HomeMy WebLinkAboutItem C20 COUNTY of MONROE BOARD OF COUNTY COMMISSIONERS
Mayor Michelle Lincoln,District 2
The Florida Keys Mayor Pro Tem David Rice,District 4
a
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Craig Cates,District 1
e' Tames K. Scholl,District 3
� Holly Merrill Raschein,District 5
Regular Meeting
April 15, 2026
Agenda Item Number: C20
26-1415
BULK ITEM: Yes DEPARTMENT: Purchasing
TIME APPROXIMATE: N/A STAFF CONTACT: Julie Cuneo
AGENDA ITEM WORDING: Approval of an agreement with Carahsoft Technology Corp for a
one-year subscription for contract management software subscription, hosting, maintenance and
technical support in the amount of$49,919.94.
ITEM BACKGROUND: This is the second annual subscription for the Conga contract management
system. It provides a more effective manner of managing the County's estimated 1,800 contracts to
ensure compliance and reduce risk.
PREVIOUS RELEVANT BOCC ACTION: The Board approved the original agreement at its March
251 2025 meeting.
INSURANCE REQUIRED: Yes
CONTRACT/AGREEMENT CHANGES:
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Carahsoft- Conga Quote 62050614
Carahsoft Monroe County Terms and Conditions Addendum
2026 COI Carahsoft Tech
Florida_NASPO_Participating Addendum 43230000-NASPO-16-ACS
FL—Amendment-1
FL—Amendment-2
FINANCIAL IMPACT:
Effective Date: 05/1/2026
Expiration Date: 04/30/2027
Total Dollar Value of Contract: $49,919.94
Total Cost to County: $49,919.94
Current Year Portion: $49,919.94
Budgeted: $49,919.94
Source of Funds: 01-CC 06030 SC 00084
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match:
Insurance Required: Yes
Approvalt with Carahsoft Technology Corp for a one-year subscription for
contract management software subscription, hosting, i c technical support i
the amount of .
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AMENDMENT NO.: 2 - Renewal
Alternate Contract Source No.: 43230000-NASPO-16-ACS
Alternate Contract Source Name: Cloud Solutions
This Amendment No. 2 ("Amendment") effective as of October 1, 2020, to the Cloud Solutions
Agreement, Contract No. 43230000-NASPO-16-ACS ("ACS" or "Contract") is made by and
between the State of Florida, Department of Management Services("Department"), and Carahsoft
("Contractor"), collectively referred to herein as the "Parties," is effective upon execution by both
Parties. All capitalized terms used herein have the meaning assigned to them in the ACS unless
otherwise defined herein.
WHEREAS the ACS was entered into by the Parties on July 31, 2017, to continue through
September 30, 2020, for the provision of Cloud Solutions, pursuant to State of Utah Master
Agreement No. AR2472;
WHEREAS the Parties agreed that the ACS may be amended by mutual agreement as provided
in Section 6., "Amendments," of the ACS; and
WHEREAS the Parties agreed that the ACS may be renewed as provided in Section 2, "Renewal,"
of the ACS.
THEREFORE, in consideration of the mutual promises contained below, and other good and
valuable consideration, receipt, and sufficiency of which are hereby acknowledged, the Parties
agree to the following:
I. ACS Amendment. The ACS is amended to replace Exhibit A: Florida General Contract
Conditions in its entirety with Exhibit D: Special Contract Conditions. Any and all references in
the ACS to terms and conditions are hereby replaced with the attached Exhibit D: Special
Contract Conditions, which are incorporated into the ACS by reference herein.
II. ACS Amendment. The ACS is amended to replace Exhibit B: Florida Special Contract
Conditions in its entirety with Exhibit C: Additional Special Contract Conditions, which are
incorporated into the ACS by reference herein.
III. ACS Renewal. The ACS is hereby renewed for a period of six(6)years, with a new expiration
date of September 30, 2026, under the same terms and conditions, except as amended herein.
IV. Warranty of Authority. Each person signing this Amendment warrants that he or she is duly
authorized to do so and to bind the respective party.
V. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the ACS,
the terms of this Amendment shall control.
Software Value Added Reseller Page 1 of 2
Alternate Contract Source No.: 43230000-NASPO-16-ACS
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AMENDMENT NO.: 2 - Renewal
Alternate Contract Source No.: 43230000-NASPO-16-ACS
Alternate Contract Source Name: Cloud Solutions
VI. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in
the ACS, as previously amended, shall continue in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized
representatives.
State of Florida: Contractor:
Dep2 n fb anagement Services Car, f�ignedby:
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Name: Patrick Gillespie Name:Colby Bender
Title: Deputy Secretary Title:
Contracts Team Lead
Date: 9/22/2020 14:45 PM EDT Date:
9/22/2020 14:38 PM EDT
Software Value Added Reseller Page 2 of 2
Alternate Contract Source No.: 43230000-NASPO-16-ACS
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ADDITIONAL SPECIAL CONTRACT CONDITIONS
Exhibit C
The Contractor and Customers acknowledge and agree to be bound by the terms and
conditions of the Master Agreement except as otherwise specified in the Department's Contract
as modified and supplemented by the Special Contract Conditions and these Additional Special
Contract Conditions.
Contractor acknowledges that the Participating State is an agency of the State of Florida and as
such, the Contract will include the terms and conditions in these Additional Special Contract
Conditions. All references to the Contract in these Additional Special Contract Conditions
include the terms and conditions herein.
A. Information Technology Standard: Pursuant to section 282.0051 and 282.318, F.S. the
Department is to establish standards for the implementation and management of
information technology resources. Contractor agrees to cooperate with the Department
and Customer in furtherance of efforts to comply with the standards, established in Rule
Title 6000, F.A.C., as applicable.
B. Annual Certification: At the request of the Department or the Customer, the Contractor
will submit an annual certification demonstrating compliance with the Warranty of
Security in accordance with the standards established in Rule Title 6000, F.A.C.
C. Orders: Contractor must be able to accept the State of Florida Purchasing Card and
My Florida MarketPlace (MFMP) purchase orders.
D. E-Verify: The following language replaces Section 13.2, E-Verify, of the Special Contract
Conditions:
The Contractor (and its subcontractors) have an obligation to utilize the U.S.
Department of Homeland Security's (DHS) E-Verify system for all newly hired
employees. By executing this Contract (Amendment), the Contractor certifies that it
is registered with, and uses, the E-Verify system for all newly hired employees. The
Contractor must obtain an affidavit from its subcontractors in accordance with
paragraph (2)(b) of section 448.095, F.S., and maintain a copy of such affidavit for
the duration of the Contract. The Contractor shall provide a copy of its DHS
Memorandum of Understanding (MOU) to the Contract Manager within five days of
Contract execution.
This section serves as notice to the Contractor regarding the requirements of section
448.095) F.S., specifically sub-paragraph (2)(c)l, and the Department's obligation to
terminate the Contract if it has a good faith belief that the Contractor has knowingly
violated section 448.09(1), F.S. If terminated for such reason, the Contractor will not
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be eligible for award of a public contract for at least one year after the date of such
termination. The Department reserves the right to order the immediate termination of
any contract between the Contractor and a subcontractor performing work on its
behalf should the Department develop a good faith belief that the subcontractor has
knowingly violated section 448.095(1), F.S.
E. Contractor and Applicable Subcontractors, Affiliates, Partners, Resellers, Distributors,
and Dealers: By execution of a Contract, the Contractor acknowledges that it will not be
released of its contractual obligations to the Department because of any failure of a
subcontractor, reseller, distributor, or dealer. The Contract terms are applicable to
subcontractors, resellers, distributors, and dealers and shall apply to the Contractor's
Applicable Subcontractors, Affiliates, Partners, Resellers, Distributors, and Dealers
providing commodities and performing services in furtherance of the Contract. The
Contractor is fully responsible for satisfactory completion of all work performed under the
Contract.
F. Purchases Prerequisites: Before fulfilling any Customer purchases and receiving
payment, the Contractor and applicable Subcontractors, Affiliates, Partners, Resellers,
Distributors, and Dealers must have met the following requirements, unless further
notated below:
• Have an active registration with the Florida Department of State, Division of
Corporations (www.sunbi ), or, if exempt from the registration requirements,
provide the Department with the basis for such exemption.
• Be registered in the MFMP Vendor Information Portal
(https:Hvendor.myfloridamarketplace.com) *only required by applicable
Subcontractors, Affiliates, Partners, Resellers, Distributors, and Dealers if
receiving payment.
• Not be on the State's Convicted, Suspended, or Discriminatory Vendor lists
(http://www.dms.m)dlorida.com/business operations/State purchasing/vendor in
formation/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
(https://flvendor.myfloridacfo.com) *only required by applicable Subcontractors,
Affiliates, Partners, Resellers, Distributors, and Dealers if receiving payment.
G. MFMP 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:
1) EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set (810) for
use within the context of an Electronic Data Interchange (EDI) environment. This
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transaction set can be used for invoicing via the Ariba Network (AN) for catalog and
non-catalog goods and services.
2) PO Flip via AN
This online process allows Contractors to submit invoices via the AN for catalog and
non-catalog goods and services. Contractors have the ability to create an invoice
directly from their inbox in their AN account by simply "flipping" the PO into an
invoice. This option does not require any special software or technical capabilities.
