence regarding every obligation of the Contractor under the Contract.
7.5 Indemnification.
To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and
hold the Customer and the State of Florida, its officers, employees, and agents harmless
from all fines, claims, assessments, suits, judgments, or damages, including
consequential, special, indirect, and punitive damages, including court costs and
reasonable attorney's fees, arising from or relating to any third party claims that the
equipment and/or products leased or purchased under this agreement ( "Products")
Contract No.44000000-NASPO-19-ACS
Copiers& Managed Print Services
6
violate or infringe a trademark, copyright, patent, trade secret, or intellectual property
right or out of any acts, actions, breaches, neglect, or omissions of the Contractor, its
employees, agents, subcontractors, assignees, or delegates related to the Contract, as
well as for any determination arising out of or related to the Contract that the Contractor
or Contractor's employees, agents, subcontractors, assignees, or delegates are not
independent contractors in relation to the Customer. Notwithstanding the foregoing,
Contractor shall have no liability for any claims which are attributable to: (a) any
modification or alteration of the Products made by any party other than Contractor; or (b)
any combination of the Products with or any use of the Products with other products,
parts, accessories or consumables manufactured by any party other than Contractor; or
(c) specifications, designs, standards or instructions provided to Contractor by
Customer; or (d) any other cause or reason not attributable to Contractor The Contract
does not constitute a waiver of sovereign immunity or consent by the Customer or the
State of Florida or its subdivisions to suit by third parties. Without limiting As a condition
of this indemnification, the Customer may will provide the Contractor (1) prompt written
notice of any action or threatened action, (2) the opportunity to take over and settle or
defend any such action at Contractor's sole expense, and (3) assistance in defending
the action at Contractor's sole expense.
7.6 Limitation of Liability.
Unless otherwise specifically enumerated in the Contract or in the purchase order, neither
the Department nor the Customer shall be liable for special, indirect, punitive, or
consequential damages, including lost data or records (unless the Contract or purchase
order requires the Contractor to back-up data or records), even if the Department or
Customer has been advised that such damages are possible. Neither the Department nor
the Customer shall be liable for lost profits, lost revenue, or lost institutional operating
savings. The Department or Customer may, in addition to other remedies available to
them at law or equity and upon notice to the Contractor, retain such monies from amounts
due Contractor as may be necessary to satisfy any claim for damages, penalties, costs,
and the like asserted by or against them. The State may set off any liability or other
obligation of the Contractor or its affiliates to the State against any payments due the
Contractor under any contract with the State. Notwithstanding any other provision of the
Contract, Contractor's total liability to the State arising out of this Contract or the products
or services provided thereunder, regardless of the legal theory upon which such liability
may be based, shall not exceed the greater of$250,000 or in the aggregate one and one-
half (1.5) times the total payments made by the State to Contractor for the products or
services in question in the twelve (12) months immediately preceding the first occurrence
of the event giving rise to such liability.
9 Data Security.
The Contractor will maintain the security of State of Florida data including, but not limited
to, maintaining a secure area around any displayed visible data and ensuring data is
stored and secured when not in use. The Contractor and subcontractors will not perform
any of the services from outside of the United States, and the Contractor will not allow
any State of Florida data to be sent by any medium, transmitted, or accessed outside the
United States due to Contractor's action or inaction. In the event of a security breach
involving State of Florida data, the Contractor shall give notice to the Customer and the
Department without undue delay. "Security breach" for purposes of this section will refer
Contract No.44000000-NASPO-19-ACS
Copiers& Managed Print Services
7
to a confirmed event that compromises the confidentiality, integrity, or availability of data.
Once a data breach has been contained, the Contractor must provide the Department
with a post-incident report documenting all containment, eradication, and recovery
measures taken. The Department reserves the right in its sole discretion to enlist a third
party to audit Contractor's findings and produce an independent report, and the
Contractor will fully cooperate with the third party. The Department acknowledges the
Contractor's need to maintain Contractor's ISO 27001 certification or comparable
security certifications and clearances. The Contractor will also comply with all HIPAA
requirements and any other state and federal rules and regulations regarding security of
information.
11.3.2 Liquidated Damages.
The Contractor acknowledges that delayed performance will damage the Department
Customer, but by their nature such damages are difficult to ascertain. Accordingly, the
liquidated damages provisions stated in Section N of the Additional Special Contract
conditions will apply. Liquidated damages are not intended to be a penalty and are
solely intended to compensate for damages.
12.1 Performance or Compliance Audits.
The Department may conduct or have conducted performance and/or compliance
audits of the Contractor and subcontractors as determined by the Department. The
Department may conduct an audit and review all the Contractor's and subcontractors'
data and records that directly relate to the Contract. To the extent necessary to verify
the Contractor's fees and claims for payment under the Contract, the Contractor's
agreements or contracts with subcontractors, partners, or agents of the Contractor,
pertaining to the Contract, may be inspected by the Department upon fifteen (15)
calendar days' notice, during normal working hours and in accordance with the
Contractor's facility access procedures where facility access is required. Release
statements from its subcontractors, partners, or agents are not required for the
Department or its designee to conduct compliance and performance audits on any of
the Contractor's contracts relating to this Contract. The Department acknowledges the
Contractor's need to maintain Contractor's ISO 27001 certification or comparable
certifications or clearances. The Inspector General, in accordance with section 5.6, the
State of Florida's Chief Financial Officer, the Office of the Auditor General also have
authority to perform audits and inspections.
