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03/15/2006 Application DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: March 22,2006 TO: Salvatore Zappulla, Director Office of Management & Budget Pamela G. Ha~ Deputy Clerk C:J' FROM: At the March 15, 2006, Board of County Commissioner's meeting the Board granted approval and authorized execution of a State of Florida Bank of America Purchasing Card Application, in accordance with the provision set forth in Florida Statute 287.056(1). Enclosed is a dupliate original of the above-mentioned for your handling. Should you have any questions please feel free to contact our office. cc: County Attorney Finance File .I State of Florida Bank of America Purchasing Card Application Check the box which applies: D Payments will be processed through the State of Florida's Department of Banking and Finance. II Payments will be processed directly to ~ Bank of America. Bank of America. ~~ ~- STATE OF FLORIDA I BANK OF AMERICA VISA PuRCHASING CARD ApPLICATION Does your Organization currently bank with Bank of America? _YES, Location: Entity Information (Please type or print): Name of Entity (As it will appear on card): Limit 24 spaces. Entity Legal Name MONROE COUNTY BOARD OF COUNTY COMMISSIONERS Street Address 1100 SIMONTON STREET City/State/Zip KEY WEST. FLORIDA 33040 Business Phone 305-292-4444 Tax ID # 59-6000-749 No. of Employees APRX 550 Type of Organization: o State Agency o Community College o Special District (type) o Municipality o District School Board o Other (specify) . County 0 County Constitutional Office (specify) Program Administrator: Name TINA BOAN Title BUDGET MANAGER Business Address 1100 SIMONTON STREET 2-213 City KEY WEST State FL Zip 33040 E-mail address boan-tina@monroecounty-fl.gov Business Phone 305-292-4472 Fax Number 305-292-4515 Back-Up Program Administrator Name SALVATORE R. ZAPPULLA Title DIVISION DIRECTOR. BUDGET & FINANCE Business Address 1100 SIMONTON STREET 2-213 City KEY WEST State FL Zip 33040 Business Phone 305-292-4444 E-mail address zappulla-sal@monroecounty-fl.gov Fax Number 305-292-4515 Program Information: 1. What is your projected annual dollar volume using the Purchasing Card? LESS THAN 1M IN YEAR 1 2. How many cards do you anticipate initially? 25 At full implementation? 100 3. How soon do you plan to implement a Purchasing Card program (target date)? MAY 1. 2006 (Phase 1 Target) To ENSURE PROMPT PROCESSING: o Complete Application and Signature and Authorization: Complete all sections including Signature{s), Authoriza- tion and Certificate of Authority. o Financial Statements: For Entities processing payments directly to Bank of America, enclose your two most recent years audited financial statements. o Forward the completed application, along with all required documentation, to your Bank of America Account Representative. Electronic Transmission and Reporting: o EDI o Statement Billing File (ASCII) o Info Span/CPA o EAGLS Payment Method: o ACH Debit o ACH Credit . Wire Transfer Signature and Authorization: To be signed by person authorized to enter Into the Agreement: The entity named above the (the "Entity"), by the signature of its authorized officer or employee below, requests that a Visa Purchasing Card account be established by Bank of America, N.A. USA in the name of the Entity, and that Visa Purchasing Cards be issued to the representatives of the Entity as the Entity designates from time to time. The Entity agrees to be liable for transactions made on the account, and shall pay Bank of America, NA USA the account charges in accordance with the Bank of America Purchasing Card Program Agree- ment with the State of Florida dated February 4, 1997, as it may be amended from time to time (the "Agreement"). The Entity hereby acknowledges receipt of a copy of the Agreement. The Entity agrees that it shall be considered a participating Entity, as such term is defined in the Agreement and as such shall fulfill all Participant Entity obligations. If the Entity utilizes electronic data interchange (EDI) through the Florida Department of Management Services (OMS) for billing and information processing and to the extent that funding is not lawfully available to the Division of Purchasing of OMS to pay the EDI costs, then the Entity agrees to pay OMS its proportionate share of electronic data interchange costs (EDI), as determined at the sole discretion of OMS. The Entity understands that its participation in the Purchasing Card Program may be immediately terminated if it fails to make timely payments hereunder or otherwise as permitted in the Agreement. If the Entity process payments directly to Bank of America and the Agreement should terminate, Bank of America may, as its option, upon notice to the Entity, terminate Entity's account or issue new terms for the account. I hereby certify that I am authorized to sign this application for the Bank of America Purchasing Card Program and to contractually bind the Entity to all terms and conditions found herein, without limitation, for the duration of the said contract. The legal basis upon which this authorization exists is as follows: FS 125.01(a) & (w) Florida Law (please give citation): ." r= r'T1 o .." o ::0 :;u t" ...~ N ("') "'TIc:,..O ;: /"T'l Q ;0 Th' rt'f' h t Mayor Charles "Sonny" McCoy 'h 'ed b h 'f' .. -'f 0 IS ce lIes t a IS aut onz ,y t e spec! IC prOVISions 0 the Flonda Statutes, Florida Administrative Code or other legal authority cited above, to sign the application for the Bank of America Purchasing Card Program on bElhalf of the named Entity/Organization in this application and by so signing binds the Entity/Organization to all terms and L r condi~~.~r~in, without limitation, for the duration of the said contract. If;/rc "e,t ll' J TO h'.....n ,,' "'< " Suzanne A. Hutton " ~;\" Print Name: i", t~\?i~':'l) ~\i 1~"':',,'J: '""It'. L.~a8tK~ '\ '"7"\:, \:t, .",~/~:;>>; . .:.-:::><.> ..... ':<+'''-4''''''::,'':;><)> \,i/ / "'.. ':\~~~~~~:'L'~~~r " CLERK Florida Administrative Code or ordinance (please give citation): erence or citation):Monroe County BOCC Admin. Rule Name (print): Title: Jfayor s. Olp ..... > :::o,....z O~"Z Mr--< ='" C"). r- OC"). ~;::oA ~~. c,: ...! " !:~: N) c:::>> c:::t CA :J: :tloo ::0 N N Signature: Entity or Organization: Monro Date: 3"516~ nty Board of County Commissioners " Certificate of Authority (to be sigrled by Counsel for Participating EntityJOrganization): Statutes & Constitution :View Statutes: Online Sunshine Page 23 of 85 the detailed working drawings of the project; and for evaluation of the compliance of the project construction with the design criteria package by the design criteria professional. 6. In the case of public emergencies, for the agency head to declare an emergency and authorize negotiations with the best qualified design-build firm available at that time. (10) REUSE OF EXISTING PLANS. --Notwithstanding any other provision of this section, there shall be no public notice requirement or utilization of the selection process as provided in this section for projects in which the agency is able to reuse existing plans from a prior project of the agency, or, in the case of a board as defined in s. 1013.01, a prior project of that or any other board. Except for plans of a board as defined in s. 1013.01, public notice for any plans that are intended to be reused at some future time must contain a statement that provides that the plans are subject to reuse in accordance with the provisions of this subsection. (11) CONSTRUCTION OF LAW.--Nothing in the amendment of this section by chapter 75-281, Laws of Florida, is intended to supersede the provisions of ss. 1013.45 and 1013.46. History.--ss. 1, 2, 3,4,5,6,7,8, ch. 73-19; ss. 1,2,3, ch. 75-281; s. 1, ch. 77-174; s. 1, ch. 77-199; s. 10, ch. 84-321; ss. 23, 32, ch. 85-104; s. 57, ch. 85-349; s. 6, ch. 86-204; s. 1, ch. 88-108; s. 1, ch. 89.158; s. 16, ch. 90-268; s. 15, ch. 91-137; s. 7, ch. 91-162; s. 250, ch. 92-279; s. 55, ch. 92-326; s. 1, ch. 93-95; s. 114, ch. 94.119; s. 10, ch. 94-322; s. 868, ch. 95-148; s. 2, ch. 95-410; s. 45, ch. 96-399; s. 38, ch. 97- 100; s. 1, ch. 97.296; s. 80, ch. 98-279; s. 55, ch. 1001-61; s. 63, ch. 2001-20; s. 944, ch. 2002-387; s. 1, ch. 2005-224. ::f: 287.056 Purchases from purchasing agreements and state term contracts.-- (1) Agencies shall, and eligible users may, purchase commodities and contractual services from purchasing agreements established and state term contracts procured, pursuant to s. 287.057, by the department. (1) Agencies may have the option to purchase commodities or contractual services from state term contracts procured, pursuant to s. 287.057, by the department which contain a user surcharge pursuant to s. 287.1345 as determined by the department. (3) Agencies and eligible users may use a request for quote to obtain written pricing or services information from a state term contract vendor for commodities or contractual services available on state term contract from that vendor. The purpose of a request for quote is to determine whether a price, term, or condition more favorable to the agency or eligible user than that provided in the state term contract is available. Use of a request for quote does not constitute a decision or intended decision that is subject to protest under s. 120.57(3). History.--s. 17, ch. 92-98; s. 109, ch. 92-142; s. 213, ch. 95-148; s. 30, ch. 95-196; s. 3, ch. 95.216; s. 5, ch. 96-236; s. 81, ch. 98-279; s. 14, ch. 2002-207. 287.057 Procurement of commodities or contractual services.-- http://www.Ieg.state.fl.us/statutes/index.cfm? App _ modc=Display _ Statutc& URL=Ch0287/... 2/24/2006 Statutes & Constitution :View Statutes: Online Sunshine Page 24 of 85 (1 )(a) Unless otherwise authorized by law, all contracts for the purchase of commodities or contractual services in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO shall be awarded by competitive sealed bidding. An invitation to bid shall be made available simultaneously to all vendors and must include a detailed description of the commodities or contractual services sought; the time and date for the receipt of bids and of the public opening; and all contractual terms and conditions applicable to the procurement, including the criteria to be used in determining acceptability of the bid. If the agency contemplates renewal of the contract, that fact must be stated in the invitation to bid. The bid shall include the price for each year for which the contract may be renewed. Evaluation of bids shall include consideration of the total cost for each year as submitted by the vendor. Criteria that were not set forth in the invitation to bid may not be used in determining acceptability of the bid. (b) The contract shall be awarded with reasonable promptness by written notice to the responsible and responsive vendor that submits the lowest responsive bid. This bid must be determined in writing to meet the requirements and criteria set forth in the invitation to bid. (2)(a) If an agency determines in writing that the use of an invitation to bid is not practicable, commodities or contractual services shall be procured by competitive sealed proposals. A request for proposals shall be made available simultaneously to all vendors, and must include a statement of the commodities or contractual services sought; the time and date for the receipt of proposals and of the public opening; and all contractual terms and conditions applicable to the procurement, including the criteria, which shall include, but need not be limited to, price, to be used in determining acceptability of the proposal. The relative importance of price and other evaluation criteria shall be indicated. If the agency contemplates renewal of the commodities or contractual services contract, that fact must be stated in the request for proposals. The proposal shall include the price for each year for which the contract may be renewed. Evaluation of proposals shall include consideration of the total cost for each year as submitted by the vendor. (b) The contract shall be awarded to the responsible and responsive vendor whose proposal is determined in writing to be the most advantageous to the state, taking into consideration the price and the other criteria set forth in the request for proposals. The contract file shall contain documentation supporting the basis on which the award is made. (3)(a) If the agency determines in writing that the use of an invitation to bid or a request for proposals will not result in the best value to the state, the agency may procure commodities and contractual services by competitive sealed replies. The agency's written determination must specify reasons that explain why negotiation may be necessary in order for the state to achieve the best value and must be approved in writing by the agency head or his or her designee prior to the advertisement of an invitation to negotiate. An invitation to negotiate shall be made available to all vendors simultaneously and must include a statement of the commodities or contractual services sought; the time and date for the receipt of replies and of the public opening; and all terms and conditions applicable to the procurement, including the criteria to be used in determining the acceptability of the reply. If the agency contemplates renewal of the contract, that fact must be stated in the invitation to negotiate. The reply shall include the price for each year for which the contract may be renewed. http://www.leg.state.fl.us/statutes/index.cfm?App _ mode=Display _ Statute&URL=Ch0287/... 2/24/2006 AMENDMENT NO.5 TO THE BANK OF AMERICA PURCHASING CARD PROGRAM AGREEMENT WITH THE STATE OF FLORIDA THIS AMENDMENT is entered into this /0 TN day of May, 2004, between Bank of America N.A. (USA) ("Bank of America") and the State of Florida, Department of Management Services, ("State"), and modifies that Agreement between the parties dated February 4, 1997, as previously amended. This Amendment will be effective July 1,2004. NOW, THEREFORE, in addition to any other rights set forth in the Agreement, the Parties agree as follows: 1. Authorization of Modifications. Section 9(8) of the Agreement permits the Parties to modify the teons and provisions of the Agreement pursuant to a writing signed by both Parties. In addition, Section 13(B) of the Agreement anticipates and allows for potential changes regarding the "Shared Savings" terms contained therein. 