The Contractor warrants and represents that it is authorized and empowered to and
hereby grants the State and the third-party provider of MFMP, a State contractor, the
right and license to use, reproduce, transmit, distribute, and publicly display within
MFMP. In addition, the Contractor warrants and represents that it is authorized and
empowered to and hereby grants the State and the third-party provider the right and
license to reproduce and display within MFMP the Contractor's trademarks, system
marks, logos, trade dress, or other branding designation that identifies the products
made available by the Contractor under the Contract.
The Contractor will work with the MFMP management team to obtain specific
requirements for the electronic invoicing if needed.
H. Contract Reporting: The Contractor shall provide the following reports associated with
this Contract.
1) Contract Quarterly Sales Reports. The Contractor shall submit Quarterly Sales
Reports to the Department's Contract Manager within 30 calendar days after the
close of each State fiscal quarter (the State's fiscal quarters close on September 30,
December 31, March 31, and June 30). The Contractor's first Quarterly Sales Report
will be due 30 calendar days after the first full quarter following Contract execution.
Reports must be submitted in MS Excel format and can be retrieved by accessing
the following link at FL DMS Quarterly Sales Report Form. The report shall include
all Customer sales received and associated with this Contract during the quarter.
Initiation and submission of the Quarterly Sales 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, the Contract may be terminated, or the
Department may choose to not renew the Contract.
2) Certified and Minority Business Enterprises Reports. Upon Customer request, the
Contractor shall report to each Customer, spend with certified and other minority
business enterprises in the provision of commodities or services related to the
Customer orders. These reports shall include the period covered; the name, minority
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code, and Federal Employer Identification Number of each minority business
enterprise utilized during the period; commodities and services provided by the
minority business enterprise; and the amount paid to each minority business
enterprise on behalf of the Customer.
3) Ad Hoc Sales Reports. The Department may require additional Contract sales
information such as copies of purchase orders or ad hoc sales reports. The
Contractor shall submit these documents and reports within the timeframe specified
by the Department.
4) MFMP Transaction Fee Reports. The Contractor shall submit monthly MFMP
Transaction Fee Reports to the Department. Reports are due 15 calendar days after
the end of each month. Information on how to submit MFMP Transaction Fee
Reports online can be located on the Transaction Fee and Reporting website.
Assistance with the transaction fee reporting system is also available from the MFMP
Customer Service Desk by email at feeprocessing(a�-myfloridamarketplace.com or
telephone at 866-FLA-EPRO (866-352-3776) from 8:00 a.m. to 6:00 p.m. Eastern
Time.
I. Financial Consequences: The following financial consequences will apply for the
Contractor's non-performance of the provision of the Quarterly Sales Reports and the
MFMP Transaction Fee Reports. The State of Florida reserves the right to withhold
payment or implement other appropriate remedies, such as Contract termination or
nonrenewal, when the Contractor has failed to comply with these provisions of the
Contract. The Contractor and the Department agree that the financial consequences for
non-performance are an estimate of damages which are difficult to ascertain and are not
penalties.
The financial consequences will be paid via check or money order and made out to the
Department of Management Services in U.S. 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 month or quarter, respectively, thereafter.
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Financial Consequences Chart
Financial
Consequence for
Performance Due Non-Performance
Deliverable Performance Metric Date (Per Calendar Day
Late/Not Received
by the Contract
Manager)
Contractor will timely All Quarterly Sales Reports will Reports are due on or $250
submit complete be submitted timely with the before the 30th
Quarterly Sales Reports required information calendar day after the
close of each State
fiscal quarter
Contractor will timely All MFMP Transaction Fee Reports are due on or $100
submit complete MFMP Reports will be submitted timely before the 15th
Transaction Fee Reports with the required information calendar day after the
close of each month
Quarterly reporting timeframes coincide with the State Fiscal Year as follows:
Quarter 1 - (July-September)— due 30 calendar days after close of the period
Quarter 2 - (October-December)— due 30 calendar days after close of the period
Quarter 3 - (January-March)— due 30 calendar days after close of the period
Quarter 4 - (April-June) —due 30 calendar days after close of the period
The Department may not consider renewal of a Contract or price adjustments if the
Contractor is late on submitting required reports or for outstanding fees owed.
J. Business Review Meetings: Both the Department and Customer reserve the right to
schedule business review meetings. The Department or Customer will provide the format
for the Contractor's agenda. In the event the Department or Customer schedules a
business review meeting, the Contractor shall submit the completed agenda to the
Department or Customer for review and acceptance prior to the meeting. The Contractor
shall address the agenda items and any of the Department's or Customer's additional
concerns at the meeting. At a minimum, the agenda items may include:
a. Contract compliance
b. Savings report (in dollar amount and cost avoidance)
c. Spend reports by Customer
d. Recommendations for improved compliance and performance
Failure to comply with this section may result in the Contractor being placed on a
Corrective Action Plan and possible termination of the Contract.
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Exhibit D
SPECIAL CONTRACT CONDITIONS
JULY 15 2019 VERSION
Table of Contents
SECTION 1. DEFINITION...........................................................................................................................2
SECTION 2. CONTRACT TERM AND TERMINATION.................................................................................2
SECTION 3. PAYMENT AND FEES.............................................................................................................3
SECTION 4. CONTRACT MANAGEMENT..................................................................................................4
SECTION 5. COMPLIANCE WITH LAWS....................................................................................................6
SECTION 6. MISCELLANEOUS..................................................................................................................7
SECTION 7. LIABILITY AND INSURANCE........................................................................................................... 9
SECTION 8. PUBLIC RECORDS,TRADE SECRETS, DOCUMENT MANAGEMENT,AND INTELLECTUAL
PROPERTY..............................................................................................................................................10
SECTION 9. DATA SECURITY..................................................................................................................12
SECTION 10.GRATUITIES, LOBBYING,AND COMMUNICATIONS..........................................................13
SECTION 11.CONTRACT MONITORING. ...............................................................................................14
SECTION 12.CONTRACT AUDITS...........................................................................................................15
SECTION 13. BACKGROUND SCREENING AND SECURITY......................................................................16
SECTION 14.WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM....................................................17
In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included
herein by reference but is superseded in its entirety by these Special
Contract Conditions.
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SECTION 1. DEFINITION.
The following definition applies in addition to the definitions in Chapter 287, Florida
Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant
to the Contract.
SECTION 2. CONTRACT TERM AND TERMINATION.
2.1 Initial Term.
The initial term will begin on the date set forth in the Contract documents or on the date
the Contract is signed by all Parties, whichever is later.
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in
whole or in part only as set forth in the Contract documents, and in accordance with
section 287.057(13), F.S.
2.3 Suspension of Work and Termination.
2.3.1 Suspension of Work.
The Department may, at its sole discretion, suspend any or all activities under the
Contract, at any time, when it is in the best interest of the State of Florida to do so. The
Customer may suspend a resulting contract or purchase order, at any time, when in the
best interest of the Customer to do so. The Department or Customer will provide the
Contractor written notice outlining the particulars of the suspension. After receiving a
suspension notice, the Contractor must comply with the notice and will cease the
performance of the Contract or purchase order. Suspension of work will not entitle the
Contractor to any additional compensation. The Contractor will not resume performance
of the Contract or purchase order until so authorized by the Department.
2.3.2 Termination for Convenience.
The Contract may be terminated by the Department in whole or in part at any time, in the
best interest of the State of Florida. If the Contract is terminated before performance is
completed, the Contractor will be paid only for that work satisfactorily performed for
which costs can be substantiated. Such payment, however, may not exceed an amount
which is the same percentage of the Contract price as the amount of work satisfactorily
performed. All work in progress will become the property of the Customer and will be
turned over promptly by the Contractor.
2.3.3 Termination for Cause.
If the performance of the Contractor is not in compliance with the Contract requirements
or the Contractor has defaulted, the Department may:
(a) immediately terminate the Contract;
(b) notify the Contractor of the noncompliance or default, require correction, and specify
the date by which the correction must be completed before the Contract is terminated; or
(c) take other action deemed appropriate by the Department.
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SECTION 3. PAYMENT AND FEES.
3.1 Pricing.
The Contractor will not exceed the pricing set forth in the Contract documents.
3.2 Price Decreases.
The following price decrease terms will apply to the Contract:
3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery
of large single orders;
3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this
Contract is a maximum price. Additionally, Contractor's pricing will not exceed the pricing
offered under comparable contracts. Comparable contracts are those that are similar in
size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must
annually submit an affidavit from the Contractor's authorized representative attesting that
the Contract complies with this clause.
3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract
term due to a change in market conditions, the Contractor may conduct sales
promotions involving price reductions for a specified lesser period. The Contractor must
submit documentation identifying the proposed: (1) starting and ending dates of the
promotion, (2) commodities or contractual services involved, and (3) promotional prices
compared to then-authorized prices.
3.3 Payment Invoicing.
The Contractor will be paid upon submission of invoices to the Customer after delivery
and acceptance of commodities or contractual services is confirmed by the Customer.
Invoices must contain sufficient detail for an audit and contain the Contract Number and
the Contractor's Federal Employer Identification Number.
3.4 Purchase Order.
A Customer may use purchase orders to buy commodities or contractual services
pursuant to the Contract and, if applicable, the Contractor must provide commodities or
contractual services pursuant to purchase orders. Purchase orders issued pursuant to
the Contract must be received by the Contractor no later than the close of business on
the last day of the Contract's term. The Contractor is required to accept timely purchase
orders specifying delivery schedules that extend beyond the Contract term even when
such extended delivery will occur after expiration of the Contract. Purchase orders shall
be valid through their specified term and performance by the Contractor, and all terms
and conditions of the Contract shall survive the termination or expiration of the Contract
and apply to the 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 Ott :: / „iir t f iiriii �„ it .