Contract No.44000000-NASPO-19-ACS
Copiers& Managed Print Services
8
SPECIAL CONTRACT CONDITIONS
JULY 1, 2019 VERSION
Table of Contents
SECTION 1. DEFINITION...........................................................................................................................2
SECTION 2. CONTRACTTERM ANDTERMINATION.................................................................................2
SECTION 3. PAYMENT AND FEES.............................................................................................................3
SECTION 4. CONTRACT MANAGEMENT..................................................................................................4
SECTION S. COMPLIANCE WITH LAWS....................................................................................................6
SECTION 6. MISCELLANEOUS..................................................................................................................7
SECTION 7. LIABILITY AND INSURANCE........................................................................................................... 9
SECTION 8. PUBLIC RECORDS,TRADE SECRETS, DOCUMENT MANAGEMENT,AND INTELLECTUAL
PROPERTY..............................................................................................................................................10
SECTION9. DATA SECURITY..................................................................................................................12
SECTION 10. GRATUITIES, LOBBYING,AND COMMUNICATIONS..........................................................13
SECTION 11. CONTRACT MONITORING. ...............................................................................................14
SECTION 12. CONTRACT AUDITS...........................................................................................................15
SECTION 13. BACKGROUND SCREENING AND SECURITY......................................................................16
SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM....................................................17
In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included
herein by reference but is superseded in its entirety by these Special
Contract Conditions.
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SECTION 1. DEFINITION.
The following definition applies in addition to the definitions in Chapter 287, Florida
Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant
to the Contract.
SECTION 2. CONTRACT TERM AND TERMINATION.
2.1 Initial Term.
The initial term will begin on the date set forth in the Contract documents or on the date
the Contract is signed by all Parties, whichever is later.
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in
whole or in part only as set forth in the Contract documents, and in accordance with
section 287.057(13), F.S.
2.3 Suspension of Work and Termination.
2.3.1 Suspension of Work.
The Department may, at its sole discretion, suspend any or all activities under the
Contract, at any time, when it is in the best interest of the State of Florida to do so. The
Customer may suspend a resulting contract or purchase order, at any time, when in the
best interest of the Customer to do so. The Department or Customer will provide the
Contractor written notice outlining the particulars of the suspension. After receiving a
suspension notice, the Contractor must comply with the notice and will cease the
performance of the Contract or purchase order. Suspension of work will not entitle the
Contractor to any additional compensation. The Contractor will not resume performance
of the Contract or purchase order until so authorized by the Department.
2.3.2 Termination for Convenience.
The Contract may be terminated by the Department in whole or in part at any time, in the
best interest of the State of Florida. If the Contract is terminated before performance is
completed, the Contractor will be paid only for that work satisfactorily performed for
which costs can be substantiated. Such payment, however, may not exceed an amount
which is the same percentage of the Contract price as the amount of work satisfactorily
performed. All work in progress will become the property of the Customer and will be
turned over promptly by the Contractor.
2.3.3 Termination for Cause.
If the performance of the Contractor is not in compliance with the Contract requirements
or the Contractor has defaulted, the Department may:
(a) immediately terminate the Contract;
(b) notify the Contractor of the noncompliance or default, require correction, and specify
the date by which the correction must be completed before the Contract is terminated; or
(c) take other action deemed appropriate by the Department.
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SECTION 3. PAYMENT AND FEES.
3.1 Pricing.
The Contractor will not exceed the pricing set forth in the Contract documents.
3.2 Price Decreases.
The following price decrease terms will apply to the Contract:
3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery
of large single orders;
3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this
Contract is a maximum price. Additionally, Contractor's pricing will not exceed the pricing
offered under comparable contracts. Comparable contracts are those that are similar in
size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must
annually submit an affidavit from the Contractor's authorized representative attesting that
the Contract complies with this clause.
3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract
term due to a change in market conditions, the Contractor may conduct sales
promotions involving price reductions for a specified lesser period. The Contractor must
submit documentation identifying the proposed: (1) starting and ending dates of the
promotion, (2) commodities or contractual services involved, and (3) promotional prices
compared to then-authorized prices.
3.3 Payment Invoicing.
The Contractor will be paid upon submission of invoices to the Customer after delivery
and acceptance of commodities or contractual services is confirmed by the Customer.
Invoices must contain sufficient detail for an audit and contain the Contract Number and
the Contractor's Federal Employer Identification Number.
3.4 Purchase Order.
A Customer may use purchase orders to buy commodities or contractual services
pursuant to the Contract and, if applicable, the Contractor must provide commodities or
contractual services pursuant to purchase orders. Purchase orders issued pursuant to
the Contract must be received by the Contractor no later than the close of business on
the last day of the Contract's term. The Contractor is required to accept timely purchase
orders specifying delivery schedules that extend beyond the Contract term even when
such extended delivery will occur after expiration of the Contract. Purchase orders shall
be valid through their specified term and performance by the Contractor, and all terms
and conditions of the Contract shall survive the termination or expiration of the Contract
and apply to the Contractor's performance. The duration of purchase orders for recurring
deliverables shall not exceed the expiration of the Contract by more than twelve months.