2. Shared Savings. The following information modifies the proVISions of Section 13 and Addendum A of the Agreement. A. Categories. For the purposes of calculating shared savings, participating entities (as defined in the Agreement) shall be categorized into two (2) categories, as follows: i. Participating Entities/agencies that process and pay via the Florida Department of Financial Services on a daily basis shall be known as Category A. ii. Participating Entities (local govemmenlslpolilical subdivisions/universities, etc.) that make payment to Bank of America through other payment systems shall be known as Category B. B. Base Payment. Bank of America shall pay 1% (100 basis points) MyFloridaMarketPlace fee per transaction in accordance with section287.057(23), Florida Statutes to the State. based on the Net Purchase Volume of Participating Entities in Category A and B per Calculation Period. The Calculation Period is one (I) calendar month. a. Category B Participating Entities shall receive a rebate directly from Bank of America on an annual basis, 60 days after the close of the calendar year. This will be paid on each Participating Entity's Net Purchase Volume, based on the following volume thresholds: i. Less than $1 million in net purchase volume - no rebate ii. $ 1,000,000 - $9,999,999 - 40 basis points iii. SIO,OOO,OOO - $24,999,999 - 50 basis points IV. $25,000,000 and greater - 60 basis points b. Fee Reporting. Bank of America will utilize the latest PUR 3776 fonn to repon the 100 basis points (1%) based on net volume. This form can be downloaded trom www.lllvlloridamarkctplace.com . C. Large Tkket Transactions: A "Large Ticket Transaction" is defined, as a transaction which, based on the merchant and dollar amount, may be subject to the Visa Large Ticket Interchange program, as detennined and amended by Visa from time to time. If qualifying Larg~ Ticket transactions exceed 5% of the total Net Purchase Volume for both Participating Entity Categories A and B, Bank of America reserves the right to renegotiate transaction fees for Large Ticket qualifying transactions, as mutually agreeable by both parties. 4. Other Terms. All other tenns and conditions of the Agreement and its previously executed Amendments remain the same. State of Florida Bank of America, N.A. (USA) De..".,.. J>9I'~m'.t Smka c> < n () f] BY'~ ~ By, :ft (iP-I~JladL- Name: ~,!:, fo 111 /.111 # Nam/ JCl'i \rJ ink lcb I aLL.... Title: (Jf flE,. rUlCftAIIN61)ffl.II1ID11J OF'f'Dtritle: Date: MAY (~I 2. f)~ 'I Date: ViCL ?rzs;dLn+ rn~ )O} aooLf ADDENDUM A TO NATIONSBANK PURCHASING CARD PROGRAM AGREEMENT WITH THE STATE OF FLORIDA TERMS SETTLEMENT Settlement Time Frame 30 day billing cycle plus 14 days until payment due date Cycle Date 4th calendar day of each month or as shown on a schedule agreed to annually Billing Method EDI - NATIONSBANK initiated Settlement Method ACH - PARTICIPATING ENTITY initiated Billing Account Type Central Payment Type Central OTHER FEES Unique Card Design $ Not Applicable Rush Card Fee (Express Mail) $9.00 per express mail package Late Payment Fee Not to exceed s. 215.422, F.8. Insufficient Funds Fee $20.00 Draft Retrieval Request $3.00 per request when no billing dispute A: Final (2102.197) Page 16ofl7 REPORTING OPTIONS Paper Reports No Cost Statement Billing File No Cost ED I 811 No Cost NATIONSBANK Visa Desktop Software One time software/set up fee: No Cost Monthly Data transmission (per end point): No Cost Custom Programming Cost: No Cost Hours Programming at No Cost per hour with additional Programming at No Cost per hour. Shared savings bonus. Should PARTICIPATING ENTITIES that process their payments through the Department..of Banking and Finance reach PROGRAM goals of at least the following: ' · Not more than 1 occurrence of non-payment by Payment Due Date in a 12 month period; · Cumulative Annual Purchasing Volume: $340,000,000; · Number of Cards: Less than 9,300; · Average Transaction Size: $300; and, · Roll out Timing/Rate: 12 months. A shared savings bonus of an amount equal to .15% (15 basis points) of NET PURCHASE VOLUME based on the entities referred to above shall be earned by the STATE to the extent that NATIONSBANK's bad debt credit losses due to non-payment by PARTICIPATING ENTITIES do not exceed 1% (100 basis points) of NET PURCHASE VOLUME for such annual period. The shared savings bonus will be calculated annually and paid within 60 days after the end of the annual period consistent with section 13. of this AGREEMENT. The annual period shall commence on June 1 and conclude on the following May 31 of each year for purposes of the shared savings bonus calculations. Renegotiation. If after June 1, 1998, NET PURCHASE VOLUME exceeds the cumulative annual purchasing volume noted above, NATIONSBANK agrees to renegotiate the shared savings bonus for subsequent annual periods. 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PROORAM OVERVIEW A company ("Company") that has established a Visa Commercial Card accOUnt ("Account") wim a V"15ll Commercial Card issuing Member ("Financial Institution"} may request that the Fioanctalll'l$titution waive the Company's liability for cenain charges in accordance wim the Visa Commercial Card Liability Waiver Program ("Program"). VISa has M'IInged i05Umnce covemge to provide paym~"tlt to the FiOllJlCial Imtitution for covered los.\CS and will administer the Program. The Financiallnstiturion may waive the Compnny's Iiabilitv for waivnble charges up [0 $15,000 per Visa Commercial Card Cardholder and be reimbursed by the Program Underwriter ("PrOl.'l'l1lIl !Jnderwriter") provided bom the nnanciallnstirution aoJ the Company have :satisfIed all Program ohligations. n. DEFINITIONS I} 2) 3) 'I) 5) 6) 7) 8) " j "Financial h\Sl:irution" shall mean the Visa Member which issues Visa Commercial Card Accounrs to the Com~y for UlSe by designated employees. "Company" shall mean a corporation, partnership, sole proprietor.lhip, or any other emity which has signed a Commercial Card Account agreemc:nt with a Financial [osritucioo and sub..:quently issues Commercial Card Accounts for use by persons designated by me Company. "Cardholder" means a penon designated by the Company who is authorized by the Company OJ use the Visa Commercial Card Account for Company business putpO$tS only. "Charges" shall mean .11 amounts, including cash disbut$ellleOts, charll"d to the Company's Commercial Card Account with the Fioanciallnstitution. "Affidavit of Waiver" sh."\1I mean a written request or claim form sent frorn the Company requesting the FinanciallllStirution to waive the Company's Croltge5 in accordance with the te11115 and conditions of this I'rogmm. "Billed" or "Unbilled" wim respect to any Charge shall be hased upon the <Iare uf the Financiallnstirution's statement. "Notificarion ofTl'l'1'Ilinatioo" of the CanJholder's employmenr shall mean the date the Cardholder giv.... or receives oral or written notice of immediate or pending termin."ltion, or me date the Cardholder leaves the Company's service, whichever is earlier. "Waivable Charges" sholl mean Charges iDCUrred by a Cardholder. Or other authorized penon which: a) do not benefit the Company directly or indirectly, or in CllSes where the Financiallnstituriun bills the Cardholdet, benefit the Company directly or indirectly, and the Company has reimbursed the Cardholder but the Cardholder has not paid the Fmancial!mtitution; and b} (i) are Billed within seveorv.five (75) days pteceding Notification of Tennination. or (ii) . are incurred but Unbilled.. ofNotilkation of Termination, or (iii) are incurred up to fourteen (4) da)'ll afu:r Notification ofTennination; provided, ho~.... that the Financiallrw:iMion has received a request to cancel the Cardholder Account within two (I) business days of Notificlllion ofT ermination. There will be no eoven>g<: after Notification of Termination, .. defined, unless nOtice to cancel the CardholJer Account is received by the Financial Institution within two (2) bu.,ines5 days; and c) are the responsibility of the Company and/or Cardholder for payment to the Finane.,1 Institution, Ill, PRooRAM Exa.uSJONS The following are not Waivable Charges and are OlX covered by me policy: 1) Charges made by parmers, owners, or principal shareholders who own more tMn five percent (5%) of the Company's ouwanding shares, elected directors, or P=V<1' who are not empk>yees <:i the Company. 2) InteteSt or fees imposed by the Financiallnsrirution on outstanding unpaid charges. 3} In case; where the Financial Insrirurion invoices the Cardholder. any amount 00 a checl< submitted by a Cardholder which is nor paid by the Cardholder's drawee financial institution ;)$ not sufficient funds or due OJ a closed accounr, If the C1rdholder has. within the last (12) months, sub/nilted any other check to the Financiallnstirurion which was not pakl in full by the Cardholder's clrdYJee nnancilll institution 3$ not sufficietlt funds Ot due to a clooed account. 4) Charges incurred to purcha$e goods or service> for the Conlpany or for the pe""'N other than the Cardholder pursuant to the inuructioos of the Compony, in accordaoce with company policy, if those goods or services are of the type which are regularly purchased by or for the Company. However, theses charees wQuld be Waivable in cases where the Financiallrutitution bills the Cardholder, and the Company has reimbursed the Cardholder, but the Cardholder 11."15 nOt paid the nnanciallnsti[U[ion, 5) Chatges incurred by the Cardholder llft~ Notilkation of Termination unless the Fin.nc~1 Institution receives a request from the Company to cancel the Account within two (Z) busiQeSS days of Notiflcation llfTerminotion. If cancellation of rhe Account is received by rhe Financiallnstirution within two (2) business days, then coverage will be afforded fOurteen (14) days from Notifkation of Termination, but not beyond. 6) Cha'lles incurred by the Cardholder more than fourteen (14) davs after Notification of Termination or earlier than seventy-five (75) days ptior to NotifiClltion of Termination 7) Ch.1rges resulting from either a loot or srolen Commercial Can:! or bankruptcy/insolvency of the Company. 8) Charges in exces< of $15,000 for each Cardholder from Companies wirh five (5) or more valid Cardholder Accoum:s. 9) Charges in excess of $5,000 for ench Cardholder from Companies with CWo (2) to four (4) valid Cardholder Accounts. 10) Cash advances, after Notification of Termination, shall be limited to $300 per day, or a maximum of $1,000 whichever is I..., II) Charges incurred by . Cardholder after discovery by the Company of any fraudulent or dishonest act on the part of the Cardholder. -) Consent to Assignment The undersigned, having entered into a written agreement with NationsBank, N.A. (successor in interest to NationsBank, N.A. (South)) (Assignor), titled State of Florida's Request for Proposal No. 4-973-120-W and NationsBank's Response to such Request for Proposal dated February 4, 1997, (collectively, the "Agreemenf'), a true copy of which Agreement is annexed hereto and made a part hereof, hereby consents to an assignment of rights and a delegation of performance of duties under the Agreement by Assignor to NationsBank of Delaware, N.A., a national banking association having its principal offices at Blue Hen Corporate Center, Dover, Delaware ('Assignee"). This consent does not release Assignor from any liability or responsibility under the Agreement, and Assignor shall be responsible to the undersigned for any default or breach on the part of Assignee. By accepting the assignment, Assignee assumes all of the obligations and duties of the Assignor, and shall be liable jointly and severally with Assignor for any default or breach of the Agreement, whether such default be past or future. No provision of this consent shall be deemed to alter or modify any term or condition of the Agreement except insofar as such provision relates to assignment and delegation. Assignor or Assignee shall provide the undersigned with a copy of the written assignment ofrights and delegation of performance. Effective Date: 4k1 J/ q~ STATE OF FLORIDA I ' Department of Management Services Attn.: State Program Administrator 4050 Esplanade Way, Room 160 Tallahasse FL 32399-0950 C.~ By: Ge.o1le- C. S~K5 Type or Printed ame "Dt/2.eCT9,e 57)FTe P"'IZCH4S/~ Title .i I: \stoneras \assignfl NATIONSBANK PuRCHASING CARD PROGRAM AGREEMENT MTH THE STATE OF FLORIDA This AGREEMENT is by and between NationsBank, N.A. (SOUTH) (I1NATIONSBANK") and the Department of Management Services of the State of Florida acting on behalf of the State of Florida ("STATE"). This Program Agreement ("AGREEMENT') will be effective upon execution by the parties, WHEREAS, STATE issued a Request for Proposals, number 4-973-120-W, on June 10, 1996, and NATIONsBANK submitted its response which was evaluated to be the best of all responses received. NOW THEREFORE, the parties wish to enter into this AGREEMENT to formalize the ,'" relationship which will permit ELIGIBLE ENTITIES to participate in the PURCHASING CARD PROGRAM. DEFINITIONS · "AccouNT" means a line of credit plan established by NATIONSBANR pursuant to this AGREEMENT that can be utilized by an EMPLOYEE CARDHOLDER for the pUrpose of incurring LEGITIMATE BUSINESS EXPENSES. · "BILLING CYCLE" means a monthly billing period with a 14 day grace period before payment is due. · "CALCULATION PERIOD" means each calendar month during the term of this AGREEMENT, in which any AcCOUNT is in effect. · "CARDLESS ACCOUNT" means a type of ACCOUN!' (i) which requires the express prior approval of the STATE before it is opened; (ii) with respect to which no PURCHASING CARD is issued; and, (ill) which is accessed by ACCOUNT number alone, " A: Jo'jnul (:UU:UU7) .. Page 1 of 17 · "CENTRAL BILLING" means one billing statement for combined CHARGES per BILLING CYCLE will be provided to a PARTICIPATING ENTITY and payment(s) will be m~de by such PARTICIPATING ENTITY for outstanding CHARGES on the billing statement. · "CENTRAL PAY" means a PARTICIPATING ENTITY will send payment(s) for its CHARGES on its CENTRALBIWNG statement. · "CHARGE" means any transaction occurring on an ACCOUNT (including a CARDLESS ACCOUNT) including, but not limited to, purchases, late payment fees and any other fees charged in conjunction with the PROGRAM that are specifically provided for in this AGREEMENT. · "DISPUTES" means items that are requested by an EMPLOYEE CARDHOLDER or PARTICIPATING ENTITY to qualify for credit under Visa's Rules and Regulations as they ,~ may be in effect at the time the claim by the EMPLOYEE CARDHOLDER or PARTICIPATING ENTITY is made. · "ELIGIBLEENTITY(S)" is as defined in theRFP, · "EMPLOYEE CARDHOLDER" means a person designated by a PARTICIPATING ENTITY for whom an ACCOUNT is established by NATIONSBANK upon the request of such PARTICIPATING ENTITY, · "FRAUDULENT USE" means any CHARGE that was not made by the EMPLOYEE CARDHOLDER or hislher agent and which was reported by PARTICIPATING ENTITY or EMPLOYEE CARDHOLDER to NATIONsBANK in a timely manner, as stated in section 3. · "LEGITIMATE BUSINESS ExPENSE" means those CHARGES that directly or indirectly benefit a PARTICIPATING ENTITY, whether or not previously authorized Of approved by said PARTICIPATINGENTITY. · "MEMO BILLING STATEMENT' means a summary of CHARGES on the EMPLOYEE CARDHOLDER's ACCOUNT provided for infofmation purposes only, not for billing purposes. A: Final (2102197) Page 2 of 17 · "MERCHANT CATEGORY CODE" means merchant classifications assigned by Visa and made available for use by STATE or a PARTICIPATING ENTITY for the purposes of allowing or restricting CHARGES. · "NET PURCHASE VOLUME" is defined as aggregate dollar amount of purchases made on the ACCOUNTS in the relevant CALCULATION PERIOD less the aggregate dollar amount of (i) successful DISPUfES, (ii) successful FRAUDULENT USE, and (Hi) PERSONAL CHARGES for which Visa's Liability Waiver Program makes payment to NATIONsBANK, relating to a purchase(s) made during any previous CALCULATION PERIOD, · "PARTICIPATING ENTITy" or "PARTICIPATING ENTITIEs" are as defined in the RFP, provided that the entity has executed the appropriate PROGRAM application and the application has not been declined pursuant to section 1.E. of this AGREEMENT. · "PERSONAL CHARGES" means CHARGES which are not LEGITIMATE BUSINESS EXPENSE(S), ,.