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,,h-tt l,,,,,,,,,,,,,,,,,,,,,,,1/www
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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 secretor
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;
SP approved version 7-1-2019 16
DocuSign Envelope ID:A68F9E54-F9A1-484A-A7C6-325FOEE756F3
(c) Fraudulent practices;
(d) False pretenses;
(e) Frauds;
(f) Credit card crimes;
(g) Forgery;
(h) Counterfeiting;
(i) Violations involving checks or drafts;
0) Misuse of medical or personnel records; and
(k) Felony theft.
13.4 Confidentiality.
The Contractor must maintain confidentiality of all confidential data, files, and records
related to the commodities or contractual services provided pursuant to the Contract and
must comply with all state and federal laws, including, but not limited to sections
381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures
must be consistent with the most recent version of the Department security policies,
protocols, and procedures. The Contractor must also comply with any applicable
professional standards with respect to confidentiality of information.
SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM.
The Contractor warrants that, to the best of its knowledge, there is no pending or
threatened action, proceeding, or investigation, or any other legal or financial condition,
that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its
Contract obligations. The Contractor warrants that neither it nor any affiliate is currently
on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List,
or on any similar list maintained by any other state or the federal government. The
Contractor shall immediately notify the Department in writing if its ability to perform is
compromised in any manner during the term of the Contract.
SP approved version 7-1-2019 17
AMENDMENT NO.: 1
Contract Amendment
CLOUD SOLUTIONS
Alternate Contract Source No. 43230000-NASPO-16-ACS
This Amendment ("Amendment") to the Cloud Solutions Contract No. 43230000-NASPO-16-
ACS ("Contract"), effective as of the last date upon which this Amendment is signed by all
parties, between the State of Florida, Department of Management Services ("Department") and
Carahsoft ("Contractor") are collectively referred to herein as the "Parties." All capitalized terms
used herein shall have the meaning assigned to them in the Participating Addendum unless
otherwise defined herein.
WHEREAS the Parties agreed that the Contract may be amended by mutual agreement as
provided in section 6, "Amendments," of the Contract;
THEREFORE, in consideration of the mutual promises contained below, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree to the following:
I. Contract Amendment. The contract is hereby amended to delete the sentence below in
section 3(a) of the Participating Addendum:
.,
RIUSJ hp Qi ihmijt�-gy o o o p p Ripplon Qni iQj in tpip npip j or .
II. Contract Amendment. The Contract is hereby amended to delete and replace in its entirety
section 3(d), Access to Cloud Solutions Services Requires State CIO Approval, contained in the
Participating Addendum with the following:
d. Purchase of Infrastructure Related Services Requires AST Approval: Pursuant to
section 282.201(5) F.S., State agency requests for Infrastructure as a Service must be
submitted to the state data center, in accordance with Rule 74-3.004, F.A.C. This
requirement applies to state agencies as defined in Section 282.0041(23) F.S., in
accordance with the limitations set forth in Section 282.201(5) F.S.
III. Contract Amendment. The Contract is hereby amended to revise section 6.6 of Exhibit A in
the Participating Addendum to correct the administrative rule reference from "Chapter" to
"Title". The revised sentence shall now read:
Vendors agree to cooperate with the state agency in furtherance of the state agency's
efforts to comply with AST standards, established in Rule Title 74, F.A.C, as applicable.
IV. 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.
V. Warranty of Authority. Each person signing this Amendment warrants that he or she is
duly authorized to do so and to bind the respective party.
VI. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained
in the Contract shall continue in full force and effect.
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NASPO ValuePoint
PARTICIPATING ADDENDUM
CLOUD SOLUTIONS
Administered by the State of Utah (hereinafter"Lead State")
Alternative Contract Source No: 43230000-NASPO-16-ACS
Carahsoft
Master Agreement No: AR2472
(hereinafter"Contractor")
And
Florida Department of Management Services
(hereinafter "Department/Participating State/Entity")
The State of Utah, acting by and through the National Association of State Procurement Officials
(NASPO) ValuePoint, competitively procured and awarded a Request for Proposal resulting in Master
Agreement number AR2472. The Master Agreement was created as a cooperative purchasing
agreement for Cloud Solutions. This Participating Addendum is entered into pursuant to Section
287.042, Florida Statutes.
The Department is authorized by subsection 287.042(16), Florida Statutes, "to evaluate
contracts let by the Federal Government, another state, or a political subdivision for the provision of
commodities and contract services, and, if it is determined in writing to be cost-effective and in the
best interest of the state, to enter into a written agreement authorizing an agency to make purchases
under such contract." Accordingly, agencies and eligible users (Customer) may make purchases from
this Participating Addendum pursuant to the terms and conditions herein.
The Department evaluated the Master Agreement, and hereby acknowledges that use of the
Master Agreement as an alternative contract source is cost-effective and in the best interest of the
State.
This Participating Addendum and all incorporated Exhibits, set forth the entire understanding of
the Parties and supersedes all prior agreements.
Accordingly, the Parties agree as follows:
1. Term and Effective Date
The initial term of this Participating Addendum will become effective on the date the document
is signed by all Parties, and shall be effective through September 30, 2020, unless terminated
earlier in accordance with the General Contract Conditions.
2. 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 terms, conditions, and modifications set forth in this Participating Addendum. Renewal
determinations will be based upon utilization and achieved savings.
3. Modifications or Additions to Master Agreement
The following changes are modifying or supplementing the Master Agreement terms and
conditions.
a. Scope:
The Contractor's Master Agreement products or services listed on the Contractor's page of
the NASPO ValuePoint website are included in this contract only if they are not offered on
a State Term Contract.
Page 2 of 15
In accordance to 74-3.004, F.A.C., Agency requests for Infrastructure as a Service (laaS)
must be submitted via a Service Request to the State Data Center.
b. Exhibits: All Exhibits attached and listed below are incorporated in their entirety into, and
form part of this Participating Addendum. The Participating Addendum Exhibits shall have
priority in the order listed:
1) Exhibit A: Contract Conditions, Florida General
2) Exhibit B: Contract Conditions, Florida Special
3) Exhibit C: NASPO ValuePoint Master Agreement Number AR2472
If a conflict exists among any of the documents, the following shall have priority in the
order listed below:
1) The Addendum
2) Florida Special Contract Conditions, Exhibit B
3) Florida General Contract Conditions, Exhibit A
4) NASPO ValuePoint Master Agreement Number AR2472 Exhibit C
c. Participation: Use of specific NASPO ValuePoint cooperative contracts by agencies,
political subdivisions and other entities (including cooperatives) authorized by an individual
state's statutes are subject to the prior approval of the respective State Chief Procurement
Official. Issues of interpretation and eligibility for participation are solely within the authority
of the State Chief Procurement Official.
d. Access to Cloud Solutions Services Requires State CIO Approval: Unless otherwise
stipulated in this Participating Addendum, specific services accessed through the NASPO
ValuePoint cooperative Master Agreements for Cloud Solutions by state executive branch
agencies are subject to the authority and prior approval of the State Chief Information
Officer's Office. The State Chief Information Officer means the individual designated by
the state Governor within the Executive Branch with enterprise-wide responsibilities for
leadership and management of information technology resources of a state. Any agency
requests for Infrastructure as a Service must be submitted via a service request to the state
data center. See section 3.a. above.
e. Authorization: Approval of this Participating Addendum by the State Chief Procurement
Official and State Chief Information Officer is an authorization for participation in the
NASPO cooperative contract process, it is not intended as an approval of any specific
purchase or solution. It is the responsibility of the Customer to validate all terms and
conditions and to ensure compliance with all applicable statutes and rules.
f. Request for Quotes: Customers purchasing Cloud Solutions from this Participating
Addendum shall create a Request for Quote (RFQ), each time they desire to purchase
Cloud Solutions. The Customer shall issue a detailed RFQ to the ACS Contractor(s) who
offer the applicable cloud solutions(s). The specific format of the RFQ is left to the
discretion of the Customer, but must contain the following:
1) Applicable service and deployment model(s);
2) Data security classification;
3) Service level agreement requirements; and
4) Exit strategy considerations.
Page 3 of 15
■g. Enterprise ■
The Contractor shall honor any Volume or Enterprise
theirAgreement(s) established between a State of Florida agency and the manufacturer of
products or services offered under their Master Agreement.
h. Purchase Orders: Customers shall issue purchase orders under this Participating
Addendum to
durationContract. The
by more than 12 months.
signing Contractor Selection Justification Form: Customers purchasing Cloud Solutions from this
Participating Addendum.shall attach to the purchase order a completed Contractor
Selection Justiflcation Form (Attachment A).
4. Warranty of
Each person this document warrantsr she is duly authorized
bind the respective .
5. Entire Agreement of the Parties
This document and the aftached exhibitsI Ientire
understanding of the parties.
. Amendments
All (modifications to this Participating Addendum must be in writing and signed by all Parties.
No oral modifications to this Participating Addendum are permitted.
Notwithstanding the order listed in section 315, amendments executed after the Participating
Addendum is executed may expressly change the provisions of the Participating Addendum. If
they do so expressly, then the most runt amendment will take precedence over anything
else that is part of the Participating Addendum.
IN WITNESS THEREOF, the Parties hereto have caused this agreement, which includes the
attached and incorporated Exhibits, to be executed by their undersigned officials as duly authorized.