Any purchase order terms and conditions conflicting with these Special Contract
Conditions shall not become a part of the Contract.
3.5 Travel.
Travel expenses are not reimbursable unless specifically authorized by the Customer in
writing and may be reimbursed only in accordance with section 112.061, F.S.
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3.6 Annual Appropriation.
Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an
agency for the purchase of services or tangible personal property for a period in excess
of one fiscal year, the State of Florida's performance and obligation to pay under the
Contract is contingent upon an annual appropriation by the Legislature.
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system pursuant to section
287.057(22), F.S. All payments issued by Customers to registered Vendors for
purchases of commodities or contractual services will be assessed Transaction Fees as
prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law.
Vendors must pay the Transaction Fees and agree to automatic deduction of the
Transaction Fees when automatic deduction becomes available. Vendors will submit any
monthly reports required pursuant to the rule. All such reports and payments will be
subject to audit. Failure to comply with the payment of the Transaction Fees or reporting
of transactions will constitute grounds for declaring the Vendor in default and subject the
Vendor to exclusion from business with the State of Florida.
3.8 Taxes.
Taxes, customs, and tariffs on commodities or contractual services purchased under the
Contract will not be assessed against the Customer or Department unless authorized by
Florida law.
3.9 Return of Funds.
Contractor will return any overpayments due to unearned funds or funds disallowed
pursuant to the terms of the Contract that were disbursed to the Contractor. The
Contractor must return any overpayment within forty (40) calendar days after either
discovery by the Contractor, its independent auditor, or notification by the Department or
Customer of the overpayment.
SECTION 4. CONTRACT MANAGEMENT.
4.1 Composition and Priority.
The Contractor agrees to provide commodities or contractual services to the Customer
as specified in the Contract. Additionally, the terms of the Contract supersede the terms
of all prior agreements between the Parties on this subject matter.
4.2 Notices.
All notices required under the Contract must be delivered to the designated Contract
Manager in a manner identified by the Department.
4.3 Department's Contract Manager.
The Department's Contract Manager, who is primarily responsible for the Department's
oversight of the Contract, will be identified in a separate writing to the Contractor upon
Contract signing in the following format:
Department's Contract Manager Name
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Department's Name
Department's Physical Address
Department's Telephone #
Department's Email Address
If the Department changes the Contract Manager, the Department will notify the
Contractor. Such a change does not require an amendment to the Contract.
4.4 Contractor's Contract Manager.
The Contractor's Contract Manager, who is primarily responsible for the Contractor's
oversight of the Contract performance, will be identified in a separate writing to the
Department upon Contract signing in the following format:
Contractor's Contract Manager Name
Contractor's Name
Contractor's Physical Address
Contractor's Telephone#
Contractor's Email Address
If the Contractor changes its Contract Manager, the Contractor will notify the
Department. Such a change does not require an amendment to the Contract.
4.5 Diversity.
4.5.1 Office of Supplier Diversity.
The State of Florida supports its diverse business community by creating opportunities
for woman-, veteran-, and minority-owned small business enterprises to participate in
procurements and contracts. The Department encourages supplier diversity through
certification of woman-, veteran-, and minority-owned small business enterprises and
provides advocacy, outreach, and networking through regional business events. For
additional information, please contact the Office of Supplier Diversity (OSD) at
osdinfo@dms.myflorida.com.
4.5.2 Diversity Reporting.
Upon request, the Contractor will report to the Department its spend with business
enterprises certified by the OSD. These reports must include the time period covered,
the name and Federal Employer Identification Number of each business enterprise
utilized during the period, commodities and contractual services provided by the
business enterprise, and the amount paid to the business enterprise on behalf of each
agency purchasing under the Contract.
4.6 RESPECT.
Subject to the agency determination provided for in section 413.036, F.S., the following
statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE
SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413,
FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME
PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES;
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AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER
BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL
BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS
DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED.
Additional information about RESPECT and the commodities or contractual services it
offers is available at I�,iitt �,,;;,��,,,,,,,,,,,,,,,,,,,,," ,,,,Ir w „ ctoiffloirii,��, ,,.oir,1.
4.7 PRIDE.
Subject to the agency determination provided for in sections 287.042(1) and 946.515,
F.S., the following statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S.,
IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN
SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE
PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS
OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS
AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED.
Additional information about PRIDE and the commodities or contractual services it offers
is available at III, I ;;, ,,,,,,,,,,,,,,,,,,,,,, ,,,,, lrii,�, ,e.in.te lrii, „ Irg.
SECTION 5. COMPLIANCE WITH LAWS.