- · "PROGRAM ADMINISTRATOR' means the designated representative of a PARTICIPATING ENTITY who will work directly with NATIONSBANK and the STATE on issues that relate to the PROGRAM. · "PURCHASING CARD" means the plastic card issued with respect to an ACCOUNT. · "PURCHASING CARD PROGR.AM' or <'PROGRAM" means the extension of service under this AGREEMENT for the STATE and any PARTICIPATING ENTITY. · "RFP" means the original request for proposals, number 4-973-120-W, issued on June 10, 1996, the written questions and answers clarifying certain issues in the original request for proposals, and the Addendum which modified the original request for proposals issued on July 23, 1996. A: Final (210'>-191) Page 3 of 17 · "STATE PROGRAM ADMINISTRATOR" means the designated representative assigned by the STATE to be the primary point of contact for NATIONSBANK and all PARTICIPATING ENTITIES on issues that relate to the PROGRAM. 1. PURCHASING CARD ISSUANCE. A. NATIONsBANK hereby agrees to provide a PARTICIPATING ENTITY with the NATIONSBANK PURCHASING CARD PROGRAM, establish ACCOUNTS and issue PuRCHASING CARDS to EMPLOYEE CARDHOLDERS upon the terms and conditions of this AGREEMENT. Each ACCOUNT is to be used for LEGITIMATE BUSINESS EXPENSE. B. NATIONSBANK will establish an ACCOUNT for and issue a PURCHASING CARD to an EMPLOYEE CARDHOLDER upon the request of a PARTICIPATING ENTITY; however, the establishment of a CARDLESSACCOUNTwill be subject to subsection I.e., below. C. NATIONSBANK may, at the request of PARTICIPATING ENTITY and with the approval of STATE, establish CARDLESS ACCOUNTS. A CARDLESS ACCOUNT may be utilized by a PARTICIPATING ENTITY for the purchase of goods and services. In the event that a CARDLESS ACCOUNT is established, all transactions on such ACCOUNT shall in all respects be treated as though the transactions were initiated through the use of a PURCHASING CARD except as stated in Section 2.B. hereafter. Each PARTICIPATING ENTITY will use all due care to maintain the security of all PuRCHASING CARDS and CARDLESS ACCOUNT numbers provided to it under the PROGRAM. D. Eaclr PURCHASING CARD and CARDLESS ACCOUNT shall be valid for the term indicated and will be eligible for reissuance, unless such PURCHASING CARD, CARDLESS ACCOUNT and/or the PROGRAM have been canceled by NATIONsBANK pursuant to the provisions of this AGREEMENT, or at the request of the PARTICIPATING ENTITY as it relates to its participation, or at the request of STATE. NATIONSBANK reserves the right to cancel or suspend an ACCOUNT at any time if the ACCOUNT is more than 30 days past due with notice to the PARTICIPATING ENTITY and STATE. In addition, NATIONsBANK may suspend any ACCOUNT with just cause at any time prior to notifying STATE or PARTICIPATING ENTITY provided that it notifies the PARTICIPATING ENTITY and STATE at the earliest reasonable opportunity. A: Final (2102191) Page 4 of 17 E. If an EUGIBLE ENTITy's payments to NATIONSBANK are processed through the Department of Banking and Finance, a PROGRAM application (to be mutually developed by STATE and NATIONsBANK) shall he executed by the ELIGIBLE ENTITY but such application shall not be subject to a financial, analytical or performance review, In the event that an ELIGIBLE ENTITY's payments pursuant to this AGREEMENT are not processed through the Department of Banking and Finance, NATIONSBANK and the STATE will develop a separate PROGRAM application/enrollment to be executed by such ELIGIBLE ENTITY and which will be utilized by NATIONSBANK to conduct an independent financial, analytical and performance review. In the event that this review demonstrates bona fide concerns for NATIONSBANK or STATE, a good faith effort will be made to resolve the concerns. However, if the parties are unable to resolve said concerns, NATIONsBANK reserves the right to decline the PROGRAM application/enrollment of the ELIGIBLE ENTITY. In any event, NATIONSBANK shall not be required to establish any ACCOUNT under this AGREEMENT unless and until STATE or PARTICIPATING ENTITY f~!nishes to NATIONsBANK such .evidence of action and authority as NATIONsBANK may reasonably request prior to the enrollment of a PARTICIPATING ENTITY. 2. LIABILITY: A. PARTICIPATING ENTITY PURCHASING CARD ACCOUNT Liability. A PARTICIPATING ENTITY shall be liable for all CHARGES made on all of its EMPLOYEE CARDHOLDERS' PURCHASING CARDS except for CHARGES resulting from FRAUDULENT USE or qualifying under the DISPUTES policy. However, if the PARTICIPA'I'INGENTITY meets all then existing requirements of Visa's Liability Waiver Program (Addendum B), then PARTICIPATING ENTITY will not be liable for any PERSONAL CHARGES on its PURCHASING CARD AcCOUNTS;- ,The STATE understands that a PARTICIPATING ENTITY may be required to pay NATIONsBANK for some disputed (FRAUDULENT USE and PERSONAL CHARGES) transactions pending the ultimate resolution of said disputed transactions. B. PARTICIPATING ENTITY CARDLESSAcCOUNT Liability. Should PARTICIPATING ENTITY request with prior approval of STATE to set up CARDLESS ACCOUNTS under the PROGRAM, all CHARGES to the CARDLESS ACCOUNTS shall: A: Final (2102197) Page 5of17 (i) not be subject to signature and identity verification procedures and, therefore, will not be eligible for DISPUTES processing for any reason related to signature or identity verification; and. (ii) be considered LEGITIMATE BUSINESS EXPENSE unless such CHARGE was made from a merchant who was blocked using MERCHANT CATEGORY CODES and the failure to dishonor the CHARGE was an error by NATIONSBANK or a third party processor selected by NATIONsBANK. MERCHANT CATEGORY CODES will be considered blocked two (2) business days after a request is received by NATIONsBANK provided the request to block, from STATE or a PARTICIPATING ENTITY, is initiated on a NATIONsBANK business day. However, if a PARTICIPATING ENTITY meets all then existing requirements of Visa's Liability Waiver Program, then PARTICIPATING ENTITY will not be liable for any PERSONAL CHARGES on the CARDLESSACCOUNT. C. Billing Procedures. (i) General procedures. CHARm~S for both PURCHASING CARDS and/or CARDLESS ACCOUNTS will be set forth on a billing statement furnished to each PARTICIPATING ENTITY, and a MEMO BILLING STATEMENT may be provided at the PARTICIPATING ENTITY's request to the EMPLOYEE CARDHOLDER or to the PARTICIPATING ENTITY for distribution by the PARTICIPATING ENTITY to EMPLOYEE CARDHOLDERS. NATIONSBANK shall, upon request of a PARTICIPATING ENTITY, provide the PARTICIPATING ENTITY with information with respect to all CHARGES made by an EMPLOYEE CARDHOLDER during each BILUNG CYCLE and with any other information concerning the EMPLOYEE CARDHOLDER's ACCOUNT. STATE, on behalf of PARTICIPATING ENTITIES, and NATIONsBANK shall agree to the settlement terms outlined in Addendum A. (ii) Special procedures, The following procedures apply when a PARTICIPATING ENTITY's payments are processed through the Department of Banking and Finance. NATIONSBANK agrees to transmit daily statements/invoices (ED I 8118) containing the transactions (CHARGES, credits, DISPUTES, which reduce the balance due, and payments) processed the previous day through A: Final (%102/9'7) Page 6 of 17 A: Final (ZI02/97) NATIONSBANK for each PARTICIPATING ENTITY. NATIONSBANK has also agreed to accept daily payments in the form of Electronic Funds Transfer (ACH Credits). from the Department of Banking and Finance per PARTICIPATING ENTITY to be applied against that PARTICIPATING ENTITY's outstanding balance. It is also understood: (a) NATIONSBANI{ will commence transmission of transactions to the STATE on a daily basis, excluding weekends, STATE holidays, and banking holidays, between 4:30 8.m. but not later than 7 a.m. Eastern Time each business day, NATIONSBANK and the STATE will develop a mutually agreeable process for notifying the STATE's designated representative of a transmission failure and possible resolution. NATIONSBANK and the STATE will develop a mutually agreeable transmission schedule annually. (b) SInce the outstanding balance for a PARTICIPATING ENTITY will be changing for each transmission of CHARGES and credits and payments received by NATIONSBANK, the daily transmissions will contain a running balance ofthe PARTICIPATING ENTITy'S ACCOUNT, (c) NATIONSBANK will be responsible for notifying the STATE, in a method mutually agreeable to the STATE and to NATIONSBANK, that NATIONS BANK believes that a PARTICIPATING ENTITY is in arrears. Such notice shall indicate the name of the PARTICIPATING ENTITY and the amount in arrears for" the BILUNG CYCLE. (ill) NATIONSBANK shall work with each PARTICIPATING ENTITY that is not included under section 2.C.(ii), above, to accommodate the electronic transmission of information as described in NATIONSBANK response to the RFP, between such PARTICIPATING ENTITY or its designated data processing facility and NATIONSBANK. Page 7 of 17 D. DISPUTES. NATIONsBANI{ will process DISPUTES upon receipt of a written notice of a disputed item from an EMPLOYEE CARDHOLDER, PROGRAM ADMINISTRATOR or the STATE PROGRAM ADMINISTRATOR, in accordance with Visa's Rules and Regulations concerning valid DISPUTES, as in effect from time to time. NATIONSBANK will issue temporary credits for DISPUTES that will reduce the outstanding balance due at the end of a BILLING CYCLE for each PARTICIPATING ENTITY, E. Liability upon Termination of AGREEMENT. Any liability of a PARTICIPATING ENTITY or STATE to NATIONSBANK. or NATIONsBANI{ to a PARTICIPATING ENTITY or STATE, which arises prior to the termination of this AGREEMENT, shall survive the termination of this AGREEMENT. F. NATIONSBANK acknowledges that STATE and PARTICIPATING ENTITIES are separate legal entities which are not legally responsible for each other's tortious conduct or .,- financial obligations, 3. RESPONSIBILITY FOR CHARGES. A PARTICIPATING ENTITY shall pay NATIONSBANK for all CHARGES on all EMPLOYEE CARDHOLDER AcCOUNTS and CARDLESS ACCOUNTS and such payment shall be made according to the settlement terms in Addendum A, except as modified by other provisions of this AGREEMENT. If a PARTICIPATING ENTITY meets all then existing requirements of Visa's Liability Waiver Program, then NATIONsBANK will process a claim on behalf of such PARTICIPATING ENTITY and issue a credit to the ACCOUNT once reimbursement is received from the Visa Liability Waiver Program administrator. FRAUDULENT USE-will be reported to NATIONsBANK no later than (i) 60 days after the end of the BILLING CYCLE in which any such CHARGE first appears in the daily statement transmitted in accordance with section 2.C.(ii) for those PARTICIPATING ENTITIES which process payments through the Department of Banking and Finance, Of (ii) 60 days after the end of the BILUNG CYCLE in which any such CHARGE first appeafS on the MEMO BIWNG STATEMENT for any other PARTICIPATING ENTITY. If FRAUDULENT USE is not so reported, PARTICIPATING ENTITY waives any right to dispute such CHARGE. A: F"ma1 (2IOZJ97) Page 8 of 17 4. RESPONSIBILITIES OF THE STATE PROGRAM ADMINISTRATOR AND PROGRAM ADMINISTRATOR(S). STATE will designate employee(s) (individually or collectively) ~n existing position(s) to assist NATIONsBANK and STATE in administering the PROGRAM on behalf of all PARTICIPATING ENTITIES. In addition. each. PARTICIPATING ENTITY shall designate at least one employee to serve as PROGRAMADMlNISTRATORfor that entity. STATE shall advise NATIONsBANK in writing as to any changes of the individual(s) named as STATE PROGRAM AnMINISTRATOR(S), and each PARTICIPA'rrNG ENTITY shall notify NATtONSI3ANK in writing as to any changes of the individual(s) named as PROGRAM ADMINISTRATOR(S) for the respective entity. The STATE PROGRAM ADMINISTRATOR(S) on behalf of the STATE, and PROGRAM ADMINISTRATOR(S) on behalf of the PARTICIPATING ENTITY, shall perform the following duties, in addition to any other duties reasonably requested by NATIONsBANK and agreed to by STATE, with regard to the STATE PROGRAM ADMINISTRATOR, or by the respective PARTICIPATING ENTITY, with regard to PARTICIPATING ENTITY: A. Be familiar with all aspects of the PROGRAM, including but not limited to, billing procedures; number and status of PURCHASING CARDS, and/or CARDLESS ACCOUNTS approved by STATE; status of EMPLOYEE CARDHOLDERS; notice requirements; and, status of unpaid CHARGES. B. Promptly advise NATIONSBANK of an EMPLOYEE CARDHOLDERs termination of employment with PARTICIPATING ENTITY as such termination is processed by PARTICIPATING ENTITY in accordance with PARTICIPATING ENTITY's standard personnel termination procedures. PARTICIPATING ENTITY shall take all reasonable actions necessary to collect PURCHASING CARDS issued to an EMPLOYEE CARDHOLDER whose employment has been terminated or whose AcCOUNT has been terminated. Such PURCHASING CARDS shall be cut in half and destroyed. Failure of PARTICIPATING ENTITY and/or its PROGRAM ADMINISTRATOR to give prompt notice to NATIONsBANK of an EMPLOYEE CARDHOLDER's termination shall result in PARTICIPATING ENTITY's continuing liability to pay all CHARGES on the terminated EMPLOYEE CARDHOLDER's ACCOUNT which are not covered by the Visa Liability Waiver Insurance Program (attached as Addendum B), except for FRAUDULENT USE, or DISPUTES resolved in favor of PARTICIPATING ENTITY, A: Final (2102197) Page 9 of 17 C. Advise all EMPLOYEE CARDHOLDERS to contact NATIONsBANK immediately upon the discovery of a lost or stolen PURCHASING CARD or CARDLESSACCOUNT number. or contact NATIONsBANK on behalf of the EMPLOYEE CARDHOLDER in these instances. 