This agreement is not valid and binding until signed and dated by the Parties.
.. ...............................
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Page 4 of 15
Alternate Contract Source No. 43230000-NASPO-16-ACS
Exhibit
GENERAL CONTRACT CONDITIONS
Table of Contents
SECTION1. DEFINITIONS. ......................................................................................................4
SECTION 2. CONTRACT TERM AND TERMINATION. ............................................................4
SECTION 3. PAYMENT AND FEES..........................................................................................5
SECTION 4. CONTRACT MANAGEMENT................................................................................6
SECTION 5. COMPLIANCE WITH LAWS. ................................................................................7
SECTION 6. MISCELLANEOUS................................................................................................8
SECTION 7. WORKERS' COMPENSATION AND GENERAL LIABILITY INSURANCE, AND
INDEMNIFICATION....................................................................................................................9
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT AND
INTELLECTUAL PROPERTY...................................................................................................10
SECTION 9. DATA SECURITY AND SERVICES. ...................................................................11
SECTION 10. GRATUITIES AND LOBBYING.........................................................................12
SECTION 11. CONTRACT MONITORING. .............................................................................12
SECTION 12. CONTRACT AUDITS. .......................................................................................12
SECTION 13. BACKGROUND SCREENING AND SECURITY. ..............................................13
These General Contract Conditions supersede and replace in their entirety all General Contract
Conditions, Form PUR 1000, which is incorporated by reference in Rule 60A-1.002, Florida
Administrative Code (F.A.C.)
SECTION 1. DEFINITIONS.
The following definition applies in addition to the definitions in Chapter 287, Florida Statutes, (F.S.) and
Rule Chapter 60A-1, F.A.C.:
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant to the
Contract.
SECTION 2. TERMINATION.
2.1 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
Page 5 of 15
progress will become the property of the Customer and will be turned over promptly by the
Contractor.
2.2 Termination for Cause.
If the Department determines that the performance of the Contractor is not satisfactory, the
Department may, at its sole discretion, (a) immediately terminate the Contract, (b) notify the
Contractor of the deficiency with a requirement that the deficiency be corrected within a
specified time, otherwise the Contract will terminate at the end of such time, or(c) take other
action deemed appropriate by the Department.
SECTION 3. PAYMENT AND FEES
3.1 Payment Invoicing.
The Contractor will be paid upon submission of properly certified invoices to the Customer
after delivery and acceptance of commodities or contractual services is confirmed by the
Customer. Invoices must contain detail sufficient for an audit and contain the Contract
Number and the Contractor's Federal Employer Identification Number.
3.2 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.
3.3 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.
3.4 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),
Florida Statutes. 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, Florida Administrative Code, 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.
3.5 Taxes.
The State of Florida is not required to pay any taxes, including customs and tariffs, on
commodities or contractual services purchased under the Contract.
3.6 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 by the Department or
Customer. The Contractor must return any overpayment within 40 calendar days after either
discovery by the Contractor, its independent auditor, or notification by the Department or
Customer of the overpayment.
Page 6 of 15
SECTION 4. CONTRACT MANAGEMENT.
4.1 Composition and Priority.
The Contractor agrees to provide commodities or contractual services to the Customer within
the manner and at the location specified in the Purchase Order and any attachments to the
Purchase Order.
4.2 Notices.
All notices required under the Contract must be delivered to the designated Contract Manager
by certified mail, return receipt requested, by reputable air courier service, email, or by
personal delivery, or as otherwise identified by the Department.
4.3 Department's Contract Manager.
The Department's Contract Manager, is primarily responsible for the Department's oversight of
the Contract. In the event that 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 is primarily responsible for the Contractor's oversight of
the Contract performance. In the event that 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 Reporting.
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.
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 Customer 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; 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.
Page 7 of 15
Additional information about the designated nonprofit agency and the commodities or
contractual services it offers is available at http://www.respectofflorida.org.
4.7 PRIDE.
Subject to the agency determination provided for in Sections 946.515 and 287.042(1), 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.http://www.pride-enterprises.org.
SECTION 5. COMPLIANCE WITH LAWS.
5.1 Department of State Registration.
The Contractor and any subcontractors that assert corporate status must provide the
Department with conclusive evidence, per section 607.0127, F.S., 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 and maintain such status or authorization through the life of the
Contract and any resulting contract or purchase order.
5.2 Convicted and Discriminatory Vendor Lists.
In accordance with sections 287.133 and 287.134, F.S., an entity or affiliate who is on the
Convicted Vendor List or the 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
Convicted Vendor List or the Discriminatory Vendor List during the term of the Contract.
5.3 Contractor Certification.
If the Contract exceeds $1,000,000.00 in total, not including renewal years, Contractor certifies
that it is not listed on either the Scrutinized Companies with Activities in Sudan List, the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the
Scrutinized Companies that Boycott Israel List created pursuant to sections 215.473, F.S. and
215.4725 F.S, respectively. Pursuant to section 287.135(5), F.S., and 287.135(3), F.S.,
Contractor agrees the Department may immediately terminate the Contract for cause if the
Contractor is found to have submitted a false certification or if Contractor is placed on the
Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities
in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List,
or is engaged in a boycott of Israel during the term of the Contract.
5.4 Cooperation with Inspector General.
Pursuant to subsection 20.055(5), F.S., Contractor, and any subcontractor to the Contractor,
understand and will comply with their duty to cooperate with the Inspector General in any
investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or
Page 8 of 15
any other authorized State official, the Contractor must provide any type of 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 five years after the expiration of the Contract, or the
period required by the General Records Schedules maintained by the Florida Department of
State (available at: http://dos.m)florida.com/library-archives/records-management/general-
records-schedules/), whichever is longer. 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.
SECTION 6. MISCELLANEOUS.
6.1 Notice of Legal Actions.
The Contractor must notify the Department of any legal actions filed against it for a violation of
any laws, rules, codes, ordinances or licensing requirements within 30 days of the action being
filed. The Contractor must notify the Department of any legal actions filed against it for a
breach of a contract of similar size and scope to this Contract within 30 days of the action
being filed. Failure to notify the Department of a legal action within 30 days of the action will
be grounds for termination for cause of the Contract.
6.2 Subcontractors.
All contactors, dealers, and resellers authorized by the Department, as shown on the
dedicated Contractor NASPO ValuePoint website, are approved to provide sales and service
support to participants in the Master Agreement. The Contractor's dealer participation will be in
accordance with the terms and conditions set forth in the Master Agreement. The Contractor is
fully responsible for satisfactory completion of all subcontracted work. The Department
supports diversity in its procurements and contracts, and requests that Contractor offer
subcontracting opportunities to certified woman-, veteran-, and minority-owned small
businesses. The Contractor may contact the OSD at osdhelp(@_dms.m)florida.com for
information on certified small business enterprises available for subcontracting opportunities.
6.3 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. In the event of any assignment,
the Contractor remains secondarily liable for performance of the Contract. The Department
may assign the Contract to another state agency.
6.4 Independent Contractor.
The Contractor and its employees, agents, representatives, and subcontractors are not
employees or agents of the Department and are not entitled to the benefits of State of Florida
employees. The Department 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 of its subcontracts under the Contract.
6.5 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
Page 9 of 15
a timely manner from a Customer. The Vendor Ombudsman may be contacted at (850) 413-
5516.
6.6 Information Technology Standards
Pursuant to sections 282.0051 and 282.318, F.S., the Agency for State Technology (AST) is to
establish standards for the implementation and management of information technology
resources. Vendors agree to cooperate with the state agency in furtherance of the state
agency's efforts to comply with AST standards, established in Rule Chapter 74, F.A.C, as
applicable.
SECTION 7. WORKERS' COMPENSATION AND GENERAL LIABILITY INSURANCE, AND
INDEMNIFICATION
7.1 Workers' Compensation Insurance.
To the extent required by law, the Contractor must be self-insured against, or must secure and
maintain during the life of the contract, Worker's Compensation Insurance for all its employees
connected with the work of this project, and in case any work is subcontracted, the Contractor
must require the subcontractor similarly to provide Worker's Compensation Insurance for all of
the latter's employees unless such employees engaged in work under the resulting contract
are covered by the Contractor's insurance program. Self-insurance or insurance coverage
must comply with the Florida Worker's Compensation law. In the event hazardous work is
being performed by the Contractor under the resulting contract or purchase order and any
class of employees performing the hazardous work is not protected under Worker's
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, product-liability, personal & advertising injury and completed
operations. This insurance must provide coverage for all claims that may arise from the
services, and operations completed under the Contract and any resulting contract or purchase
order, whether such services or operations are by the Contractor or anyone directly or
indirectly employed by them. Such insurance must include a Hold Harmless Agreement in
favor of the State of Florida and also include the State of Florida as an Additional Named
Insured for the entire length of the Contract and any resulting contract or purchase order. 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 Contract
and any resulting contract or purchase order.
All insurance policies must be with insurers licensed or eligible to transact business in the
State of Florida. The Contractor's current certificate of insurance must contain a provision that
the insurance must not be canceled for any reason except after thirty (30) days written notice
to the Department's Contract Manager.
The Contractors must submit insurance certificates evidencing such insurance coverage prior
to execution of a contract with the Department.
The Contractor must require its insurance carrier to add the Department to the insurance
policies as an additional insured, as provided below:
Florida Department of Management Services
Page 10 of 15
c/o Division of State Purchasing
4050 Esplanade Way, Suite 36060
Tallahassee, Florida 32399-0950
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT AND
INTELLECTUAL PROPERTY.