5.1 Conduct of Business.
The Contractor must comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable to the conduct of its business, including those of
federal, state, and local agencies having jurisdiction and authority. For example, the
Contractor must comply with section 274A of the Immigration and Nationality Act, the
Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if
applicable, and all prohibitions against discrimination on the basis of race, religion, sex,
creed, national origin, handicap, marital status, or veteran's status. The provisions of
subparagraphs 287.058(1)(a)-(c), and (g), F.S., are hereby incorporated by reference.
5.2 Dispute Resolution, Governing Law, and Venue.
Any dispute concerning performance of the Contract shall be decided by the
Department's designated Contract Manager, who will reduce the decision to writing and
serve a copy on the Contractor. The decision of the Contract Manager shall be final and
conclusive. Exhaustion of this administrative remedy is an absolute condition precedent
to the Contractor's ability to pursue legal action related to the Contract or any other form
of dispute resolution. The laws of the State of Florida govern the Contract. The Parties
submit to the jurisdiction of the courts of the State of Florida exclusively for any legal
action related to the Contract. Further, the Contractor hereby waives all privileges and
rights relating to venue it may have under Chapter 47, F.S., and all such venue
privileges and rights it may have under any other statute, rule, or case law, including, but
not limited to, those based on convenience. The Contractor hereby submits to venue in
the county chosen by the Department.
5.3 Department of State Registration.
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Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert
status, other than a sole proprietor, must provide the Department with conclusive
evidence of a certificate of status, not subject to qualification, if a Florida business entity,
or of a certificate of authorization if a foreign business entity.
5.4 Suspended, Convicted, and Discriminatory Vendor Lists.
In accordance with sections 287.042, 287.133, and 287.134, F.S., an entity or affiliate
who is on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor
List may not perform work as a contractor, supplier, subcontractor, or consultant under
the Contract. The Contractor must notify the Department if it or any of its suppliers,
subcontractors, or consultants have been placed on the Suspended Vendor List,
Convicted Vendor List, or Discriminatory Vendor List during the term of the Contract.
5.5 Scrutinized Companies - Termination by the Department.
The Department may, at its option, terminate the Contract if the Contractor is found to
have submitted a false certification as provided under section 287.135(5), F.S., or been
placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in
business operations in Cuba or Syria, or to have been placed on the Scrutinized
Companies that Boycott Israel List or is engaged in a boycott of Israel.
5.6 Cooperation with Inspector General and Records Retention.
Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its
duty to cooperate with the Inspector General in any investigation, audit, inspection,
review, or hearing. Upon request of the Inspector General or any other authorized State
official, the Contractor must provide any information the Inspector General deems
relevant to the Contractor's integrity or responsibility. Such information may include, but
will not be limited to, the Contractor's business or financial records, documents, or files
of any type or form that refer to or relate to the Contract. The Contractor will retain such
records for the longer of five years after the expiration of the Contract, or the period
required by the General Records Schedules maintained by the Florida Department of
State, at the Department of State's Records Management website. The Contractor
agrees to reimburse the State of Florida for the reasonable costs of investigation
incurred by the Inspector General or other authorized State of Florida official for
investigations of the Contractor's compliance with the terms of this or any other
agreement between the Contractor and the State of Florida which results in the
suspension or debarment of the Contractor. Such costs will include but will not be limited
to: salaries of investigators, including overtime; travel and lodging expenses; and expert
witness and documentary fees. The Contractor agrees to impose the same obligations to
cooperate with the Inspector General and retain records on any subcontractors used to
provide goods or services under the Contract.
SECTION 6. MISCELLANEOUS.
6.1 Subcontractors.
The Contractor will not subcontract any work under the Contract without prior written
consent of the Department. The Contractor is fully responsible for satisfactory
completion of all its subcontracted work. The Department supports diversity in its
procurements and contracts, and requests that the Contractor offer subcontracting
opportunities to certified woman-, veteran-, and minority-owned small businesses. The
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Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on
certified small business enterprises available for subcontracting opportunities.
6.2 Assignment.
The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations
under the Contract without the prior written consent of the Department. However, the
Contractor may waive its right to receive payment and assign same upon notice to the
Department. In the event of any assignment, the Contractor remains responsible for
performance of the Contract, unless such responsibility is expressly waived by the
Department. The Department may assign the Contract with prior written notice to the
Contractor.
6.3 Independent Contractor.
The Contractor and its employees, agents, representatives, and subcontractors are
independent contractors and not employees or agents of the State of Florida and are not
entitled to State of Florida benefits. The Department and Customer will not be bound by
any acts or conduct of the Contractor or its employees, agents, representatives, or
subcontractors. The Contractor agrees to include this provision in all its subcontracts
under the Contract.
6.4 Inspection and Acceptance of Commodities.
6.4.1 Risk of Loss.
Matters of inspection and acceptance are addressed in section 215.422, F.S. Until
acceptance, risk of loss or damage will remain with the Contractor. The Contractor will
be responsible for filing, processing, and collecting all damage claims. To assist the
Contractor with damage claims, the Customer will: record any evidence of visible
damage on all copies of the delivering carrier's bill of lading; report damages to the
carrier and the Contractor; and provide the Contractor with a copy of the carrier's bill of
lading and damage inspection report.