5. PRICING. A PARTICIPATING ENTITY shall pay to NATIONSBANK fees in the amount set forth on the schedule attached as Addendum A to this AGREEMENT, 6. TERM OF AGREEMENT; DEFAULT. A. This AGREEMENT shalll'emain in full force and effect fOf a term of five (5) years from the date CHARGES initially commence pursuant to this AGREEMENT. STATE may elect to renew the AGREEMENT for up to an additional five (5) years pursuant to the RFP. All PuRCHASING CARDS and CARDLESS ACCOUNTS shall be deemed canceled effective upon termination of this AGREEMENT. ,~ B. Notwithstanding the foregoing, NATIONsBANK may, at its option, terminate this AGREEMENT as it relates to one or more PARTICIPATING ENTITY (ENTITIES) by 30 days prior written notice to STATE and such PARTICIPATING ENTITY (ENTITIES) at any time after occurrence of any of the following events: (i) The failure of PARTICIPATING ENTITY or STATE to perform any term or condition of the AGREEMENT; (ii) The dissolution. consolidation, or merger of the State of Florida or a PARTICIPATING ENTITY who is not making payments through the Department of Banking and Finance, taken as a whole or the sale Of other transfer of any substantial part of the State of Florida's or at least 25% of the PARTICIPATING ENTITY's assets; (ill) Any written statement, representation, or wafranty of STATE made herein, or made by any PARTICIPATING ENTITY at any time and furnished to NATIONsBANK, untrue in any material respect when made; or,L A: Final (2102197) Page 10 of 17 (iv) Funds for the continuation of the PROGRAM are not appropriated by or for the PARTICIPATINGEN'rITY or otherwise legally available to meet its obligations under this AGREEMENT, However, in such event, the effective date of such termination shall not be until the funds are no longer available. c. All PURCHASING CARDS and materials furnished by NATIONsBANK to a PARTICIPATING ENTITY marked "proprietary" shall be returned to NATIONSBANK upon termination, suspension or discontinuance of the PROGRAM. STATE agrees that certain materials provided by NATIONsBANK are the proprietary product of NATIONsBANK including but not limited to reports, manuals, documentation, marketing materials, and other related materials. Acceptance or possession of these materials constitutes an agreement that the materials will be treated confidentially, and will not be disclosed, copied or otherwise further disseminated to any person other than officers, employees or agents of a PARTICIPATING ENTITY on a "need to knoV'{" basis without prior written approval of NATIONsBANK. and shall be kept confidential for the duration of this PROGRAM plus an additional two years. The confidentiality and records retention requirements specified in this subsection shall be subordinate to the public records disclosure and records retention requirements in Florida law which are in effect at the time a records request is made, D. Should any PARTICIPATING ENTITY which processes payments through the Department of Banking and Finance fail to pay any amount owed to NATIONSBANK by the due date, then upon NATIONsBANK's request, STATE PROGRAM ADMINISTRATOR shall immediately request the Comptroller to exercise the authority under Section 17.03, Florida Statutes, to settle and approve said amount. 7. TERMINATION. Should there be an adverse change in the financial condition of PARTICIPATING ENTITY or the State of Florida, which NATIONsBANK reasonably deems to be material, NATIONsBANK must discuss with the PARTICIPATING ENTITY and STATE possible cures. If, after discussion, there is no mutual agreement as to actions to be taken, then NATIONsBANK has the right to terminate this AGREEMENT as it applies to such PARTICIPATING ENTITY no earlier than 180 days after delivery of written notice to the PARTICIPATING ENTITY of its intent to exercise this right provided, however; if PARTICIPATING ENTITY is in default hereunder, NATIONsBANK may terminate pursuant to 6.B. above. A: Final (2102J97) Page 11 of 17 Further, in any event NATIONsBANK has the right to terminate this AGREEMENT with or without cause as it applies to a PARTICIPATING ENTITY no earlier than 180 days after delivery of written notice to such PARTICIPATING ENTITY and STATE, or in its entirety no earlier than 180 days after delivery of written notice to STATE. These rights of termination are in addition to NATIONSBANK's rights to termination set forth in Section 6. hereof. 8. NOTICES. All notices shall be in writing and shall be deemed duly given when personally delivered or mailed, first class postage prepaid or via overnight delivery service to the appropriate party at the address set forth below or at such other address as the parties may indicate from time to time in writing. Notices shall be sent to: NATIONsBANK Attention: Commercial Card Credit Manager 2 Commercial Place 3rd Floor Norfolk, VA 23516 STATE Department of Management Services Attn: STATE PROGRAM ADMINISTRATOR 4050 Esplanade Way, Room 160 Tallahassee, FL 32399-0950 9, MISCELLANEOUS A. Financial Information Each PARTICIPATING ENTITY shall deliver to NATIONsBANK as soon as available each year, a copy of its annual financial report and legally adopted budget. NATIONsBANK agrees to accept the Annual Financial Report of the Comptroller of the State of Florida prepafed pursuant to Section 216.102, Florida Statutes, and the General Appropriations Act fOf the State of Florida, as the only reports required pursuant to this subsection A. from a PARTICIPATING ENTITY which is covered therein. NATIONSBANK agrees to accept audited financial statements in lieu of an Annual Report from a PARTICIPATING ENTITY which is not covered by the Annual Financial Report of the Comptroller of the State of Florida and a copy of the PARTICIPATING ENTITy's legally adopted budget. B. Complete AGREEMENT; Waivers; Amendments. This AGREEMENT, the RFP and NATIONsBANKs response, which afe hereby incorporated by reference, constitute the complete understanding between the parties with respect to the subject matter hereof and all prior oral or written communications and agreements with respect thereto are superseded. If there is a conflict among these documents the conflict shall be resolved by reference to these documents in the following order: this AGREEMENT, the RFP and NATIONsBANK's responses A: Final (2102197) Page 12 of 17 to the RFP. No failure on the part of any party to exercise, and no delay in exercising any right under this AGREEMENT shall operate as a waiver thereof; nor shall any single or partial exercise of any right under the AGREEMENT preclude any other or further exercise thereof or the exercise of any other right, No alteration, amendment or modification of any of the terms and provisions of this AGREEMENT shall be valid unless made pursuant to an instrument in writing signed by both ofthe parties. c. STATE Authority; Compliance with Law, The execution, delivery and performance of this AGREEMENT by STATE has been duly authorized by all necessary action on the part of STATE. STATE or PARTICIPATING ENTITY shall furnish to NATIONSBANK such evidence of action and authority as NATIONsBANK may reasonably request prior to the enrollment of a PARTICIPATING ENTITY. PARTICIPATING ENTITIES shall comply with all applicable laws or ordinances in connection with the use of the ACCOUNTS including, without limitation, accessing cre~jt only up to the amount made available through respective appropriations. D. Successors and Assigns. All the terms and provisions of the AGREEMENT shall inure to the benefit of and be binding upon the parties hereto and their l"espective successors and assigns. This AGREEMENT, and all terms and conditions hereof, is not assignable or transferable by STATE or PARTICIPATING ENTITY, except that if a PARTICIPATING ENTITY is merged with another unit of government which prior to the merger would qualify as a PARTICIPATING ENTITY, such PARTICIPATING ENTITY may continue to participate in the PROGRAM without prior consent of NATIONsBANK as long as the responsibilities under this AGREEMENT transfer to the successor entity. 10. GOVERNING LAW. The validity, construction and enforceability of this AGREEMENT shall be governed by the laws of the State of Florida (without giving effect to the conflict of law principles thereof) and by applicable federal law. Venue for litigation will take place in the county where the headquarters of the PARTICIPATING ENTITY is located. Nothing contained in this AGREEMENT, the RFP or NATIONSBANK's response to the RFP shall be construed to limit NATIONSBANK's, the STATE's or a PARTICIPATING ENTITY's rights which would otherwise be available pursuant to fedefallaw or regulations. A; Final (2102197) Page 13 of 17 11. APPROPRIATION. The State of Florida's or a PARTICIPATING ENTITY's performance and obligation to pay under this contract (AGREEMENT) is contingent upon an annual appropriation by the Legislature pursuant to Section 287.0582, F.S., or upon a duly authorized appropriation being made on behalf of a PARTICIPATING ENTITY whose operating budget is not appropriated by the Legislature. Each PARTICIPATING ENTITY shall immediately notify NATIONsBANK in writing in the event that the Legislature or other body responsible for such appropriations fails to make the necessaryappropriation(s). 12. REPRESENTATIONS AND WARRANTY, The persons who sign this AGREEMENT represent and warrant that they are designated or authorized to enter their respective parties into a legally binding contract. 13, SHARED SAVINGS. A On a monthly ~Jisi8, NATIONsBANK agrees to pay STATE shared savings based on NET PuRCHASE VOLUME. The shared savings will be an amount equal to .42% (42 basis points) of NET PuRCHASE VOLUME for the CALCULATION PERIOD. Such payment shall be electronically transferred to the STATE within 60 days after the end of such CALCULATION PERIOD according to instructions furnished by the STATE. NATIONSBANK also agrees to be bound by the shared savings bonus clause in Addendum A. B. STATE and NATIONSBANK agree to further negotiate in good faith an acceptable arrangement whereby the parties estimate the annual shared savings amount and permit NATIONsBANK to pay monthly to STATE and reconcile the difference on an annual basis with the amount due .8S a result of such reconciliation being promptly paid to the appropriate party. It is expressly agreed and understood that the results of such further negotiations may not result in an acceptable arrangement to both parties and therefore, the existing payment provisions in this section 13.A. would not be amended. 14. COMMENCEMENT OF PROGRAM. NATIONsBANK and STATE will each use hest efforts to implement the PROGRAM for the Department of Banking and Finance and the Department of Management Services by June 4, 1997. A:. Final (210219'7) Page 14 of 17 This AGREEMENT shall not be effective until accepted below by NATIONSBANK. SIGNED TmS ---L DAY OF Februarv ,19~BY: By: FLORIDA DEPARTMENT OF ENT SERVICES APPROVED AS TO FORM AND LEGALITY: William H. Lindner (Typed or Printed Name) Secretary (Title) ,'" ACCEPTED THIS -L- DAY OF Februarv . 19fIT- BY: ~:~:;:dUTL (Signature) 'Ihata.s L. Rosa (Typed or Printed Name) Senior Banking Ex:ecuti ve (Title) A: FiIllli (2102197) Page 15 of 17 AMENDMENT #1 TO THE NATIONSBANK PuRCHASING CARD PROGRAM AGREEMENT WITH THE STATE OF FLORIDA This AMENDrvtENT is by and between NationsBank of Delaware, N.A. ("NATlONSBANK") and the Department of Management Services of the State of Florida acting on behalf of the State of Florida ("STATE"), This AMENDMENT will be effective upon execution by the parties. WHEREAS, the STATE has previously consented to NationsBank of Delaware, N.A. being assigned the rights and obligations accruing to NationsBank, N,A. (SQUTII) under the Agreement effective April 21, 1998. NOW THEREFORE, the parties agree as follows: Under the terms of the AGREEMENT, an EMPLOYEE CARDHOLDER is limited to making a purchase in an amount established by the PARTICIPATING ENTITY not to exceed $5,000, The AGREEMENT is hereby amended to allow an EMPLOYEE CARDHOLDER to make a purchase in an amount established by the PARTICIPATING ENTITY not to exceed $25,000, The other provisions of the AGREEMENT remain unchanged. State of Florida Department of Management Services NationsBank of Deleware, N.A. B~ C. ~.Q.,.- t e) (;;€"OR.ge C. 73~,v1<'5 (Fyperfor Printed Name) By:~~d- ~;70;nA lch/o.cJ:.. (Typed or Printed Name) ~n; 7UtfCHAS~^7 ::P/~tCn;e (Fitle) 5/1 /98 {DatI} I Vice P~sjckn+ (Title) 7,("'; / 3D I /qq rr ate) AMENDMENT NO.2 TO THE NATIONSBANK PURCHASING CARD PROGRAM AGREEMENT WITH THE STATE OF FLORIDA THIS AMENDMENT is by and between Bank of America, N.A. (USA), successor by merger to NationsBank of Delaware, NA., ("BANK OF AMERICA''), and the Department of Management Services of the State of Florida acting on behalf ofthe State of Florida ("STATE"). This AMENDMENT will be effective upon execution by the parties. WHEREAS, the STATE previously consented to NationsBank of Delaware, N.A. being assigned the rights and obligations accruing to NationsBank, NA. (South) under the Agreement effective April 21, 1998; WHEREAS, NationsBank of Delaware, N.A., effective March 30, 1999, merged into and with its affiliate, Bank of America, NA. and changed its name to Bank of America, N.A. (USA); NOW, THEREFORE, the parties agree as follows: 1. Under the terms of the AGREEMENT, as amended by Amendment No.1, a single purchase maximum limit of Twenty Five Thousand Dollars ($25,000.00) applies to each transaction by an EMPLOYEE CARDHOLDER. The AGREEMENT is hereby amended to allow an EMPLOYEE CARDHOLDER to make a purchase in an amount established by the PARTICIPATING ENTITY and in concurrence with issuing financial institution; provided, however, that the EMPLOYEE CARDHOLDER shall continue to be subject to the monthly credit limit applicable to hislher account. 2. Under Section 2.C.(i)(a) of the AGREEMENT, BANK OF AMERICA is required to commence transmission of transactions to the STATE on a daily basis, excluding weekends, STATE holidays and banking holidays, between 4:30 a.m. but not later than 7 a.m. Eastern Time each business day. The AGREEMENT is hereby amended to require BANK OF AMERICA to commence transmission of transactions to the STATE on a daily basis, excluding weekends, STATE holidays, and banking holidays between 4:30 a.m. but not later than 9:00 a.m. Eastern Time each business day. 3. The other provisions of the Agreement remain unchanged. STATE OF FLORIDA DEPARTMENT OF BANK OF AMERICA, N.A. (USA) SUCCESSOR TO NATIONSBANK OF DELAWARE, N.A. Title, ~C'.~~. P-~,"WN u: NDLDOC Title: By, ~~ {jas~J Name: Jljl; liJi(1)t)J-chlo.c1:- Typed or Printed Vi Le. Pres; d-cn+ ~~r 5J /CJqq By: Name: ~o.u.\ A.~o<..~ \ l Typed or Printed Date: APPROVED AS TO FORM AND LEGALITY OFF1CE OF THE GENERAL COUNSa ,.~;~~E47~ _ ".11 - -~ ......:....