8.1 Public Records.
The Department may unilaterally cancel this Contract for refusal by the Contractor to comply
with this section by not allowing public access to all documents, papers, letters or other
material made or received by the Contractor in conjunction with the Contract, unless the
records are exempt from section 24(a) of Article I of the State Constitution and section
119.07(1), F.S.
Solely for the purposes of this section the contract manager is the agency custodian of public
records, unless another is designated per (e), below.
If, under a resulting contract or purchase order, the Contractor is providing services and is
acting on behalf of a public agency, as provided by section 119.0701, Florida Statutes. 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 reasonable time and at a cost that does not exceed the cost provided in Chapter 119,
Florida Statutes, 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; and
(e) 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.
8.2 Protection of Trade Secrets or Confidential Information.
If the Contractor considers any portion of materials made or received in the course of
performing the Contract ("contract-related materials") to be trade secret under section
812.0811 F.S., or otherwise confidential under Florida or federal law, the Contractor must
Page 11 of 15
clearly designate that portion of the materials as "confidential" when submitted to the
Department.
If the Department receives a public records request for contract-related materials designated
by the Contractor as "confidential," the Department will provide only the portions of the
contract-related materials not designated as "confidential." If the requester asserts a right to
examine contract-related materials designated as "confidential," the Department will notify the
Contractor. The Contractor will be responsible for responding to and resolving all claims for
access to contract-related materials it has designated "confidential."
If the Department is served with a request for discovery of contract-related materials
designated "confidential," the Department will promptly notify the Contractor about the request.
The Contractor will be responsible for filing the appropriate motion or objection in response to
the request for discovery. The Department will provide materials designated "confidential" only
if the Contractor fails to take appropriate action, within timeframes established by statute and
court rule, to protect the materials designated as "confidential"from disclosure.
The Contractor will protect, defend, and indemnify the Department for claims, costs, fines, and
attorney's fees arising from or relating to its designation of contract-related materials as
"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. Contractor must retain all documents related to the Contract for five
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:
http://dos.myflorida.com/library-archives/records-management/general-records-schedules/.
SECTION 9. DATA SECURITY AND SERVICES.
9.1 Warranty of Security.
Unless otherwise agreed in writing, the Contractor and its 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 of the United States.
Notwithstanding any provision of this Contract to the contrary, the Contractor must notify the
Department as soon as possible, in accordance with the requirements of section 501.171,
F.S., and in all events within one (1) business day in the event Contractor discovers any Data
is breached, any unauthorized access of Data occurs (even by persons or companies with
authorized access for other purposes), any unauthorized transmission of Data or any credible
allegation or suspicion of a material violation of the above. This notification is required whether
the event affects one agency/customer or the entire population. The notification must be clear
and conspicuous and include a description of the following:
(a) The incident in general terms.
(b) The type of information that was subject to the unauthorized access and acquisition.
(c) The type and number of entities who were, or potentially have been affected by the breach.
(d) The actions taken by the Contractor to protect the Data from further unauthorized access.
However, the description of those actions in the written notice may be general so as not to
further increase the risk or severity of the breach.
9.2 Remedial Measures.
Page 12 of 15
Upon becoming aware of an alleged security breach, Contractor's Contract Manager must set
up a conference call with the Department's Contract Manager. The conference call invitation
must contain a brief description of the nature of the event. When possible, a 30 minute notice
will be given to allow Department personnel to be available for the call. If the designated time
is not practical for the Department, an alternate time for the call will be scheduled. All available
information must be shared on the call. The Contractor must answer all questions based on
the information known at that time and answer additional questions as additional information
becomes known. The Contractor must provide the Department with final documentation of the
incident including all actions that took place. If the Contractor becomes aware of a security
breach or security incident outside of normal business hours, the Contractor must notify the
Department's Contract Manager and in all events, within one business day.
9.3 Indemnification (Breach of Warranty of Security).
The Contractor agrees to defend, indemnify and hold harmless the Department, Customer, the
State of Florida, its officers, directors and employees for any claims, suits or proceedings
related to a breach of the Warranty of Security. The Contractor will include credit monitoring
services at its own cost for those individuals affected or potentially affected by a breach of this
warranty for a two year period of time following the breach.
9.4 Annual Certification.
The Contractor is required to submit an annual certification demonstrating compliance with the
Warranty of Security to the Department by December 31 of each Contract year.
SECTION 10. GRATUITIES AND LOBBYING.
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 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 for the purpose
of lobbying the Legislature, the judicial branch, or the Department. Pursuant to subsection
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 execution and during the Contract's term.
SECTION 11. CONTRACT MONITORING.
11.1 Financial Consequences of Non-Performance.
If the corrective action plan is unacceptable to the Department or Customer, or fails to remedy
the performance deficiencies, the Contractor will be assessed a non-performance retainage
equivalent to 10% of the total invoice amount or as specified in the Contract. The retainage
will be applied to the invoice for the then-current billing period. The retainage will be withheld
until the Contractor resolves the deficiency. If the deficiency is subsequently resolved, the
Contractor may invoice the Customer for the retained amount during the next billing period. If
the Contractor is unable to resolve the deficiency, the funds retained will be forfeited.
SECTION 12. CONTRACT AUDITS.
12.1 Payment Audit.
Page 13 of 15
Records of costs incurred under terms of the Contract will be maintained. 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, State
of Florida's Chief Financial Officer or the Office of the Auditor General for audit.
SECTION 13. BACKGROUND SCREENING AND SECURITY.
13.1 E-Verify.
In accordance with Executive Order 11-116, the Contractor agrees to utilize 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 days of Contract execution. If the Contractor is not enrolled in DHS E-
Verify System, it will do so within five days of notice of Contract award, and provide the
Contract Manager a copy of its MOU within five days of Contract execution. The link to E-
Verify is provided below. http://www.uscis.gov/e-verify. Upon each Contractor or
subcontractor new hire, the Contractor must provide a statement within five days to the
Contract Manager identifying the new hire with its E-Verify case number.
13.2 Disqualifying Offenses.
If at any time it is determined that a person has a criminal misdemeanor or felony record
regardless of adjudication (e.g., adjudication withheld, a plea of guilty or nolo contendere, or a
guilty verdict)within the last six 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 or information technology crimes
(b) Fraudulent practices, false pretenses and frauds, and credit card crimes
(c) Forgery and counterfeiting
(d) Violations involving checks and drafts
(e) Misuse of medical or personnel records
(f) Felony theft
13.3 Communications and Confidentiality.
The Contractor agrees that it will make no statements, press releases, or publicity releases
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, or
any particulars thereof, during the period of the Contract, without first notifying the
Department's Contract Manager or the Department designated contact person and securing
prior written consent. The Contractor must maintain confidentiality of all confidential data,
files, and records related to the services and commodities 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.
Page 14 of 15
Alternate Contract Source
No. 43230000-NAS PO-16-ACS
EXHIBIT B
FLORIDA SPECIAL CONTRACT CONDITIONS
This Exhibit contains the Special Contract Conditions. If a conflict exists between the Special
Contract Conditions and the General Contract Conditions, the Special Contract Conditions shall take
precedence over the General Contract Conditions unless the conflicting term in the General Contract
Conditions is required by Florida law, in which case the General Contract Conditions term will take
precedence.
Special Contract Conditions are as follows:
Section 1 Delays and Complaints
Delivery delays and service complaints will be monitored on a continual basis. Documented inability
to perform under the conditions of the contract, via the established Complaint to Vendor process
(PUR 7017 form), may result in default proceedings and cancellation.
Section 2 Monthly Transaction Fee Report
The Contractor is required to submit monthly Transaction Fee Reports electronically through MFMP
VIP. All such reports and payments shall be subject to audit. Failure to comply with the payment of
the Transaction Fees or reporting of transactions shall constitute grounds for declaring the Contractor
in default and subject the Contractor to exclusion from business with the State of Florida.
For information on how to submit Transaction Fee Reports online, please reference the detailed fee
reporting instructions and Vendor training presentations available online through MFMP U on the
MyFloridaMarketPlace website (located at http://dms.myflorida.com/mfmp). Assistance is also
available from the MyFloridaMarketPlace Customer Service Desk at
feeprocessing@myfloridamarketplace.com or 866-FLA-EPRO (866-352-3776) between the hours of
8:00 AM to 6:00 PM, Eastern Time.
Section 3 Quarterly Sales Reports
Each Contractor shall submit a sales report to the Department on a Quarterly basis.
Contract Sales Reports must include the Contractor's name, the dates of Quarter covered, each
Customer's name, services provided (to include identification of the cloud solution and service model),
and the amount paid by the Customer.
Initiation and submission of the Contract Sales Reports are to be the responsibility of the Contractor.
The Contractor will submit the completed Sales Report forms by email to the Department Contract
Manager no later than the due date indicated in Section 10. Submission of these reports is
considered a material requirement of this Contract and the Contractor.
Failure to provide quarterly sales reports, including those indicating no sales, within thirty (30)
calendar days following the end of each quarter(January, April, July and October) is considered as
Non-Performance by the Contractor. Exceptions may be made if a delay in submitting reports is
attributable to circumstances that are clearly beyond the control of the Contractor. The burden of
proof of unavoidable delay shall rest with the Contractor and shall be supplied in a written form and
submitted to the Department.