6.4.2 Rejected Commodities.
When a Customer rejects a commodity, Contractor will remove the commodity from the
premises within ten (10) calendar days after notification of rejection, and the risk of loss
will remain with the Contractor. Commodities not removed by the Contractor within ten
(10) calendar days will be deemed abandoned by the Contractor, and the Customer will
have the right to dispose of such commodities. Contractor will reimburse the Customer
for costs and expenses incurred in storing or effecting removal or disposition of rejected
commodities.
6.5 Safety Standards.
Performance of the Contract for all commodities or contractual services must comply
with requirements of the Occupational Safety and Health Act and other applicable State
of Florida and federal requirements.
6.6 Ombudsman.
A Vendor Ombudsman has been established within the Department of Financial
Services. The duties of this office are found in section 215.422, F.S., which include
disseminating information relative to prompt payment and assisting contractors in
receiving their payments in a timely manner from a Customer. The Vendor Ombudsman
may be contacted at (850) 413-5516.
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6.7 Time is of the Essence.
Time is of the essence regarding every obligation of the Contractor under the Contract.
Each obligation is deemed material, and a breach of any such obligation (including a
breach resulting from untimely performance) is a material breach.
6.8 Waiver.
The delay or failure by the Department or the Customer to exercise or enforce any rights
under the Contract will not constitute waiver of such rights.
6.9 Modification and Severability.
The Contract may only be modified by written agreement between the Department and
the Contractor. Should a court determine any provision of the Contract is invalid, the
remaining provisions will not be affected, and the rights and obligations of the Parties will
be construed and enforced as if the Contract did not contain the provision held invalid.
6.10 Cooperative Purchasing.
Pursuant to their own governing laws, and subject to the agreement of the Contractor,
governmental entities that are not Customers may make purchases under the terms and
conditions contained herein, if agreed to by Contractor. Such purchases are independent
of the Contract between the Department and the Contractor, and the Department is not a
party to these transactions. Agencies seeking to make purchases under this Contract
are required to follow the requirements of Rule 60A-1.045(5), F.A.C.
SECTION 7. LIABILITY AND INSURANCE.
7.1 Workers' Compensation Insurance.
The Contractor shall maintain workers' compensation insurance as required under the
Florida Workers' Compensation Law or the workers' compensation law of another
jurisdiction where applicable. The Contractor must require all subcontractors to similarly
provide workers' compensation insurance for all of the latter's employees. In the event
work is being performed by the Contractor under the Contract and any class of
employees performing the work is not protected under Workers' Compensation statutes,
the Contractor must provide, and cause each subcontractor to provide, adequate
insurance satisfactory to the Department, for the protection of employees not otherwise
protected.
7.2 General Liability Insurance.
The Contractor must secure and maintain Commercial General Liability Insurance,
including bodily injury, property damage, products, personal and advertising injury, and
completed operations. This insurance must provide coverage for all claims that may
arise from performance of the Contract or completed operations, whether by the
Contractor or anyone directly or indirectly employed by the Contractor. Such insurance
must include the State of Florida as an additional insured for the entire length of the
resulting contract. The Contractor is responsible for determining the minimum limits of
liability necessary to provide reasonable financial protections to the Contractor and the
State of Florida under the resulting contract.
7.3 Florida Authorized Insurers.
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All insurance shall be with insurers authorized and eligible to transact the applicable line
of insurance business in the State of Florida. The Contractor shall provide
Certification(s) of Insurance evidencing that all appropriate coverage is in place and
showing the Department to be an additional insured.
7.4 Performance Bond.
Unless otherwise prohibited by law, the Department may require the Contractor to
furnish, without additional cost to the Department, a performance bond or irrevocable
letter of credit or other form of security for the satisfactory performance of work
hereunder. The Department shall determine the type and amount of security.
7.5 Indemnification.
To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and
hold the Customer and the State of Florida, its officers, employees, and agents harmless
from all fines, claims, assessments, suits, judgments, or damages, including
consequential, special, indirect, and punitive damages, including court costs and
attorney's fees, arising from or relating to violation or infringement of a trademark,
copyright, patent, trade secret, or intellectual property right or out of any acts, actions,
breaches, neglect, or omissions of the Contractor, its employees, agents,
subcontractors, assignees, or delegates related to the Contract, as well as for any
determination arising out of or related to the Contract that the Contractor or Contractor's
employees, agents, subcontractors, assignees, or delegates are not independent
contractors in relation to the Customer. The Contract does not constitute a waiver of
sovereign immunity or consent by the Customer or the State of Florida or its subdivisions
to suit by third parties. Without limiting this indemnification, the Customer may provide
the Contractor (1) written notice of any action or threatened action, (2) the opportunity to
take over and settle or defend any such action at Contractor's sole expense, and (3)
assistance in defending the action at Contractor's sole expense.