-_----......,.,., ~; ~~ AMENDMENT NO.3 TO THE NATIONSBANK PURCHASING CARD PROGRAM AGREEMENT WITH THE STATE OF FLORIDA TInS AMENDMENT is by and between Bank of America N.A. (USA), successor of merger to NationsBank of Delaware. N,A., ("Bank of America") and the State of Florida, Department of Management Services, ("State"), and modifies that Agreement between the parties dated February 4. ]997, as previously amended. This Amendment will be effective July 2, 2002, WHEREAS the Parties have enjoyed a beneficial relationship under the above-referenced Agreement since the execution thereof; and WHEREAS, in recognition of their current relationship and for their mutual benefit. the Parties wish to malee modifications and clarifications to the terms and conditions of that agreement named above; NOW, lHEREFORE, the Parties agree as follows: 1. Authorization of Modifications. Section 9(B) of the Agreement permits the Parties to modify the terms and provisions of the Agreement pursuant to a writing signed by both Parties. In addition, Section 13(B) of the Agreement anticipates and allows for potential changes regarding the "Shared Savings" tenns contained therein, 2. Renewal. The Parties hereby agree that the Agreement may be renewed pursuant to 2287.0S8(lXf), FIQrida Statutes, effective July 1,2002, for a period not to exceed the term of the original contract. 3. Shared Savings. The following information modifies the provisions of Section 13 and Addendum A of the Agreement. A. Categories. For the purposes of calculating shared savings. participating entities (as defined in the Agreement) shall be categorized into two (2) categories, as follows: i. The State of Florida, Department of Management Services, shall be known as Participating Entity Category A. 11. Participating Entities other than the State of Florida, Department of Management Services, shall be known as Participating Entity Category B. B. Base Rebate payment. Bank of America shall pay rebates to the State, based on Participating Entities' Net Purchase Volume per Calculation Period. The Calculation Period is one (1) month. The amount shall be as follows. i. Category A shall receive 70 basis points on their Net Purchase Volume per Calculation Period. iii. Categories B shall receive 42 basis points on their Net Purchase Volume peroCalculation Period, C. Large Ticket Exception. A "Large Ticket Transaction" is defined as a transaction which, based on the merchant and dollar amount, is subject to the Visa Large Ticleet Interchange program, as determined and amended by Visa. It: m any Category defined above, more than S% of the total Net Purchase Volume per Calculation Period is made up -~......~ ... ~Q"~.~l.:.o,.-u...~.-~~~.~:;:;m::o..~~~70.."::t~... ~ - ~~n _ po ~ ~~_ ....~-~~Jl..;;:;u;-.~=:::c:;.'"7:'= of Large Ticket transactions, Bank of America shall be required to pay basis points, according to the following schedule: 1. Category A shall receive 50 basis points on their Net Purcbase Volume per Calculation Period, ii. Category B shall receive 30 basis points on their Net PlD"Chase Volume per Calculation Period, The State (Category A) shall still be entitled to 70 basis points on all transactions other than Large Ticket transactions that make up the Net Purchase Volume for that Calculation Period. For any Calculation Period in which this Exception applies, Bank of America shall submit documentation sufficient for the State to verify that each claimed transaction is a Large Ticket transaction as defined by Visa and the relevant merchant 4. Other Terms. All other terms and conditions of the Agreement and its previously executed Amendments remain the same. State Of Florida Bank of America, N.A. (USA) ::~~ ::"'~~;L Name: ~t' (l . du~Yl Nam~l'i .. i : Jd . I cL Title: !Pr{e~~-L Title: VI (1 P("rs;dclAf- DOl" '* ddl t U~ Date: 7- QJ, -Od-. -" '.....o.;:~;:rw.~:..:v.,<<'~~<.:.;".~.~,.........,~.~._'.----,e:cc.~.~..,.=:c::a:~~~~ ~-.- .. ..._""----....-..,c;::::::;;..~~~_ ~~= ~::~~..,;:',..._,--.-~ \ i AMENDMENT NO.4 TO THE NATIONSBANK PURCHASING CARD PROGRAM AGREEMENT WITH THE STATE OF FLORIDA THIS AMENDMENT is by and between Bank of America N.A. (USA), successor of merger to NationsBank of Delaware, N .A., (''B ank of America") and the State of Florida, Department of Management Services, ("State"), and modifies that Agreement between the parties dated February 4, 1997, as previously amended. This Amendment will be effective July 5, 2002, WHEREAS the Parties have enjoyed a beneficial relationship under the above-referenced Agreement since the execution thereof; and WHEREAS, in recognition of their current relationship and for their mutual benefit, the Parties wish to renew their Agreement pursuant to Florida Statutes and the terms and conditions of the current Agreement; NOW, THEREFORE, the Parties agree as follows: 1. Authorization. Section 6(A) of the Agreement permits the Parties to renew the terms and provisions of the Agreement, "for up to an additional five year period." Section 2 of Amendment No. 3 to the Agreement further anticipates and allows for renewal subject to the provisions of ~287.058(1)(f), Florida Statutes, effective July I, 2002. 2. Renewal ~287.058(1)(f), Florida Statutes permits a contract to be renewed "for a period that may not exceed 3 years or the term of the contract, whichever period is longer..." Section 6(A) of the Agreement identifies the original period as five (5) years. The Parties hereby agree to renew the above- referenced Agreement for a period of five (5) years from the Effective Date of this Amendment No.4, 3. Other Tenus. All other terms and conditions of tbe Agreement and its previously executed Amendments remain the same. State Of Florida Department f (", By: : . \ Bank of America) N.A. (USA) Successor to NationsBank of Delaware) N.A By:C+.<f~ Name: tt/tI /5 ..T. ~b5a,LJ Title: stN/1Je JII~ ,;:::;&i$1})6;t)i Date: :J2t.Ht.i,3.~ 2d2- Title: Secretary D,te, d- j.\ 1'4 fJ~ ( J ...."', ) ADDENDUM DEPARTMENT OF MANAGEMENT SERVICES DIVISION OF PURCHASING TALLAHASSEE, FLORIDA 32399-0950 DATE: July 23, 1997 ADDENDUM TO: Procurement Card Services PROPOSAL NUMBER: 4~973-12Q..W OPENING DATE: September 10,1996 at 2:00 P.M. DELETE: Request for Proposal Acknowledgement Form # PUR 7033 ADD: Request for Proposal Acknowledgement Form # PUR 7033, adding Opening Date, September 10, 1996 at 2:00 P.M. DELETE: STATE OF FLORIDA PROCUREMENT RIGHTS paragraph, page 8. ADD: STATE OF FLORIDA PROCUREMENT RIGHTS paragraph, page 8, adding item no. to. DELETE: STATEMijNT OF NEEDS FOR PROCUREMENT CARD SERVICE PROGRAM FOR THE STATE OF FLORIDA paragraph, page 10. ADD: ~TATEMENT OF NRF.ns FOR PROCUREMENT CARD SERVICE PROGRAM FOR THE STATE OF FLORIDA paragraph, page 10, revising the single purchase transaction limit. I . DELETE: CONTROLSIRESTRICTIONS fM~D~TORYl paragraph, page 13. ADD: CONTROLS/RESTRICTIONS fMANDATORYl paragraph, page 13, revising the single purchase transaction limit. DELETE: REPORTS AND REPORTING DATA fMANDATORYl paragraph, page 18. ADD: REPORTS AND REPORTING DATA fMANDATORYl paragraph, page 18, revising the requirements for sorting report data. DELETE: INNOVATIVE IDEAS IDESIRABLEl paragraph, page 19. ADD: INNOVATIVE IDEAS fDESIRABLEl paragraph, page 19. adding additional information on shared savings on purchases. DELETE: Procurement Card Shared Savings Proposal Form, page 27. ADD: Procurement Card Shared Savings Proposal Form, page 27, revising calendar days from billing to payment. DELETE: Procurement Card Fixed Charges Price Sheet, page 28. ADD: Procurement Card Fixed Charges Price Sheet, page 28, correcting typographical error. FAll..URE TO FILE A PROTEST WITIllN THE TIME PRESCRIBED IN S. 120.53 (5), FLORIDA STATUTES, SHALL CONSTITUTE A WAIVER OF PROCEEDINGS UNDER CHAPTER 120, FLORIDA STATUTES. VENDOR NAME: VENDOR ADDRESS: VENDOR NAME VENDOR MAILING ADDRESS CITY - STATE - ZIP AREA CODE TELEPHONE NUMBER TOLL.FREE NUMBER I cenIfy /hat this ptOpOSBIls made wIIt1aut prior UIIdatsIIJnd/ng 1IQI1I8lIIllIlf, or CDIIII8ClIiDn with any t:OIflOI'IJlion, IIrm, or PfII'WJII suIlmIl1Ing a(JlOpOal/ Itx /ha same COIIIt8t:IWI.....,.,., and Is III all fWI1lIOlB fair and without collusion or fraud. I tIfIIH to abide by 811 COIIdIlIlltJs at this prapoaaI and ca>fIIY IlI8lI .... aul/Jorlzad 10 afgn this propossI loT /he proposer and /hat /he prt:JpOS<< Is In ccmp/Iance with oR ~ of /he Raqveat lor "'-81, itIt:IudII1g. but not IIm/I!ad 10, awIIYIcaIIon I'IJqlJ/Mmams. In . .. prapoaaI to /J/J __ for the sr.m. of Rodda, the aIfata and /hat /I /he proposal accepted, /ha ptOpIJMr wilt COIMly, sail, assign or:=": the Stale of = 811 rights, IIt/I1 and /nt8teat In and to till C8US8ll of action It""'Y rrow or '-II8r .wcquft _ /he AnfI.I1ust 1ewa of Ihe UnIIed SIaIM and /he SlrIM at FlorIda Itx price tt>ttng -.g III tile ~GOmII'IOdlINor service. purchaawf or IJCqU/I8d by tile SIBle 01 FIotIda. A/Ihe SlrIM'a afSct8IIDn. auch ea/gnm8nt J1h811 be made end b<<mn.. IOiIIOclIoIIO ..title 11m.. t/Joo purctJa$ing agency /IOndenr I1n8I paymetIt 10 the fJIOPO$IOT, '.. ~.~ _;.b _" _ ": '.__~'''_ STATE OF FLORIDA . . REQUEST FOR PROPOS'AL REASON FOR NO PROPOSAL POSTING OF PROPOSAL TABULATIONS Proposal tabuIaIlons wllh recommanded IlWIItdll win ba pasted far roovIew by Intetested parties at lhe 100000ion whIJte proposals WIIf/J opened and wHlremu. IlOSled lor .. period of 72 110..... FIIIlure to II.. a protest within lhe Um.. pnIIICl'lbed In Secllon 120,53(5), Florida Slalulea, sI18II cons\Hule a waiver of proceedings under Chapter 120, FIotlda S/atul1I8. Polling wftl be on or eboUl OCTOBER 28, 1996 AUTHORIZED SIGNATURE (MANUAL) AUTHORIZED SIGNATURE (TYPED) TITLE ) - GENERAL CONDITIONS SEALED PROPOSALS: All proposal shoelB and Ihls original acknowIlldglIJnentlonn must be executed and submitted In a M8Ied 8f\V/JlopIJ. (DO NOT INCLUDE MORE 1lIAN ONE PROPOSAL PER ENVELOPE.) Th8 face of the envelops shall COflI8ln, In add"olIon \0 Ihe abcNe addre.. the rlale and Urne of the proposal opening and the proposal numbe<. Prapoaal prices IIOt submilloId on allached proposal prk:e sheets when required shall be rejectlld. All prapoaals are 8Ubjeel1O the conditions Sfl8ClIied herein. Those which do nol comply wfth these conditions ..e subjacllO rejecllon. 1. exECUTION OF PROPOSAL: Proposal must contain a manual slgn8lure 01 aUlhorized r~atlv8 In lhe sp808 providlld above. PropoeaI musI be typed or prlnled in Ink. Use 01 ara88bIe Ink Is not permllted. All correctIon8 made by propoaerlOhis proposal price must be inlll8hKl. The company name snd SPURS vendor number shall appear on each page 01 tlla /IRlPClSlI1 III required. Complete ordering Instruclions must be IUbmltled with the proposal. If you are nol a reglalared vendor with lI1e Depllll"""" of MllNlgIlmant Service8, COIIIIICt \he DIvision of Purchaslng,~' Esplanade W." Suite 360, Tallahassee, FL 32~50, (904) 487-4634 Immadlataly. 2. NO PROPOSAL SUBMITTED: If not ....mil\lng a 1'rqlosaI, respond byretuming only this proplIlI8l" lICknowfadgamam form. marking Il "NO PROPOSAL" and explaln ih.. reason In the ~ provided above. Feilure 10 reapond 10 a procurement _ without giving juslilablll """"'" far such lallure, IIOn-<:OIIlormance to contract OOl'IdilIons, or ofh.... partlnentlactors deemed rell1lOllllble and valid ahall be cause for removal of \he proposer's nama from \he proposal mailing list. NOTE: To qualify as a raepondenl, proposer must submit e "NO PROPOSAl", and H must be received 110 Ialar lhen the alated Il/'OPOSIIi openIng date and hour. 3. PROPOSAL OPENING: Shall be pwlc, onlh8 dele, Ioc8lIon and 1h8l1ma spdied on \he aclmowledg8mant form. It Is the _18lIpOII81b1l11y 10 _Ill. his jJrapoaaI Is datiY8l8d at the P/llP8f time and piece of tile prDIIlIllIIl opening. PropoeaI$ which tor any reason are 110110 delivered, will not be considered. 0II8rs by IIlegram or telephone are not aa:epIable. A proposal may not be ahered after opening of lhe price proposals. NOTE: Propoaal tabul8llona will be Iumished upon wllllen request wllh an enc:klaed, -.II _. _pad ..nveIopa and payment 01 a predll\lllmined lee, ProposeI files may be axarnlned dwIng normal WOfldng hour. by appoinlmenl PlOpllS8llabu1a1lons will not be provldlld by Ialaphone. 4, PRICES, TERMS AND PAYMENT: Firm prices shell be proposed and Includ.. all servtces rendered 10 the pun:llaser. (a) TAXES: Th8 SIaIe of Florida does not pay FedaraI E><clsa and Salas taxes on dlrect pu",hasaa of saMe"". Sea tax .."""'pi ion ""mber on 1_ 01 purch...... order. This ...emptlon does not apply 10 purchases of aervices In the performance of COnlract. lor tho improvement of .Iale-owned r"at property as dollned in Chapter 192, F .s. (b) DISCOUNTS Cash discount 10( prompl p.yment shall not be considered In determining Ihe lowest ..... COSlIcr proposal evaluation purposes. (e) MISTAKES: Proposers aro expecled to examine toe conditions. scope 01 work, proposal prices, extensions, and an Inslructlons pertaining 10 lhe servtces Involved. PUR 7033 FalIure 10 do so will be &llhe proposer'. rllllc. Cd) INVOICING AND PAYMENT: The contractor 8hal1 be palcI upon lIUbmlasion 01 properly certified Involo8$ 10 the purchaw a1the p_ aIlpulated on the contract at \he time the order is pieced, alt8r dallvery and accepIance of goods, ...... deductions If any, as provided. Invoices shal COt1Iu.1h8 conlr8Ct number. ~ order number and lhe contractors' SPURS vandor number. An original and three (3) copies 011118 invoice shaN be submitted. The final payment shall not be made unll_the contract is comple1e unless the State haa agrud OIherwialJ. Invoicea lor lees or other COll1fl8/1S8lion lor services or allfK'/18Sll uubmllllld In accordance wHh \he ralea al or below those specllled In Section. 112.081 and 287.058, F,S. Interelt Penaltl.: Paymenl shall be made in ac:alfdance wllh 5""lIon 215.422, F.S., which SIaleslhe contraclOra' rights and the Slate agency's reaponailiIfllesllOl1C2ming Interest penalties and lime limits lor p.,mant of invoices. VENDOR OMBUDSMAN: VendorS providing goods and serv1c88 10 8n agency ahould be aware (lithe following time trames. Upon receipt, an agency has five (5) working days to Inspect and approve tha goods and services, un...... 1118 bid apeclftcallons. purcha8e order or contract speclftas Olherwls8. An lJ9IIfICY hes 20 days 10 deliver a reqwatlor payment (voucher) to the Department of Banklng and Finance. The 20 days ara maouwrad lrom 1h8laller 01 the date the invoice is receivecl or the goods or ...rvk:e. 8/& ......lved, i""peeled and approved. II a paymenI ia nOl avallabla wllhln 40 days. a ..parata inlanlsl penally ...t by lhe Comptroller pursuant \0 Section 55.03, F.S.. wUI be due and payable. In addition 10 1he InvoiCll amount, 10 the vendor. To obleln lhe applicebIe Interest rate, conllult 1I1e agency purchasing office, Th8 In_ penally proviolon epplles aller a 35 day Ifme pellocf \0 health c..a """,ldera, .. deftned by rule.. Intereat penallfM 01 IIl8S lhan one (1) dOllar will nOl be enforced unlasll lI1e vendor l8QutIlIIs peymant. Invoices which have \0 be returned to a vendor ~ of vendor preparation errors will rasul In a del., In lhe paymenl. The involoe payment requirements dO not B\aIt unlY a prOpafly complal8d Invoice Is provklacl \0 lI1e agency. A Vendor Ombudsman has been established wilhln the o..p_nt 01 Banking and Finance, The cluflas of this IndMdual include acting .. en advocefll tor vendors who may be experlanc:lng problemlllrt oIlIaInlng UmeIy payrnsnl(s) from a Slate agency. Th. V._ Ombudsmln may be contacted at lVD4) 488-2924 or by calling the State Comptrollar'. HotUna, 1~, The DivIsIon 01 Purchaaing shall review the concllllons and elrc""""""".... surrounding non-payl118llt, and un'oss \hare is a bone fide dlepute, lhe Olvlalon m." lrt wrltlng, authortza Ihe contract supp"ar to reject and re\UIT1 purc:1tes8 otdera from said agency until such lime BlIthe agency campti... wHh th" provision. of SectIon 215.422, F.S. (e) ANNUAL APPROPRIATIONS: The Slale of Florida'. performance and obllgaUon 10 pay under this conlracl is conligenl upon an annual appropriation by the l.IJgislatunt. 