Page 15 of 15
The Department reserves the right to request additional sales information as needed.
Section 4 Quarterly Reporting Timeframes
Quarterly reporting timeframes coincide with the State Fiscal Year as follows:
Quarter 1 - (July-September)— Due by October 10
Quarter 2 - (October-December)— Due by January 10
Quarter 3 - (January-March)— Due by April 10
Quarter 4 - (April-June)— Due by July 10
Section 5 Business Review Meetings
The Department reserves the right to schedule business review meetings as frequently as necessary.
The Department will provide the format for the Contractor's agenda. Prior to the meeting, the
Contractor shall submit the completed agenda to the Department for review and acceptance. The
Contractor shall address the agenda items and any of the Department's additional concerns at the
meeting. Failure to comply with this section may result in the Contractor being found in default and
contract termination.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
0 DATE(l MMA)DNYYY)
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THIS CERTIFICATE IS IIISSUEJC AS A MATTER OF INFORMATION QNLY AND CONFERS H IF IGHTS UPGN THE CERTIF]CATE HOLDER. THIS
CERTIFICATE DOES TOT' AFFIRMATIVELY OR NEGAT11VEL'Y ANIE , EXTEND OR ALTIER THE COVERAGE AFFORDED BY THE POLICIES
BELOW., THiS CERTIFICATE OF INISURANICE DOES NOT CQNSTITUTE A CONTRACT BETWEEN THE ISSUING IINSURER(S), AUTHGRIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER-
IMPORTANT': If the,certifi,c-ate,holder is an ADDITIGNAL INSURED,the policy(iies") must have AICE ICItTIONAL UNSURED Iprovisions or be endlorsed.
If SUBROGATION IS WAIVED,, sub ject,tothe terms and con�diltlons of the polCi,cy, clertain Ipolicies may require,an endoirsemlent., A statement on
this certificate does not confer,rights It the rtificat Ilhold r in lileu of'such endorsement(s
PRODUCER CONTACT
NAME:
Marsh &McLennan Agency ILILC PHONE FAX
1751 Pinnadle Drive,, Suite, 1800 OV,C,No.Ext)::8)00-274-0268
E-MAIL
McLean VA 2,2,102, AD DRESS: miacerti,ficates@marsh� ma.com
I[NSU RIER(S)AFFORD ING COVERAGE (NAIIC#
INSURER A:T�he Cincinnati Insurance Company 10677
INSURED CARAHTECRN INSURER 13: Endurance Assurance Corporation 11551
Carabsoft Technology Cori INSURER C: Nlation�al Union Fire Ins,Co PittsburghPA 19445
FeidResultsi, Inc.
11493,Sunset IHills,IRoad INSURER D:
Suite, 1 GO, INSURER E::
Reston VA 2,0190
INSURER F
COVERAGES CEUIFICATE NUMUER:966099099, IREVIS110N NIJIVIBEIR:
THIS IS TO CERTIFY THIAT THE IPOLIICIES OF IINISUR ANCE, LISTED BELOW HAVE IREEIN ISSUED TO THE IINISURJED NAMED ABOVE, FOR THE POLICY (PER10D
[NDICATED. IH10TWITHISTAND[NG ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH IRE.SRECT TO WHICH THIS
CERTIFICATE MAY BE, ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT Tom, AILL THE TERMS,
EXCLUSIONIS,AND CONDITIONS OF SUCHROLICIE&LIMITS,SHO'WN MAY HAVE BEEN REDUCED BYPAID CLAIMS-
IINSR ADDL SUBR POLICY EF�F POLICY EXP
�LTR TYPE IMF INSURANCE III WVD POLICY NUMBER jMMIDDffYYY) (MlVIVDD(YYYY) LIMITS
A X. I COMMERCIAL GENEIRAL LIABILITY Y ENPID651059 4119,12025 411912,026 EACH OCCURRENCE 5'I,0()0,D0()
F_ DAMAGE TO RENTED
CLAIMS-MADE A x7l I OCCUR PREMISES(Ea occurrence) $500,0010,
_MED IEXP(Anyone persion) $10,000
PERSONAL&ADV INJURY $11,000,00f)
GEN'L AGGREGATE ILIIMIT APPLIES IPER- GENERAL AGGREGATE S 2,000,DOC)
F_V_]
POLICYF—]PR0_ ILO C PRODUCTS-COMP/OP AGG S 2,000,GOU
JECT
OTHER., 5
A AUTOMOBILE,LIABILITY IEIBAG6,51059 4119,12025 4119)2,026 COMBINED SINGLE ILIMIT 5 11,0BO'Doc)
(Ea accident)
X A,NY AUTO BODIL" III JU R Per Iplerson), 5
O'W'NED SCHEDULED BODILY III JUR Rer accident) 5
AUTOS ONLY AUTOS
x HIRED x NON-OWNED PROPERTY IDAMAGE $
AUTOS GNL AiUTOS ONLY _(Per accident)
A X UMBRELLA ILIIAB X OCCUR IENP0651059 4119,12025 4119,12,026, EACH OCCURRENCE 5 5"0.00,00.0
EXCESS LIAB LAIMS-MADE AGGREGATE 5 5,0130,000
CUED I I RETENTIGIN 3 $
WORKERS COMPENSATION PER OTIH-
AND EMPILOYERS'LIlABlLffY YIN ISTATUTE I I ER
ANYPIIFZOPRIE'TOF;U'PARTNEFUF-,XE,CUTI'VIE E.L.EACH ACCIDENT $
OFFI,C,EF;UMEMII BEREX,GLUIDED?, N4A
(Mandatiory liih Nfl) E.L.DISEASE-E IEMIIPLOYEE S
If yes,descdbe u�nder
DESCRIPTION OF OPERATIONS blellow E.L.DISEASE-POLICY LIMIT S
B Tech Prof&Cyber Liab NIR0301043701401 4119,12025 4119,12026
C Gdme 0112,1775,92 4,119,12025 4119,12026,
DIESC RIPTION OF OPERATIONS I LOCATIONS I VIEHIC LES 11 ACORDIO,I,Additilonal�RernmarksSc,IIhediu�lle,,,imjat The attached if miore space i1srequited'
Monroe County Board of County CommissionlOrS.the certificate Iholider, is,indluldled as Adiditional Insured underthe General ILiability, if required by wn
contract,and Designated Insured unider the Automobile Liabillity with respect to work performied by tlh IIIInsu red fbrth Ireferenced job,andlor contract-
F Y'
V
DA
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CERTIFICATIE HOLDER CAJNCELLATIOICI
SHOULD ANY OF THE&BOVE DESCRIBED II OLI IE IIBE CANCELL1ED BEFORE
THE EXPIRATION DATE THEIREOF" NOTICE WILL IIBE DELlIVERED 111NI
ACCORDANCE WITNTHE IPOLICY PIROVIS II" NS.
Monroe,County Bioarli Gounty Commissioners
12,00 Truman Ave, At ITHIIOR17F D RFPRFSFNTATlW
Key Wiest FL,33,040
1@ 119,88-20 III 5 ACORD CGRIPORATION., All ri ht Ireserved.
ACOIRD 25(201,6103) The ACORD name a n dl Illogo are regilsitered marks,of ACORD
Addendum
Monroe County Contract
Terms and Conditions
The Monroe County Board of County Commissioners (herein after"County") and Carahsoft Technology Corporation
("Reseller" or"Carahsoft") and Conga Corporation(herein after"Conga") and collectively referred to as "Contractor"
agree as set forth below.
The County, Reseller and Conga hereby enter into this addendum to the End User License Agreement,
Order Form, and Statement of Work(SOW) ("Agreement") and agrees to the following:
The Agreement includes and incorporates the Order Form and the SOW, as well as this Addendum.
The Agreement shall comply with the NASPO ValuePoint Master Terms and Conditions No. AR2472 and State of
Florida Participating Addendum (Alternative Contract Source No 43230000-NASPO-I6-ACS), as amended by
Amendment No. 1 and No. 2.
Payment: Payment will be made in accordance with the Local Government Prompt Payment Act, 218.70, Florida
Statutes. Payments due and unpaid under the Agreement shall bear interest pursuant to the Local Government Prompt
Payment Act. Contractor shall submit to the County invoices with Supporting documentation that are acceptable to the
Monroe County Clerk of Court and Comptroller (Clerk). Acceptability to the Clerk is based on generally accepted
accounting principles and such laws,rules, and regulations as may govern the Clerk's disbursal of funds.
Travel, as approved by the County, shall be reimbursed to the CARAHSOFT, but only to the extent and in the
amounts authorized by Section 112.061,Florida Statutes and in accordance with Monroe County Code Chapter 2,
Art. III, Div. 3 and Monroe County Travel Policies
The County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for
breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance,
located at Section 2-721 et al. of the Monroe County Code.
The County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation
by the Monroe County Board of County Commissioners. The Term of the Agreement shall be as set forth in the
Order Form.
Termination: The County may terminate this Agreement for cause should Contractor fail to perform. Prior to
termination for cause,the County shall provide Contractor with seven(7) calendar days' written notice and provide the
Contractor with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be
terminated for cause. If the County terminates this Agreement, County shall pay Contractor the sum due for work
performed under this Agreement prior to termination, unless the cost of completion to the County exceeds the funds
remaining in the contract;however,the County reserves the right to assert and seek an offset for damages caused by the
breach.