7.6 Limitation of Liability.
Unless otherwise specifically enumerated in the Contract or in the purchase order,
neither the Department nor the Customer shall be liable for special, indirect, punitive, or
consequential damages, including lost data or records (unless the Contract or purchase
order requires the Contractor to back-up data or records), even if the Department or
Customer has been advised that such damages are possible. Neither the Department
nor the Customer shall be liable for lost profits, lost revenue, or lost institutional
operating savings. The Department or Customer may, in addition to other remedies
available to them at law or equity and upon notice to the Contractor, retain such monies
from amounts due Contractor as may be necessary to satisfy any claim for damages,
penalties, costs, and the like asserted by or against them. The State may set off any
liability or other obligation of the Contractor or its affiliates to the State against any
payments due the Contractor under any contract with the State.
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT,
AND INTELLECTUAL PROPERTY.
8.1 Public Records.
8.1.1 Termination of Contract.
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The Department may terminate the Contract for refusal by the Contractor to comply with
this section by not allowing access to all public records, as defined in Chapter 119, F. S.,
made or received by the Contractor in conjunction with the Contract.
8.1.2 Statutory Notice.
Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor
acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following
applies:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL
ADDRESS, AND MAILING ADDRESS PROVIDED IN THE
RESULTING CONTRACT OR PURCHASE ORDER.
Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor
acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor
shall:
(a) Keep and maintain public records required by the public agency to perform the
service.
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, F.S., or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure are not disclosed except as authorized by law for the duration of the
Contract term and following the completion of the Contract if the Contractor does not
transfer the records to the public agency.
(d) Upon completion of the Contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records required by
the public agency to perform the service. If the Contractor transfers all public records to
the public agency upon completion of the Contract, the Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and maintains public records upon
completion of the Contract, the Contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the public
agency, upon request from the public agency's custodian of public records, in a format
that is compatible with the information technology systems of the public agency.
8.2 Protection of Trade Secrets or Otherwise Confidential Information.
8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information.
If the Contractor considers any portion of materials to be trade secret under section
688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the
Contractor must clearly designate that portion of the materials as trade secret or
otherwise confidential when submitted to the Department. The Contractor will be
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responsible for responding to and resolving all claims for access to Contract-related
materials it has designated trade secret or otherwise confidential.
8.2.2 Public Records Requests.
If the Department receives a public records request for materials designated by the
Contractor as trade secret or otherwise confidential under Florida or federal law, the
Contractor will be responsible for taking the appropriate legal action in response to the
request. If the Contractor fails to take appropriate and timely action to protect the
materials designated as trade secret or otherwise confidential, the Department will
provide the materials to the requester.
8.2.3 Indemnification Related to Confidentiality of Materials.
The Contractor will protect, defend, indemnify, and hold harmless the Department for
claims, costs, fines, and attorney's fees arising from or relating to its designation of
materials as trade secret or otherwise confidential.
8.3 Document Management.
The Contractor must retain sufficient documentation to substantiate claims for payment
under the Contract and all other records, electronic files, papers, and documents that
were made in relation to this Contract. The Contractor must retain all documents related
to the Contract for five (5) years after expiration of the Contract or, if longer, the period
required by the General Records Schedules maintained by the Florida Department of
State available at the Department of State's Records Management website.
8.4 Intellectual Property.
8.4.1 Ownership.
Unless specifically addressed otherwise in the Contract, the State of Florida shall be the
owner of all intellectual property rights to all property created or developed in connection
with the Contract.
8.4.2 Patentable Inventions or Discoveries.
Any inventions or discoveries developed in the course, or as a result, of services in
connection with the Contract that are patentable pursuant to 35 U.S.C. § 101 are the
sole property of the State of Florida. Contractor must inform the Customer of any
inventions or discoveries developed or made through performance of the Contract, and
such inventions or discoveries will be referred to the Florida Department of State for a
determination on whether patent protection will be sought. The State of Florida will be
the sole owner of all patents resulting from any invention or discovery made through
performance of the Contract.
8.4.3 Copyrightable Works.
Contractor must notify the Department or State of Florida of any publications, artwork, or
other copyrightable works developed in connection with the Contract. All copyrights
created or developed through performance of the Contract are owned solely by the State
of Florida.
SECTION 9. DATA SECURITY.
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The Contractor will maintain the security of State of Florida data including, but not limited
to, maintaining a secure area around any displayed visible data and ensuring data is
stored and secured when not in use. The Contractor and subcontractors will not perform
any of the services from outside of the United States, and the Contractor will not allow
any State of Florida data to be sent by any medium, transmitted, or accessed outside the
United States due to Contractor's action or inaction. In the event of a security breach
involving State of Florida data, the Contractor shall give notice to the Customer and the
Department within one business day. "Security breach" for purposes of this section will
refer to a confirmed event that compromises the confidentiality, integrity, or availability of
data. Once a data breach has been contained, the Contractor must provide the
Department with a post-incident report documenting all containment, eradication, and
recovery measures taken. The Department reserves the right in its sole discretion to
enlist a third party to audit Contractor's findings and produce an independent report, and
the Contractor will fully cooperate with the third party. The Contractor will also comply
with all HIPAA requirements and any other state and federal rules and regulations
regarding security of information.
SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS.