5. CONFLICT OF INTEREST: The award hereunder is SUlljeClIO the provisions of Coap1..r 112, F.S. ProPOSIJrs must disclose wilh their proposaltl18 name of anV omr:er. dlr/JCtor, or agent who is aiso an employe" of 1he Stale 01 Florida. or any of ita agencies. FtHlher, all proposer. must discloaelhe name of anv Stelll employ... who own.. directly or indirectly, an Interesl 01 live (5%1 or more in Ihe proposer's Orm or any ot its brancoes. In accordance with Chapter 2B7. F.S., no person Of firm receiving a contfact Rev. 1/9/95 \hat h81 not bMn pr<lCUf8d purwanl to SectIon 287.057(2) or (3), F.S., 10 perlorm a fNlliltllly IlUdy oIt"- poI....I8II~an 01 a tub8eqUGllt _1Kll. pvliclpating In ... dI8ftlr1tl 01 a ~ for PfOl)Oa8I8, or dewlopll1lla pnlgI8III for luIuno implementation IhaII be eligble lo _ wflIllhe .ncy lor any conlnlcl8 deeling with that specifIC UJjOlll m-.; and popoen mU8t dlsdoM with Ihltlr ~ IInY such conftlcl of intetftL 6. AWARDS: As the bell 1_ 01 \I1e Stale IMYllICIUlre, lhe rtglU Ie --s 10 reject any and eJI-", or _ _ minor lnwgularIy or IechnlcaJlty in IJIllIKlU/B received. "'- '" ClIUlloned to make no IUIIUIIlpIlone un_ their flIOIICllIlIllIa8 been evelueled .. bmg~,..... awards made .. a....~ 01 \his IlfOPI*l slid conform to app/lcaIlfe Florida Stat_ 7. INTERPRET A T10NSIDISPUTES: Any qUllllllana concerning oondltIona and epecU\CalIol'I8 8h811 be dir8clad In writing 10 this oIlIce lor raceipl no IlIl8r than ten (10) dayIl prior 10 tile propoeai opening. Inqulraa must ",Ietenee \he data of propoeal apenlng and pI'llpOaI number, No InIerpreltdJon IIIld be conlliderad blndlng ...lees pt'1l\Ilded In wriUng by I1e Slate d FlorIda In mponee to requeU In llll compIIar1Oll with tillS ptOVIsIon. A1rt person who Is ~ arr8Cled by the lIg8ncy'. declalon or _ deCIsIon concerning a prDl1II1O""'nt soIlcbtion or canlracl award and who _to protest such decblon or lnlIlndecl decIIIon ahaIIllIe a ,,_ In compll_ wlth Aula 6OA-l,006(61, FlorIda Adrnlnlatntllve Code. F.wrelO In. a 1It0l.. wl\hIn the _ preacrlblld In Sectlon 120.53(5), F.S., 8hall c:onstlIut. a walv8r 01 proceedings undat ChapI8r 120, F,S. 8. NOTICE OF PROPOSAL PROTEST BONDING REQUIREMENT: Ant peraon who Ilea an acllon prot88llng . dectalon or Inl8ncI8cl decl810n petlaIning 10 contlllClS IdmInl8leI1ld by It1e DlvIslon or a SlaI& agency purau,,", to Sectlon 12O,53(5)(bI, F.S., nn post wilh the OIvIllon or tile Stale agency at the lime oIltl1ng the formal written prol88t, . bond flIIYabIe 10 the DlviIlIon or Slate agency In an anlOUnl equal 10 1 percenl ot Ih. DM'icln', or Stale egency', eatJmlll8 of the 1OIa1 YClume 0I1he contract or 55,000. whlc_Ia less, which band II1l111 be candHIaned upon the paymenl 01 all costs which may be edjudged egalnat him in the Ildmlnietralllle hearing In which Ihe action Ie brought and In IInY etaeqll8rll eppeIl8Ie court prtlCIIlIding. For protllSl 01 decisions or Inlanded deciKlna of "'" OMslon pertaining to agencies' noqueslS fer approval ofaxceptlonaf purcllalN, the bond 8h1lll be In lhe emount equal to 1 percenl 01 tile noqU88llng agency's esIlmlll8 of tha COnlrllCl amount lor lhe axc:aplional purdl_ reqU88Iad or 55,000. ~ Ie lees. In lieu 01 a bond, \I1e DIvIIian or Stale ageov:y may,ln _ cue. accept a ceshlor'. c:hack or money order in the emount 01 tile bond. FALURE TO FILE THE PftClPBI BOND AT11IE TIME OF FlUNG THE FORMAL PROTEST, WIl.l. RESULT IN A DENIAL OF THE PROTEST, 9. GOVERNMENTAL RESTRICTIONS: In the event any governmental r8llrlctlono may be impoeed which would I1llCB8IIIIela alleretion 01 the malarial qualRy of Iha IllMClIrl 01l8flld on this propoaal to If1eIr completion, It shall be the responsibility oItha SUCClIIISfuI _10 notify the purchaser at once, indicating in his letter lhe spedfic reguletlon which requited en a1taratlon, Includlllll any prica adjustlll8nta occaaIoned Ihereby, /l( to c:encel\he contrllCl at no further altpellS8 10 the SlIlte. 1 0, DEFAULT: Failure III par10nn accordng III II1is proposal endIor resulling connu:! shal be _ lor your ftrm to be lound In t1afault In which _t any and all reproclJI1Oment costa may be charged against your Iirm. Any violations 01 lheae .lipulaUons may 8180 re8UIIln: a) Contractor', name being renKMld from IIut DivisIon 01 PUrchuing vendor maJllng Uat. bJ No State agenc:Iea being ecMsed not 10 do bullnees with lha conlradOrS wilhouI wrIIlen approval of the OMolon 01 Pun:ha8lng. 11. LEGAL REQUIREMENTS: Applicable provision 0/ all Federal, State, county and locaI-, and 0/ aI ordlnenc:all, rutsa, and regUlations shalI_ delIeIapment. submIIIaI and evaluation 01 all proposal. .-lved In raeponse hereto and hi g....... any and all cIlIlm$ and disputes which may _ "'"-' pllIlIon(a) submlIIlng a pIOpCIIld FMPOnIl8 heretO and \he State 01 FlorIde, by and Ihrough III oIIlc:era. employees and authorized ...,:nnntatMlS, or any othar person, nalural or otherwise; and 'lICk 01 knowtadge by any bkldar 1I1a11 not ccnaUlute a cognizable defen... agsl".. the legal effect thereof. 12. ADVERTISING: In submllllng a propoaal, proposer agr88ll not to usa Ihe reeulls thertrom .. a part 01 any commercial adueniling. 13. ASSIGNMENT: Airy Contract or Purchase Order Issued pursu,,", to IIIIs requesllor proposal and tha monlea which IMY become due hereunder ore not _ignable axc:epl wllh tha prior wrillan appt'1l\lal oItha purchuer. 14. LIABILITY: On any contrect resulting from Ihis proposallha proposer shall hold and save the Stale of Florida, lis 01llCBra. agents, and employees h8llllle18 againsl cJalm, by third parties resulllng lrom lIIe contractor'Sl>r8ach of lhis _act or the cOntrllClOr's negligence. ThIs requirsment does "'" apply 10 contracts _n gDlI8Rlmental aganc:Ies. 15. FACILITIES: The Slate rs_ Ihe rigllllo ",-c:t Ill. proposer's IaclllIIes et any time with prior nolIc:e. 16. CANCELLATION: The Slate _I '-e Ihe right 01 uniIaIeraI_1aIion lor ...fuaat by the conlnootor to allow j)Wfic acoesa to aft documents,~, laIlers, or other matarIaI lUbject to the provIlions 01 ChapUll' 119, F .5., and mede at noceived by Iha contractor In c:onjuncllon with the conlnlct. 17. PUBLIC RECORDS: My rnatarial $Ubmltted In response 10 11118 Request for Propoeal win bacome R pUblic document puraoanllo Section 119,07, F.B. This includes mllletfal whictI the responding proposer might consider 10 be _aI at alrede_. My claim 01 confidentiality Is waived upon submission, eff8ctlve sllar opening pursuant to Section lIg.07, F.S. ~/ ' NOTE: ANY AND AlL SPECIAL CONDITIONS AND SPECIFICATIONS ATTACHED HERETO WHICH VARY FROM THESE GENERAL CONDITIONS SHALL HAVE PRECEDENCE. PUR 7033 Rev. 1/9/95 'DEFINITIONS Whenever reference is made to the following terms in this solicitation, or any contract resulting from this 'solicitation, it shall be understood to mean the following: )tate: shall mean the State of Florida and participating entities, their employees, agents and / designees, while acting within the scope of their agency employment or office. 2. DMS: 3. Comptroller: 4. State Agency: 5. eligible entity: 6. Proposal: 7. participating entity: shall mean the State of Florida, Department of Management Services shall mean the State of Florida, Department of Banking and Finance shall mean any of the various state officers, departments, boards conunissions, divisions, bureaus, and councils and any other unit of organization, however designated, of the executive branch of state government. shall mean all state agencies, the legislative and judicial branches, political subdivisions (counties, local district school boards, community colleges, municipalities, or other public agencies or authorities), which may desire to purchase under the terms and conditions of the contract. Federal agencies located in the State of Florida may be eligible entities to the extent permitted by Chapter 287,FS, shall mean the formal written response to this document. Participating entity shall mean an eligible entity choosing to participate in the State Procurement Card Program, 8. _ :Request for ~roposal (RFP): shall mean this document. 9. State Term Contracts: 10. Division of Purchasing: 11. Contractor: shall mean contracts let by the State of Florida, Division of Purchasing, Department of Management Services. shall mean the organizational entity acting on behalf of the State of Florida and the Department of Management Services. shall mean the proposer awarded the contract as a result of this RFP, PROPOSALS All proposals will be received with the understanding that their incorporation in a contract with the State shall constitute acceptance thereof Such contract shall be subject to the acceptance and execution in writing by the Division of Purchasing, Department of Management Services. All proposals and accompanying documentation will become the property of the State of Florida and will not be returned, Proposals submitted by facsimile are unacceptable and will be rejected. Detailed infonnation on content of proposals are found in subsequent paragraphs in this RFP. The specific guidelines for the format are contained under PROPOSAL CONTENT AND FORMAT OVERVIEW paragraph. 7 SUBMISSION OF SEALED PROPOSALS Complete proposals are to be packaged, sealed and submitted to the Division of Purchasing at the address listed under KEY EVENTSIDATES paragraph. The date and time of submission of proposals are shown on the Request for Proposal cover sheet. A list of vendors submitting proposals will be available on request after posting. Proposals not received by the time and date shown on proposal cover sheet will not be accepted. " i . PRICE STABILITX Prices and shared savings will be fixed under the term of the contract and any renewals, unless more favorable tenns are offered and accepted by the State. If for any reason, during the tenn of the contract, the contractor reduces the pricing for similar services or products to a similarly situated entity with similar or smaller contract volume, the State shali receive an equivalent reduction in pricing for the services or products delivered to the State. Additionally, in the event the contractor offers additional shared savings to a similar situated entity with similar or smaller contract volume, the additional shared savings also shall be given to the State, STATE OF FLORIDA PROCUREMENT RIGHTS The State of Florida reserves the right to: 1, Reject any and all proposals received in response to this RFP, 2. Disqualify a proposer from receiving the award if such proposer, or anyone in the proposer's employment, has previously failed to perfonn satisfactorily in connection with public bidding or contracts. 3. . Seek clarification of proposals including waiving minor irregularities in any proposal. 4, Utilize any and all ideas submitted in any proposaL 5. Adopt all or any part of a proposal in selecting the optimum procurement card service program. 6. Negotiate with proposers responding to this RFP within the RFP requirements to serve the best interests of the State. 7, Should the State be unsuccessful in negotiating a contract with the selected Contractor within ten (10) business days, the State may begin contract negotiations with another proposer in order to serve the best interest of the State of Florida. 8. Select and award the contract to the responsive proposer providing the best value proposal to the State. 9. Change any scheduled dates upon written notification. 10. Subsequent to establishing a contract resulting from this RFP, if the State detenrnnes additional features, services, modifications, or deletions are needed and it is in the State's best interest, then the State may enter into negotiations with the contractor to amend the contract. (Revised 7/22/96) 8 LIABILITY FOR PROPOSAL PREPARATION EXPENSE The State is not liable for any costs incurred by a proposer in the preparation and production of a proposal or for any work performed prior to the issuance of a contract or delivery order. ." L . (TRACT The successful proposer's proposal and a copy of this RFP win be made part of the contract, CANCELLATION The State of Florida retains the right to cancel any contract awarded as a result of this RFP for any reason, provided Contractor is given at least sixty (60) days notice of its intent to cancel. This provision should not be understood as waiving the State's right to tenninate this contract, or stop work immediately for cause and is supplementary to that provision. PROPOSALSECurnuTY The content of each proposers proposal win be held in strict confidence during the evaluation process, and no details of any proposal. will be discussed outside the evaluation process, subject to the provisions of Section 119.07(3)(M) Florida Statutes. PUBLIC RECORDS Requests concerning the evaluation of the proposals submitted will be considered, only after contract. negotiations are complete to the maximum extent permitted by law, Written requests should be directed to: Department of Management Services Division of Purchasing Bureau of Procurement Room 3151 4050 Esplanade Way Tallahassee, Florida 32399-0950 Phone No.: (904) 488-8366 Fax No.: (904) 488-5498 Email Address:Wll..LIAM@DMS.STATE.FL.US CONTR.t\CTOR RESPONS:tBILITIES The Division of Purchasing will contract with the successful proposer, The Division of Purchasing considers the Contractor to be the sole contact with regard to all provisions of the proposal, and contract. In the event the proposer's proposal includes hardware and/or software manufactured by another manufacturer or supplier, it is mandatory for the Contractor to assume full responsibility of delivery, installation, maintenance, and support seIVices for such items offered in the proposal, 9 CONSENT TO ASSIGNMENT The Contractor agrees not to assign this Agreement without the prior written consent of the Division of Purchasing. Such consent shall not be unreasonably withheld. TYPICAL PAYMENT CYCLE FOR S'}:ATE OF FLORIDA AGENCIES The typical payment cycle for small dollar purchase requirements for state agencies begins with completion of a purchase requisition by the authorized State agency employee, After approval of the purchase requisition, a purchase order is completed by the agency purchasing office and money is encumbered within the accounting system. After receipt of goods or performance of services and with receipt of vendors invoice, a voucher is prepared and approved by the originating agency. The approved claim is then forwarded to the Comptroller for payment and the Comptroller issues a warrant that is sent to the respective state agency for mailing