The County may terminate this Agreement for convenience, at any time, upon thirty (30) days' written notice to
Contractor. If the County terminates this Agreement, County shall pay Contractor the sum due for work performed
prior to termination, unless the cost of completion of the remaining work under the Agreement exceeds the funds
remaining in the contract.
Maintenance of Records: Reseller shall maintain all books,records, and documents directly pertinent to
1
1
performance under this Agreement in accordance with generally accepted accounting principles consistently
applied. Each party to this Agreement or their authorized representatives, shall have reasonable and timely access
to such records of each other party to this Agreement for public records purposes during the term of the
Agreement and for five years following the termination of this Agreement.If an auditor employed by the County
or the determines that monies paid to Reseller pursuant to this Agreement were spent for purposes not authorized
by this Agreement, Reseller shall repay the monies together with interest calculated pursuant to Sec. 55.03; FS,
running from the date the monies were paid to Reseller.
Governing Law, Venue, Interpretation,Costs, and Fees: This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the
State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or
interpretation of this Agreement, the County and Reseller/Conga agree that venue shall lie in the appropriate court
or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to
arbitration.
Attorney's Fees and Costs: County and Reseller agree that in the event any cause of action or administrative
proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees and court costs,as an award against the non-prevailing
party, and shall include attorney's fees and courts costs in appellate proceedings. Mediation proceedings initiated
and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual
and customary procedures required by the circuit court of Monroe County.
Nondiscrimination: The Parties agree that there will be no discrimination against any person, and it is expressly
understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this
Agreement automatically terminates without any further action on the part of any party, effective the date of the
court order. The Parties agree to comply with all Federal and Florida statutes,and all local ordinances,as applicable,
relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL
88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education
Amendment of 1972, as amended (20 USC ss.1681-1683, and 1685-1686), which prohibits discrimination on the
basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits
discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-
6107) which prohibits discrimination on the basis of age; 5)The Drug Abuse Office and Treatment Act of 1972 (PL
92-255),as amended,relating to nondiscrimination on the basis of drug abuse;6)The Comprehensive Alcohol Abuse
and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523
and 527(42 USC ss. 690dd-3 and 290ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient
records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42
USC s. 12101 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability;
10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex,
religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any
other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject
matter of,this Agreement.
Public Records Compliance. Reseller must comply with Florida public records laws, including but not limited to
Chapter 119,Florida Statutes and Section 24 of article I of the Constitution of Florida.The County and Reseller shall
allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public
record"materials in its possession or under its control subject to the provisions of Chapter 119,Florida Statutes, and
made or received by the Customer and Reseller in conjunction with this contract and related to contract
2
performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by
Reseller.Failure of Reseller to abide by the terms of this provision shall be deemed a material breach of this contract
and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing
party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision
shall survive any termination or expiration of the contract. Reseller is encouraged to consult with its advisors about
Florida Public Records Law in order to comply with this provision.
Non-Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28,Florida Statutes,the participation of the
County and Reseller/Conga in this Agreement and the acquisition of any commercial liability insurance coverage,
self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of
immunity to the extent of liability coverage,nor shall any contract entered into by the County be required to contain
any provision for waiver.
Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of terms of this
Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the County and the Reseller agree that neither the County nor the Reseller or
any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any
particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement
separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this
Agreement.
No Personal Liability: No covenant or agreement contained herein shall be deemed to be a covenant or agreement
of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member,
officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any
personal liability or accountability by reason of the execution of this Agreement.
Statutory Requirements and Notices relating to Unauthorized Employment and Subcontracts:
E-Verify System: In accordance with F.S. 448.095,Any Contractor and any subcontractor shall register with and shall
utilize the U.S. Department of Homeland S ccu ri t j's -Verify system to verify the work authorization status of all new
employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors
performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Honwlmi,d
S curi t f`' F-Verify system to verify the work authorization status of all new employees hired by the subcontractor
during the Agreement term.Any subcontractor shall provide an affidavit stating that the subcontractor does not employ,
contract with, or subconstruct with an unauthorized alien. Contractor shall comply with and be subject to the provisions
of F.S. 448.095
Public Entity Crime: A person or affiliate who has been placed on the convicted vendor list following a
conviction for a public entity crime may not submit a bid,proposal, or reply on a contract to provide any goods or
services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the
construction or repair of a public building or public work;may not submit bids,proposals,or replies on leases of real
property to a public entity;may not be awarded or perform work as a Contractor,supplier,subcontractor,or consultant
under a contract with any public entity; and may not transact business with any public entity in excess of the
threshold amount provided in section 287.017, F.S., for CATEGORY TWO for a period of 36 months following
the date of being placed on the convicted vendor list.
Scrutinized Companies: Contractor certifies that it is not on the Scrutinized Companies that Boycott Israel List or
engaged in a boycott of Israel. Pursuant to section 287.135,F.S.,the Department may immediately terminate this
Agreement at its sole option if the Contractor is found to have submitted a false certification; or if the Contractor is
placed on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of
the Agreement.
3
If this Agreement is for more than one million dollars,the Contractor certifies that it is also not on the Scrutinized
Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List,or engaged with business operations in Cuba or Syria as identified in section 287.135,F.S. Pursuant to section
2 87.13 51 F.S.,the Department may immediately terminate this Agreement at its sole option if the Contractor is found
to have submitted a false certification; or if the Contractor is placed on the Scrutinized Companies with Activities
in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged
with business operations in Cuba or Syria during the term of the Agreement.
As provided in subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions,
then they shall become inoperative.
Disclosure of Gifts from Foreign Sources: If this Agreement is $100,000 or more, Contractor shall disclose to
County any current or prior interest of, any contract with, or any grant or gift received from a foreign country of
concern, as defined in section 286.1011 F.S., if such interest, contract, or grant or gift has a value of$50,000 or more
and such interest existed at any time or such contract or grant or gift was received or in force at any time during the
previous 5 years. Such disclosure shall include the name and mailing address of the disclosing entity,the amount of
the contract or grant or gift or the value of the interest disclosed,the applicable foreign country of concern and, if
applicable,the date of termination of the contract or interest, the date of receipt of the grant or gift, and the name of
the agent or controlled entity that is the source or interest holder. If the disclosure requirement is applicable as
described above,then within 1 year before applying for any grant, Contractor must also provide a copy of such
disclosure to the State of Florida Department of Financial Services.
Suspended Person/Business Entity Sec. 2-347(1),Monroe County Code: In accordance with Monroe County Code
Sec. 2-347(1),the Contractor hereby swears and affirms that it is not a suspended person or business entity. The
employment of a suspended person/business entity is a material breach of the county/contractor contract and
entitles the County, in its discretion, to terminate the contract with no further liability to the Contractor beyond
payment of the portion of the contract price that may be due for work satisfactorily completed up to the date of
termination.
Indemnification & Hold Harmless: Notwithstanding any minimum insurance requirements prescribed elsewhere in
this Agreement,the Contractor shall defend, indemnify, and hold the County, and the County's elected and appointed
officers and employees, harmless from and against any claims, actions or causes of action, any litigation,
administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury(including
death), loss, damage, fine,penalty or business interruption, and any costs or expenses that may be asserted against,
initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with: (A) any activity
of the Contractor or any of its employees, agents, contractors or other invitees during the term of this Agreement; (B)
the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of the
Contractor or any of its employees, agents, sub-contractors or other invitees; or(C)the Contractor's default in respect
of any of the obligations that it undertakes under the terms of this Agreement. This section will survive the expiration
of the term of this Agreement or any earlier termination of this Agreement.
COUNTY FORMS. By signing this Agreement, Reseller/Conga has sworn or affirmed to the following
requirements as set forth in the Public Entity Crime Statement, Ethics Statement, Drug-Free Workplace
Statement and Vendor Certification Regarding Scrutinized Companies List as set forth in more detail in
this Agreement.
Public Entity Crime Statement
Reseller/Conga certifies and agrees that Reseller/Conga nor any Affiliate has been placed on the
convicted vendor list within the last 36 months.
4
In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the
Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a
bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a
public entity for the construction or repair of a public building or public work; may not submit bids on
leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier,
subcontractor or consultant under a contract with any public entity; and may not transact business with
any public entity.
A person or affiliate who has been placed on the convicted vendor list following a conviction for public
entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not
submit a bid on a contract with a public entity for the construction or repair of a public building or public
work, may not submit bids on leases of real property to public entity, may not be awarded or perform work
as a contractor, supplier, subcontractor, Reseller/Conga or subcontractor under a contract with any public
entity, and may not transact business with any public entity in excess of the threshold amount provided in
Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of
being placed on the convicted vendor list.
By signing this Agreement,Reseller/Conga represents that the execution of this Agreement will not violate
the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in
termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from
County's competitive procurement activities.
In addition to the foregoing, Reseller/Conga further represents that there has been no determination,based
on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes,
as a "public entity crime" and that it has not been formally charged with committing an act defined as a
"public entity crime" regardless of the amount of money involved or whether Reseller/Conga has been
placed on the convicted vendor list.
Reseller/Conga will promptly notify the County if it or any subcontractor is formally charged with
an act defined as a "public entity crime" or has been placed on the convicted vendor list.
Ethics Clause
By signing this Agreement, Reseller warrants that he/it has not employed, retained or otherwise had act on
his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990
or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or
violation of this provision the County may, in its discretion, terminate this Agreement without liability and
may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full
amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or
employee.
VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS
Reseller/Conga agrees and certifies compliance with the following:
Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or
entering into or renewing a contract for goods or services of any amount if, at the time of contracting or
renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to
Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes,
also prohibits a company from bidding on, submitting a proposal for,or entering into or renewing a contract
5
for goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities
in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Lists which were created
pursuant to s. 215.473,Florida Statutes, or is engaged in business operations in Cuba or Syria.
As the person authorized to sign on behalf of Reseller/Conga, I hereby certify that the company
identified above is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a
boycott of Israel and for Projects of $1,000,000 or more is not listed on either the Scrutinized
Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran
Terrorism List, or engaged in business operations in Cuba or Syria.
I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may
subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract
with the County may be terminated, at the option of the County, if the company is found to have submitted
a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged
in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the
Scrutinized Companies with Activities in the Iran Terrorism List or been engaged in business operations
in Cuba or Syria.
Note: The List are available at the following Department of Management Services Site:
http://www.dms.myflorida.com/business operations/state purchasing/vendor information/convicted
suspended discriminatory complaints vendor lists
Non-Collusion Affidavit
Reseller by signing this Agreement,according to law on my oath, and under penalty of perjury, depose
and say that the person signing on behalf of the firm of Reseller, the bidder making the Proposal for
the project described in the Scope of Work and that I executed the said proposal with full authority to do
so; the prices in this bid have been arrived at independently without collusion, consultation,
communication or agreement for the purpose of restricting competition, as to any matter relating to such
prices with any other bidder or with any competitor; unless otherwise required by law, the prices which
have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be
disclosed by the bidder prior to bid opening, directly or indirectly,to any other bidder or to any competitor;
and no attempt has been made or will be made by the bidder to induce any other person, partnership or
corporation to submit, or not to submit, a bid for the purpose of restricting competition; the statements
contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies
upon the truth of the statements contained in this affidavit in awarding contracts for said project.
AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES: CONTRACTOR
is required to provide an affidavit under penalty of perjury attesting that CONTRACTOR does not use coercion for
labor or services in accordance with Section 787.06, Florida Statutes.
As defined in Section 787.06(2)(a), coercion means:
1. Using or threating to use physical force against any person;
2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful
authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person when labor or services are
pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not
6
applied toward the liquidation of the debt, the length and nature of the labor or service are not
respectively limited and defined;
4. Destroying, concealing, removing, confiscating,withholding, or possessing any actual or purported
passport,visa, or other immigration document, or any other actual or purported government identification
document, of any person;
5. Causing or threating to cause financial harm to any person;
6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03 to any person
for the purpose of exploitation of that person.
As a person authorized to sign on behalf of CONTRACTOR, I certify under penalties of perjury that CONTRACTOR
does not use coercion for labor or services in accordance with Section 787.06. Additionally, CONTRACTOR has
reviewed Section 787.06,Florida Statutes, and agrees to abide by same.
COMMON CARRIER OR CONTRACTOR CARRIER ATTESTATION FORM: If Contractor is a common
carrier, as defined by Section 908.111, Florida Statutes, then Contractor hereby certifies and declares on my oath and
under penalty of perjury that it is not willfully providing and will not willfully provide any service during the Contract
term in furtherance of transporting a person into this state knowing that the person is an Unauthorized Alien, except to
facilitate the detention,removal, or departure of the person from this state or the United States.
FOREIGN COUNTRY OF CONCERN ATTESTATION(only applicable if PII access is granted):_If Contractor
will be granted access to an individual's Personal Identifying Information(PII) in accordance with F.S. 287.138,
Contractor's officer or representative declares under penalty of perjury that Contractor is not owned by the
government of a Foreign Country of Concern as defined in Section 287.138, Florida Statutes, is not organized under
the laws of nor has its Principal Place of Business in a Foreign Country of Concern as defined in Section 692.201,
Florida Statutes, and the government of a Foreign Country of Concern does not have Controlling Interest in the
entity/Contractor. As applicable, Contractor is in compliance with all applicable requirements of Sections 692.202,
692.203, and 692.204, Florida Statutes. The statements contained herein are true and correct and made with full
knowledge that Monroe County relies upon the truth of the statements contained herein and in awarding contracts for
said project.
Insurance
Insurance: At all times during the term of this Agreement(including any extensions thereof, Contractor shall
maintain the insurance as specified in this section. In the event Contractor fails to maintain all insurance required by
this section, County reserves the right to immediately terminate this Agreement or suspend all work until the required
insurance has been reinstated. Delays in completion of the work resulting from Contractor's failure to maintain
required insurance shall not cause the extension of any deadlines specified in this Agreement, and Contractor agrees
to indemnify and hold harmless the County for any and all increases in cost resulting from such delay.
Contractor shall maintain the following coverage:
Carahsoft shall name Monroe County Board of County Commissioners as an Additional Named
Insured and Certificate Holder on Commercial General Liability in accordance with the limits as set
forth in Section 16 of the NASPO ValuePoint Master Terms and Conditions.
7
Agreed to And Accepted by Reseller/Carahsoft Technology Corporation
04/07/2026
Signature/Date
Natalie LeMay State and Local Contracts Manager
Title
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Reston,VA 20190
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Start Date:05/01/2026
End Date:04/30/2027
2 RLCSWBA-491 Revenue Lifecycle Cloud CLM for web-Admin $445.0549 COOP 2 $890.11
Subscription Bundle(Business)
Revenue Lifecycle Cloud CLM for Web-Admin
Subscription-Business Edition
Start Date:05/01/2026
End Date:04/30/2027
3 RLCSFB-491 Revenue Lifecycle Cloud CLM for Salesforce-User $445.0549 COOP 13 $5785.71
Subscription Bundle(Business)
Revenue Lifecycle Cloud CLM-User Subscription-
Business Edition
Start Date:05/01/2026
End Date:04/30/2027
4 RLCSWB-491 Revenue Lifecycle Cloud CLM for web-User Subscription $445.0549 COOP 13 $5,785.71
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Revenue Lifecycle Cloud CLM for Web-User Subscription
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Start Date:05/01/2026
End Date:04/30/2027
5 RLCSFBC-491 Revenue Lifecycle Cloud CLM for Salesforce- $237.3626 COOP 20 $4747.25
Collaborator Subscription Bundle(Business)
Revenue Lifecycle Cloud CLM-Collaborator Subscription
Business Edition
Start Date:05/01/2026
End Date:04/30/2027
6 RLCSFEC-491 Revenue Lifecycle Cloud CLM for Salesforce- $237.3626 COOP 20 $4747.25
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Revenue Lifecycle Cloud CLM for Web-Collaborator
Subscription-Business Edition
Start Date:05/01/2026
End Date:04/30/2027
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7 205-SF-APP-1 Salesforce AppExchange consumption unit $0.0220 COOP 187,110 $4,116.42
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***Carahsoft Quote Number:62050614 must be referenced on the PO in order to process***
***Contract Number must be referenced on the PO in order to process***
Terms and Conditions
All subscriptions are subject to the terms and conditions of Conga's End User License Agreement,available at https://IegaI.conga.com/#end-user-license-agreement.The
licenses above are for current Carahsoft Technology Corp client Monroe County,Florida,authorized as per the terms and conditions of the Partner Agreement or other similar
reseller agreement dated 15-Mar-17 between Reseller and Conga.Unless otherwise stated below, all amounts in this Order are stated in and shall be paid in USD.
1.Revenue Lifecycle Cloud CLM for Web-Admin—Business
•This selection is for admin users of RLC CLM Business Edition.It bundles all licenses needed to create and manage CLM processes.
•An admin who is also an end-user does NOT need an additional end-user license.The admin functionality includes end-user functionality.
•Admin privileges for 1)Conga Approvals 2)X-Author for Contracts 3)Conga Sign are included for CLM uses only.
2.Revenue Lifecycle Cloud CLM for Web-User-Business
•Conga CLM Business User provides Contract Lifecycle Management capabilities including access to the contract repository and related contract information.
•Users can receive notifications,take actions,perform standard approvals,and view reports.Using Congas proprietary X-Author technology,users can author clauses,
templates,and contracts using Microsoft Word.X-Author provides full legal playbook capability within Word,including clause libraries,smart clauses and fields,and check-
in/check-out capability.Using X-Author capability,users can negotiate and redline contracts entirely within Word,allowing users to track changes throughout the contract
creation process,even using third-party paper.Term exceptions and automated clause reconciliations are also provided.Users can employ a guided contract creation
experience to create a contract using conditional assembly logic.Advanced approval functionality for all Conga objects and non-Conga objects allows users to manage
approvals,hierarchies,and workflow processes.
•Subject to desired configurations,Conga Sign may be used to initiate eSignature requests within the core Conga CLM application.Integration to other eSignature providers is
also included.
3.Revenue Lifecycle Cloud CLM for Web-Collaborator-Business
•Collaborator allows users to request or generate agreements from pre-approved templates.
•Collaborator also allows users access to the contract repository,individual contracts,and related contract information.Users can search,initiate approvals,Conga Grid,
Conga Sign,receive notifications,and view reports.
•Users do not have access to X-Author.
4.Customer's use of Conga Assist is governed by the Conga Assist Terms&Conditions located at:http://Iegal.conga.com/#conga-assist.
S.Customer's technical support(version 5.0)is further described at:https://Iegal.conga.com/#technical-support.
6.Customer's subscription to the Conga Customer Learning Pass may be used by all of Customer's Users and is subject to the Training Terms and Conditions,located at:
https://legal.conga.com/#conga-training-terms-and-conditions
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