10.1 Gratuities.
The Contractor will not, in connection with this Contract, directly or indirectly (1) offer,
give, or agree to give anything of value to anyone as consideration for any State of
Florida officer's or employee's decision, opinion, recommendation, vote, other exercise
of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to
anyone anything of value for the benefit of, or at the direction or request of, any State of
Florida officer or employee.
10.2 Lobbying.
In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used
for the purpose of lobbying the Legislature, the judicial branch, or the Department.
Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from
lobbying the executive or legislative branch concerning the scope of services,
performance, term, or compensation regarding the Contract after the Contract is
executed and during the Contract term.
10.3 Communications.
10.3.1 Contractor Communication or Disclosure.
The Contractor shall not make any public statements, press releases, publicity releases,
or other similar communications concerning the Contract or its subject matter or
otherwise disclose or permit to be disclosed any of the data or other information
obtained or furnished in compliance with the Contract, without first notifying the
Customer's Contract Manager and securing the Customer's prior written consent.
10.3.2 Use of Customer Statements.
The Contractor shall not use any statement attributable to the Customer or its
employees for the Contractor's promotions, press releases, publicity releases,
marketing, corporate communications, or other similar communications, without first
notifying the Customer's Contract Manager and securing the Customer's prior written
consent.
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SECTION 11. CONTRACT MONITORING.
11.1 Performance Standards.
The Contractor agrees to perform all tasks and provide deliverables as set forth in the
Contract. The Department and the Customer will be entitled at all times, upon request, to
be advised as to the status of work being done by the Contractor and of the details
thereof.
11.2 Performance Deficiencies and Financial Consequences of Non-Performance.
11.2.1 Proposal of Corrective Action Plan.
In addition to the processes set forth in the Contract (e.g., service level agreements), if
the Department or Customer determines that there is a performance deficiency that
requires correction by the Contractor, then the Department or Customer will notify the
Contractor. The correction must be made within a time-frame specified by the
Department or Customer. The Contractor must provide the Department or Customer with
a corrective action plan describing how the Contractor will address all performance
deficiencies identified by the Department or Customer.
11.2.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure.
If the corrective action plan is unacceptable to the Department or Customer, or
implementation of the plan fails to remedy the performance deficiencies, the Department
or Customer will retain ten percent (10%) of the total invoice amount. The retainage will
be withheld until the Contractor resolves the performance deficiencies. If the
performance deficiencies are resolved, the Contractor may invoice the Department or
Customer for the retained amount. If the Contractor fails to resolve the performance
deficiencies, the retained amount will be forfeited to compensate the Department or
Customer for the performance deficiencies.
11.3 Performance Delay.
11.3.1 Notification.
The Contractor will promptly notify the Department or Customer upon becoming aware
of any circumstances that may reasonably be expected to jeopardize the timely and
successful completion (or delivery) of any commodity or contractual service. The
Contractor will use commercially reasonable efforts to avoid or minimize any delays in
performance and will inform the Department or the Customer of the steps the Contractor
is taking or will take to do so, and the projected actual completion (or delivery) time. If
the Contractor believes a delay in performance by the Department or the Customer has
caused or will cause the Contractor to be unable to perform its obligations on time, the
Contractor will promptly so notify the Department and use commercially reasonable
efforts to perform its obligations on time notwithstanding the Department's delay.
11.3.2 Liquidated Damages.
The Contractor acknowledges that delayed performance will damage the
DepartmentCustomer, but by their nature such damages are difficult to ascertain.
Accordingly, the liquidated damages provisions stated in the Contract documents will
apply. Liquidated damages are not intended to be a penalty and are solely intended to
compensate for damages.
11.4 Force Majeure, Notice of Delay, and No Damages for Delay.
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The Contractor will not be responsible for delay resulting from its failure to perform if
neither the fault nor the negligence of the Contractor or its employees or agents
contributed to the delay, and the delay is due directly to fire, explosion, earthquake,
windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism,
civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly
beyond the Contractor's reasonable control, or for any of the foregoing that affect
subcontractors or suppliers if no alternate source of supply is available to the Contractor.
The foregoing does not excuse delay which could have been avoided if the Contractor
implemented any risk mitigation required by the Contract. In case of any delay the
Contractor believes is excusable, the Contractor will notify the Department in writing of
the delay or potential delay and describe the cause of the delay either (1) within ten (10)
calendar days after the cause that created or will create the delay first arose, if the
Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is
not reasonably foreseeable, within five (5) calendar days after the date the Contractor
first had reason to believe that a delay could result. The foregoing will constitute the
Contractor's sole remedy or excuse with respect to delay. Providing notice in strict
accordance with this paragraph is a condition precedent to such remedy. No claim for
damages will be asserted by the Contractor. The Contractor will not be entitled to an
increase in the Contract price or payment of any kind from the Department for direct,
indirect, consequential, impact or other costs, expenses or damages, including but not
limited to costs of acceleration or inefficiency, arising because of delay, disruption,
interference, or hindrance from any cause whatsoever. If performance is suspended or
delayed, in whole or in part, due to any of the causes described in this paragraph, after
the causes have ceased to exist the Contractor will perform at no increased cost, unless
the Department determines, in its sole discretion, that the delay will significantly impair
the value of the Contract to the State of Florida or to Customers, in which case the
Department may (1) accept allocated performance or deliveries from the Contractor,
provided that the Contractor grants preferential treatment to Customers and the
Department with respect to commodities or contractual services subjected to allocation,
or (2) purchase from other sources (without recourse to and by the Contractor for the
related costs and expenses) to replace all or part of the commodity or contractual
services that are the subject of the delay, which purchases may be deducted from the
Contract quantity, or (3) terminate the Contract in whole or in part.