to the vendor. STATEMENT OF NEEDS FOR PROCUREMENT CARD SERVICE PROGRAM FOR THE STATE OF FLORIDA The procurement card service program shall pennit designated employees in each participating entity to make purchases for equipment, material, supplies and services including items contracted for under the State of Florida term commodity and service contracts. The initial single purchase maximum limit for each transaction shall be $5,000. DMS will consider revising the single purchase limit per transaction and other aspects of the program requirements of each authorized participating entity. Th~ procurement card service program shall allow each participating entity to establish individual card limits within specified time frames and limits established within this RFP. The procurement card service program shall include controls which shall allow oversight of procurement card use including, but not limited to, initial approval, final approval and revocation of authority for all or individual card accounts by each participating entity. Employees designated as cardholders by each participating entity and other employees as deemed necessary shall be trained in all aspects of procurement card use and in responsibilities of the participating entity and the Contractor under the program. Such parameters shall be further defined and mutually agreed to by the Division of Purchasing and the Contractor in the contract. Proposals shall address Electronic Data Interchange (ED!) and communication with resPect to transfer between the contractor and the State. The State intends to use the most appropriate standards issued. by the American National Standards Institute X.12 for ED!. The proposer shall address its capability to provide EDI files containing daily credit card billing infonnation (e.g. ANSI X.12 Transaction 810~Invoice), other management reporting data (e.g. ANSI XJ2 Transaction 996-File Transfer), Cardholder eligibility/profile setup and acceptance of electronic payment and remittance (e.g, ANSI X.I2 Transaction 820-Payment and Remittance) in accordance with the most appropriate EDI standards (Version 003030 or greater) issued by ANSI X.12. (Revised 7/22/96) 10 : EOUIREMENTS OF PROPOSER fMANDATORY} 1. Proposer will screen payment inquiries to eliminate unauthorized SIC charge types or requests. 2. Proposer will provide purchasing transaction detail by participating entity and cardholder. 3. Proposer will implement and include detailed cardholder profiles and procurement guidelines per State policies and procedures, statutes, and rules (authorized cardholder index). 4. Proposer will provide required invoicing, credit, and remittance transaction ED! files and EFT capabilities for interface with the State accounting system. 5. Proposer will provide both valid and rejected data transaction actiVIty and statistics on compatible report file layouts for State PC and main.frame user reporting facilities. 6. Proposer will provide demonstrated adequate user logon and access security controls, and shall ensure that an appropriate level of security is established and maintained in connection with the services provided pursuant to this RFP. :ONTROLS/RESTRICTIONS [MANDATORY] The proposer shall provide a plan to address available controls and restrictions to prevent the .l1se of cards as nay be designated by the State. The authorized participating entity Representative will determine how the ::ards will be used, consistent with the terms of any resulting Contract, and within the Statewide single ;naximum transaction dollar limit of $5,000 or other limits imposed upon use of individual procurement cards Jyeach participating entity. A participating entity shall have no liability for lost or stolen procurement cards or fraudulent transactions or those exceeding the maximum dollar limit. Cash advances or cash refunds are strictly pr . -.pited, Eligible entities electing to participate in the procurement card service program may specify: Single per transaction dollar limits for each cardholder. ..~- 1. 2. 3. 4. 5. 6. Number of credit card authorizations per day. Number of credit card transactions per report cycle. Authorization tied to budget limits (report cycle dollar limits). Restriction on the types of vendors with which the card may be used. Commodity types. Proposers shall specify any other limits or controls which are available for eligible entities' detennina.tion on proCurement card usage which may be added at the DMS option to the Contract as part of the procurement :;ard service program, (Revised 7/22/96) 13 ENTITY ENROLLMENT [MANDATORY) Participating entities shall be added to the procurement card service program by written request and upon approval by the Division of Purchasing, The notice, at a minimum, will provide the Contractor with the participating entity name, address and shall identify the authorized participating entity representative and such individual's telephone number, Procedures relative to Contractor establishing each participating entity's account shall be presented in the proposer's proposal and further agreed upon by the parties in the contract. Proposer, however, should specifY processing time necessary to issue procurement cards. Shall the need arise, the Department of Management Services, Division of Purchasing, and the Contractor, upon mutual agreement, may vary the enrollment procedure for eligible entities. Preference will be given to any proposal which allows participating entities the ability to perform their program administrative activities electronically. It is anticipated that each participating entity will be primarily responsible for furnishing information relative to its cardholders, approved activity levels and related matters directly with the contractor. ......, ~ TRAINING [MANDATORYl The Contractor shall provide training for all participating entities at no additional cost. Training shall be provided to both cardholders and other designated employees of the participating entities, the Department of Management Services, Division of Purchasing and the Comptr~ller associated with the procurement card service program. The Contractor shall develop and implement a "State ofFlorida't specific training program covering initial and follow-up training. On-site training must be available at no less than four (4) locations as selected by the Division of Purchasing. For purposes of this Request for Proposals, the proposer shall provide details and confinn that the training program to be provided will accomplish the following goals: 1. Understand overall nature of the procurement card service program and its benefits. 2. Assist participating entities in developing individual spending limitations and other program restrictions and controls. 3. Understand participating entities' financial responsibilities and billing and payment procedures. 4. Assist participating entities in developing periodic internal reports. 5. The Contractor shall develop a VCR format training video for ongoing internal use by participating entities during fun scale implementation. The proposer shall also address other remote training options in its Proposal with reference to training, ISSUANCE OI" PROCUREM!mT CARDS The successful proposer will be responsible and accountable for issuance of all procurement cards directly to an authorized participating entity Representative. The participating entity will issue a purchase order and ordering fonn to the successful proposer. The ordering fonn will be designed by the Department of Management Services, Division of Purchasing and the successful proposer prior to the start of the contract period. 14 BILLING (MANDATORYl Billing shall be provided on a montWy or more frequent basis, but not 10 exceed more than once per day. Proposer shall advise on options for billing cycles on a staggered or cyclical basis. Statements or transactions sh~~ be accessible or provided to parties identified by the authorized participating entity representative i:1ding, but not limited to, the following: 1, Authorized Representative 2. Finance Officer 3. Cardholder(s) Billing shall also be accessible to the Department of Management Services, Division of Purchasing and the Comptroller in a format to be agreed upon by DMS and the Contractor. Please refer to Florida Statute 215.422 for additional billing information relating to eligIble entities, AUTOMATED BILLING AND ACCOUNTING fMANDATORY] The State of Florida intends to reengineer, then automate the Comptroller's accounting and auditing processes associated with procurement card purchases. Currently, minimum accounting and auditing requirements (i.e., data elements entered on an expenditure or payment request voucher) include the following: 1, Agency voucher number and statewide document number 2, Agency aLa and site number 3. Object and transaction codes 4. Account Codes 5. Invoice numbers and amounts 6, Transaction verification and approvals 7. Purchase (transaction) description and other audit supporting data The Comptroller intends to develop a system that accepts detailed procurement card purchase data and management operations reporting data, makes the data available to all state agencies, allows for encoding of accounting data, provides audit and edit checks, updates both agency and individual cardholder accounting records and creates a daily EFT transaction to the Contractor (or contractor's bank). Proposal shall include current automated billing and accounting system(s) capabilities as well as Contractor's plans for automating all required electronic interface procurement card application systems, data file transfers and business process controls to satisfY the Comptrollers' accounting and auditing requirements. Contractor's plans to automate accounting and auditing requirements shall include all provisions for capturing merchant point of sale data, description of all data captured and an indication of the number of vendors currently capable of capturing procurement card purchasing data, The proposer should describe in the proposal its ability to matrix line item purchases to state accounting codes (i.e_, object codes, account codes) and ability to extract additional transaction detail from merchant computer systems, The Contractor should also include plans to expand vendors or merchants with the capability to capture detailed procurement card point of sale data. 17 CARDHOLDER INFORMATION rMANDATORY] The Contractor shall not sell or distribute a list of participating entities or cardholders, their addresses or any other information to any person, finn, or other entity for any purpose. This is absolutely prohibited, This section is not intended to prevent the Contractor from complying with the requirements herein and the resulting Contract for reports and reporting. PROCUREMENT CARD IMPLEMENT ArlaN AND CUSTOMER SUPPORT (MANDATORY] Proposer shall provide a comprehensive summary of its procurement card program incorporating mandatory requirements to meet the needs of the eligible entities, Proposer shall delineate what staff would be deployed to implement the program by name, title and experience, Proposer shall provide action plan(s) for assisting participating entities in the development, implementation and modifications of procedures and processes and recommend changes to rules and policies relative to procurement and procurement card use. REPORTS AND REPORTING DATA IMANDATORY] The proposer shall confirm in its proposal the capability of its procurement card program to generate report or report data through description and provision of samples of management and other reports or report data to be provided to cardholders and participating entities and the Department of Management Services, Division of Purchasing. Reports or report data shall be capable of being sort~ at all levels for at least the following: . . 1. Cardholder 2. Cardholder's Supervisor 3. Participating Entity Reports or report data shall be available to the following: 1, Participating Entity's Finance and Accounting Office 2. Comptroller 3. Department of Management Services, Division of Purchasing 4, Florida Fiscal Accounting Management Information System (FFAMIS), Statewide Purchasing Subsystem (SPURS) Data furnished by the contractor must be available to enable a particular entity to generate the following: I. Transaction data during a period to cardholder and finance office, or other office or individuals as may be designated by the participating entity, 2, Procurement card provider/supplier sales activity by Taxpayer Identification Number (TIN), by participating entity and cardholder. 3. To reconcile all procurement card transactions including charges, credits, disputes, adjustments, duplicates, etc, (Revised 7/22/96) 18 fINANCIAL INCENTIVES TO THE STATE. FEES AND COS,!:S (MANDATORYl Each proposer shall provide a complete and detailed summary of all fees and charges, if any, for their procurement card program including the following and any additional cost credits or incentives associated with t1" CU~{ogram: 1. Procurement card shared savings proposal form (shall include all volume level shared savings offered based upon percent of total value of transactions processed through the procurement card system). Each proposer is required to complete and submit a form for an arrangement under which the .proposer issues the cards and the replacements. Each propser is requested (not mandatory) to complete and submit a form for an arrangement under which the State uses its own ISO number, cards and replacements. The Division of Purchasing reserves the right to award under either option, as determined by the Division of Purchasing to be in the best interest to the State. Fixed charges price sheet 2. TAX EXEMPT NOTIFICATION [MANDATORY] Proposers shall indicate their ability to indicate purchases by participating entities as "Tax Exempt" upon confirmation to vendors. INNOVATIVE IDEAS (DESIRABLEl Although the State has provided a detailed statement of needs and mandatory requirements for proposers to meet in order to be selected for the contract for the procurement card service program, it is not intended to l;--;t proposer's innovations or creativity in preparing a proposal to accomplish these goals. Innovative ideas, I. _~) concepts and. partnership arrangements other than those presented in this Request for Proposal will be considered. For example, these might include unique business features, special sexvices, discounts or terms and conditions specific to each proposer, If a proposer is willing to offer additional shared savings on purchases paid within one business day after submission, the idea and additional shared savings associated if the idea is accepted should be shown in the innovative ideas section of the response to this RFP, The specific cost or additional shared savings associated with each .such idea or concept shall be fully disclosed along with the innovative idea and not listed on the shared savings proposal