SECTION 12. CONTRACT AUDITS.
12.1 Performance or Compliance Audits.
The Department may conduct or have conducted performance and/or compliance audits
of the Contractor and subcontractors as determined by the Department. The Department
may conduct an audit and review all the Contractor's and subcontractors' data and
records that directly relate to the Contract. To the extent necessary to verify the
Contractor's fees and claims for payment under the Contract, the Contractor's
agreements or contracts with subcontractors, partners, or agents of the Contractor,
pertaining to the Contract, may be inspected by the Department upon fifteen (15)
calendar days' notice, during normal working hours and in accordance with the
Contractor's facility access procedures where facility access is required. Release
statements from its subcontractors, partners, or agents are not required for the
Department or its designee to conduct compliance and performance audits on any of the
Contractor's contracts relating to this Contract. The Inspector General, in accordance
with section 5.6, the State of Florida's Chief Financial Officer, the Office of the Auditor
General also have authority to perform audits and inspections.
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12.2 Payment Audit.
Records of costs incurred under terms of the Contract will be maintained in accordance
with section 8.3 of these Special Contract Conditions. Records of costs incurred will
include the Contractor's general accounting records, together with supporting documents
and records of the Contractor and all subcontractors performing work, and all other
records of the Contractor and subcontractors considered necessary by the Department,
the State of Florida's Chief Financial Officer, or the Office of the Auditor General.
SECTION 13. BACKGROUND SCREENING AND SECURITY.
13.1 Background Check.
The Department or Customer may require the Contractor to conduct background checks
of its employees, agents, representatives, and subcontractors as directed by the
Department or Customer. The cost of the background checks will be borne by the
Contractor. The Department or Customer may require the Contractor to exclude the
Contractor's employees, agents, representatives, or subcontractors based on the
background check results. In addition, the Contractor must ensure that all persons have
a responsibility to self-report to the Contractor within three (3) calendar days any arrest
for any disqualifying offense. The Contractor must notify the Contract Manager within
twenty-four(24) hours of all details concerning any reported arrest. Upon the request of
the Department or Customer, the Contractor will re-screen any of its employees, agents,
representatives, and subcontractors during the term of the Contract.
13.2 E-Verify.
The Contractor must use the U.S. Department of Homeland Security's E-Verify system
to verify the employment eligibility of all new employees hired during the term of the
Contract for the services specified in the Contract. The Contractor must also include a
requirement in subcontracts that the subcontractor must utilize the E-Verify system to
verify the employment eligibility of all new employees hired by the subcontractor during
the Contract term. In order to implement this provision, the Contractor must provide a
copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within
five (5) calendar days of Contract execution. If the Contractor is not enrolled in DHS E-
Verify System, it will do so within five (5) calendar days of notice of Contract award and
provide the Contract Manager a copy of its MOU within five (5) calendar days of
Contract execution. The link to E-Verify is https://www.uscis.gov/e-verify. Upon each
Contractor or subcontractor new hire, the Contractor must provide a statement within
five (5) calendar days to the Contract Manager identifying the new hire with its E-Verify
case number.
13.3 Disqualifying Offenses.
If at any time it is determined that a person has been found guilty of a misdemeanor or
felony offense as a result of a trial or has entered a plea of guilty or nolo contendere,
regardless of whether adjudication was withheld, within the last six (6) years from the
date of the court's determination for the crimes listed below, or their equivalent in any
jurisdiction, the Contractor is required to immediately remove that person from any
position with access to State of Florida data or directly performing services under the
Contract. The disqualifying offenses are as follows:
(a) Computer related crimes;
(b) Information technology crimes;
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(c) Fraudulent practices;
(d) False pretenses;
(e) Frauds;
(f) Credit card crimes;
(g) Forgery;
(h) Counterfeiting;
(i) Violations involving checks or drafts;
0) Misuse of medical or personnel records; and
(k) Felony theft.
13.4 Confidentiality.
The Contractor must maintain confidentiality of all confidential data, files, and records
related to the commodities or contractual services provided pursuant to the Contract and
must comply with all state and federal laws, including, but not limited to sections
381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures
must be consistent with the most recent version of the Department security policies,
protocols, and procedures. The Contractor must also comply with any applicable
professional standards with respect to confidentiality of information.
SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM.
The Contractor warrants that, to the best of its knowledge, there is no pending or
threatened action, proceeding, or investigation, or any other legal or financial condition,
that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its
Contract obligations. The Contractor warrants that neither it nor any affiliate is currently
on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List,
or on any similar list maintained by any other state or the federal government. The
Contractor shall immediately notify the Department in writing if its ability to perform is
compromised in any manner during the term of the Contract.
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