form or the fixed charges price sheet. The Division of Purchasing is interested in considering optional features of proposals which will increase the potential for shared savings. In this regard, optional proposals are encouraged for the procurement card service to be managed as a debit card rather than a credit card. In order for this optional- feature to be considered, the proposal must address the name of the qualified public depository where the funds are to be deposited and such depository must satisfY the requirements of Chapter 280, Florida Statutes, and the rules adopted by the Treasurer thereunder. If the contract awarded as a result of this RFP includes a debit card optional feature, the contractor may not change the qualified public depository without the express written consent of the Division of Purchasing. As noted above, the additional costs or shared savings associated with this innovative idea should not be shown on the fixed charges price sheet or shared savings proposal form(s) but rather only included along with the proposal in the innovative ideas section. (Revised 7/22/96) 19 ADV ANCED TECHNOLOGY The Contractor agrees to make at no cost to the State and no reduction in shared savings, future upgrades in its systems and processes to reflect advancements in associated technology, hardware, and software. REPORT DATA fDESIRABLE] Proposer shall indicate its ability as applicable to indicate purchases with State Term Contracts for commodities and services, and Florida Certified Minority and Women-owned Businesses, FINANCIAL ST ABaITY Each proposal shall include financial statements audited by a. certified public accountant which include balance sheets and income statements for the proposer's two (2) most recent fiscal years. These documents should break out subsidiary data if the proposer is part of a larger entity, REFERENCES (MANpATORY] Each proposer must submit documentation indicating experience in providing a similar service to four (4) current or fonner firms or government agencies and to demonstrate the ability to handle a contract of this complexity, which shall include the following information: Number of customers Name of Government Entity/company serviced Contract start/completion dates Name of contact person Title of contact person Telephone number(s) To tlle extent that proposer is currently furnishing this service to a State government entity, one or more of the references shall include the government entity. In addition, ifvendor is, or has provided financial services to the State of Florida, proposer shall provide information on such services. PERSONNEL RESOURCES [MANDATORY] Each proposal shaJllist the following information relative to all personnel resources that would be assigned to the State of Florida procurement card program: -Number of full time positions that will be assigned -Number of hours each full time position will be assigned to the State of Florida program -Physical location of employees assigned The Division of Purchasing retains the right to request additional data pertaining to the proposer's ability and qualifications used to accomplish all work in this RFP as it deems necessary to ensure competent and satisfactory work. Any vendor failing to submit, on request, in whole or in part, the required statement attesting to qualifications will disqualifY the proposal of that vendor. 20 ". CII E III E Z to.. VI o .... LL. ~ o Q. o ... l:L. -c CO "" III CO 0 ua. .... 0 C L.. GlQ.. E III ~ g> J'S; e~ Q..-c GI L.. 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(see RFP, p.4) In Heu of printing and distributing copies of state tenn contracts to state and local government agencies, the Department of Management Services has commenced a strategy to have the information available on the world wide web. This is a requirement which is now included in all state term contracts. The Contractor will be required to develop and maintain throughout the term of a state term contract an internet home page. It is anticipated that this will permit an eligible entity, as defined in the RFP, an opportunity to review information about the company who is awarded the state term contract and specific information about the state term contract awarded as a result of this RFP. The posting of price lists on the Contractor's home page is optional; however, any adjustment to the prices posted must be reviewed and approved by the Division of Purchasing prior to posting, 2, Please define "similar situated entity" as that term is used in the PRICE STABILITY section of the RFP. (see RFP, p.8) A "similar situated entity" is intended to mean some other customer of the Contractor who has a relationship that closely approximates the relationship between the Contractor and the State of Florida as a result of this RFP in most material aspects, such as the number of cardholders and operating terms and conditions. 3. Is ANSI X.12 the same as ASe X12 as that term is used in the STATEMENT OF NEEDS FOR PROCUREMENT... section of the RFP? (see RFP, p.lO) No. These are two (2) different concepts. ANSI x.12 serves as the US representative to International Standards Organization (ISO), The organization responsible for setting standards for an extraordinarily wide range of products, including such data communications related topics as X 12, one ofthe standards for document types in Electric Data Interchange (EDI). ASC Xl2 is an accredited subcommittee which creates the format and syntax rules for the variable-length X12 standard and the format and content for all business transactions that can be converted to EDl. 4. CONTROIJRESTRICTIONS Controls of casb refunds? (see RFP.n13) The Division of Purchasing (DOP) is attempting to ensure that a merchant who refunds a purchase made with the proCurement card pursuant to this RFP will only provide credit to the card account and not give the cardholder a cash refund. 5. Please clarify the State's ex.pectation of item # 6, commodity types, as that term is used in the CONTROURESTRICTIONS section of the RFP. (see RFP, p,13) A supply of goods and services identifiable by a group or class. 6. Please clarify what is meant by "entity enrollment" in the ENTITY ENROLLMENT section of the RFP, (see RFP, p. 14) Each eligible entity. as defined in the RFP, has the option whether to use the procurement card state tenn contract awarded as a result of this RFP. Generally, a state agency is required to obtain prior approval of the DOP if it desires to acquire a commodity or service available on a state tenn contract from another vendor; however, other eligible entities are not obligated to obtain such prior approval. The primary purpose of the enrollment procedure outlined in the RFP is to ensure that an eligible entity which does not process its bills through the Comptroller will be capable of receiving EDI invoicing through DMS. 7. Please clarify the State's perception of training. Will you utilize the "train the trainer" concept? It is anticipated that the Contractor shall provide training to cardholders and other designated employees of a participating entity. 8. Please clarify "P,OI grade of service" as that phrase is used in the PARTICIPATING ENTITY 7 CARDHOLDER SUPPORT section of the RFP, (see RFP. p. 15) The term "P.O] grade of service" is telephone technology which refers to possible call blockage of no more than one (I) out of every 100 calls placed. 9. What format is acceptable for notice/confirmation of changes in the CHANGES IN CARDHOLDER OR PARTICIPATING ENTITY ACCOUNTS section of the RFP? (see RFP, p. 15) Notice/confirmation of changes may be electronically recorded in the cardholder data base provided that the participating entity's designated representative may visually verify that the change has been made. Alternatively, notice may be in a written form, Each respondent is expected to outline how such notice is intended to be provided and clarification of such notice may be in the contract awarded pursuant to this RFP, 10. Please clarify #2, "Agency OLO and site number" as that term is used in the AUTOMATED BILLING AND ACCOUNTING section of the RFP. (see RFP, p. 17) Agency OLO and site number are only two of the various accounting data element codes used in the State accounting system to identify reporting levels within a state agency. OLO stands for Operating Level Organization while site number is a location code. These data element codes and others used in ~arious combinations will be provided to the Contractor to develop the various transaction/information reporting levels. The size of the various data element codes are: OLO IBJ (Internal Budget Indicator) Site Organization Level ] Organization Level 2 Organization Level 3 Organization Level 4 Organization Level 5 6 numeric digits 2 numeric digits 2 alpha/numeric digits 2 numeric digits 2 numeric digits 2 numeric digits 2 numeric.digits 3 numeric digits ] 1. Will the Comptroller be a separate reporting level, one person, or a department in the context of REPORTS & REPORTING DATA section of the RFP, #5. (see RFP, p. 18) This section of the RFP will be amended by an addendum and distributed to all pre- proposal participants. 12. The Taxpayer Identification Number (TIN) data which is required to be available to a participating entity in the REPORTS & REPORTING DATA section of the RFP, is this requirement for all transactions or just 1099 vendors? (see RFP, p. 18) It is expected that the TIN information would be available for all vendors in order to perform minority business enterprise reporting requirements in addition to 1099 reporting requirements. 13. Please clarify the intent of the TAX EXEMPT NOTIFICA nON section of the RFP. (see RFP, p. 19) Proposers are required to state whether their system will identify transactions that include sales tax within the State of Florida and either include such transactions on an error report or block the transaction. This feature is not mandatory but will earn extra evaluation points. State agencies and units of local government are exempt from the payment of sales and use taxes on Florida transactions and this feature will minimize paperwork and improper payments. 'j 14. How will it be determined who should receive a card? Each participating entity will be pennitted to decide who in their organization should receive a card. 15. Blocking charges by SIC codes is not 100% accurate. What process would be in place if a cardholder is blocked for travel expenses and needs to pay air freight charges which are coded in the data base as airline charges? The Department of Management Services understands that SIC coding has limitations and may be inaccurate in some cases. In the above example, the air freight charges would have to be paid for in some other manner, 16. What is the card potential for this contract? At full implementation. there may be over 150,000 cards issued under this contract. It is anticipated that card issuance will vary among eligible entities and it is difficult at this time to estimate the number of local government entities who will choose to use the contract awarded as a result of this RFP. 17. What is the anticipated annual spend for travel related charges and for small purchases? Charges under the contract by state agencies could exceed $1 billion annually and charges by local government agencies could also exceed that amount depending upon participation when fully implemented, 18. Is line item detail desired on all transactions? Yes, but not required, 19. How important are the Management Information System Reports the RFP requests to assist with vendor negotiations, management of the program, etc.? Is the State requesting that this infoonation be sorted by travel and procurement spend? It is expected that reports or report data will be useful in the management of the program and could be useful in vendor negotiations depending upon the level of information which is available. To the extent that reports and report data can be sorted by SIC code or some other level of detail, it certainly would make the information more useful. 20, Is the procurement card program designed to accommodate travel and entertainment expenses? If yes, would the State prefer one or two cards to facilitate purchasing activities and travel and entertainment expenses? (see PURPOSE section ofRFP, p. 3) The State is interested in allowing procurement cards issued to employees to be available for use in official travel, except for meals. One of the goals of this program is to consolidate into a single card the financial activities currently being accommodated by separate cards. Therefore, multiple cards to an individual employee is discouraged. Many state agencies currently provide cards to their employees for travel expenses through either American Express or Diners Club and have separate long distance telephone cards. 21. What dollar amount does the State of Florida consider a small dollar purchase? (see OVERVIEW section of the RFP, p, 6) Currently the RFP sets a maximum transaction limit of $1,000; however, the threshold amount may be increased as a result of discussions in the Pre-proposal conference on July 16, Such an increase will only occur if an amendment to the RFP is issued. 22, Does the State of Florida intend to have product-specific purchase restrictions? (see CONTROLSIRESTRICTIONS section ofthe RFP, p.I3) No. The purpose of obtaining commodity types information is to assist the Division of Purchasing in identifying products or services the State of Florida is acquiring in sufficient quantities to determine whether to establish a state term contract. 23. Wi II the State of Florida support efforts to enroll Procurement Card vendors to accept cards? Yes. Prioritize key suppliers of the State of Florida? No. Allow acquirers to utilize State of Florida stationary to !!olicit vendors? No. Allow Supplier Fairs in State of Florida buildings? Yes, 24. With how many suppliers does the State of Florida currently do business? Approximately 150,000 vendors, 25. How many are outside the State of Florida? Amount unknown. 26. For those vendors inside the State of Florida., where are they geographically concentrate? Most vendors inside the State of Florida are located in metropolitan cities throughout the state. 27. What does the State of Florida foresee as the average ticket size of the purchases made during the Pilot and during the full roll out of the Procurement Card Program? The average ticket could be as little as $250 (which was the average purchase last year), and could go to $1000, 28. What does the State of Florida foresee as the annual dollar volume of the purchases made during the Pilot and during the full roil out of the Procurement Card Program? The dollar volume during the pilot could be $2 million according to how many pilots we allow to participate. The annual dollar volume could exceed $1 billion annually and Charges by local government agencies could also exceed that amount depending on participation.