Attachment A - PO Terms & Conditions.pdf

ATTACHMENT A

FWC 23/24-35

Standard Purchase Order Terms & Conditions Florida Fish & Wildlife Conservation Commission

May 9, 2023

Section 1. Purchase Order A. Composition and Priority

The Contractor agrees to provide commodities or contractual services to the Commission within the manner and at the location specified in the Purchase Order, and any attachments to the Purchase

Order. These Purchase Order Terms and Conditions, whether generic or specific, shall take precedence over any inconsistent or conflicting provision in the State of Florida, General Contract Conditions, PUR

1000. Additionally, the terms of the Purchase Order supersede the terms of any and all prior agreements with respect to this purchase.

B. Initial Term

Unless otherwise specified, the Purchase Order begins on the date of issuance. Contractual services or commodities to be provided by the Contractor shall be completed by the date specified on the Purchase

Order end date.

Section 2. Performance A. Performance Standards

The Contractor agrees to perform all tasks and provide deliverables as set forth in the Statement of

Work and attachments to the Purchase Order. The Commission shall be entitled at all times, upon request, to be advised as to the status of work being done by the Contractor and of the details thereof.

Coordination shall be maintained by the Contractor with representatives of the Commission, or of other agencies involved in the project on behalf of the Commission.

B. Performance Deficiency

If the Commission determines that the performance of the Contractor is unsatisfactory, the Commission may notify the Contractor of the deficiency to be corrected, which correction shall be made within a timeframe specified by the Commission. The Contractor shall provide the Commission with a corrective action plan describing how the Contractor will address all issues of Purchase Order non ‐performance, unacceptable performance, and failure to meet the minimum performance levels, deliverable deficiencies, or Purchase Order non‐compliance. If the corrective action plan is unacceptable to the

Commission, the Contractor will be assessed a non‐performance retainage equivalent to ten (10) percent of the total invoice amount or as specified in the contractual documents. The retainage will be applied to the invoice for the then‐current billing period. The retainage will be withheld until the Contractor resolves the deficiency. If the deficiency is subsequently resolved, the Contractor may invoice the

Commission for the retained amount during the next billing period. If the Contractor is unable to resolve the deficiency, the funds retained will be forfeited.

C. Contractor Responsibilities

The Contractor agrees that all Contractor employees, subcontractors, or agents performing work under the Purchase Order shall be properly trained technicians who meet or exceed any specified training

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qualifications. Upon request, the Contractor shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under the Purchase Order must comply with all security and administrative requirements of the Commission. The Commission may conduct, and the Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by the Contractor. The Commission may refuse access to, or require replacement of, any personnel for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with the Commission’s security or other requirements. Such refusal shall not relieve the Contractor of its obligation to perform all work in compliance with the Purchase Order. The Commission may reject and bar from any facility for cause any of the Contractor’s employees, subcontractors, or agents.

D. Assignment

The Contractor shall not sell, assign or transfer any of its rights, duties or obligations under the

Purchase Order without the prior written consent of the Commission. In the event of any assignment, the Contractor remains secondarily liable for performance of the Purchase Order, unless the

Commission expressly waives such secondary liability. The Commission may assign the Purchase Order with prior written notice to the Contractor.

E. Damages to State Property

Any damages to state property (e.g., structures, roads, culverts, fences, trees, or other natural resources) caused by the Contractor while working on this project shall be the responsibility of the Contractor to remedy, as determined by the Commission. The Contractor shall be responsible for the conduct of all

Contractor personnel at all times while on the job site.

Should any historical or cultural artifacts be uncovered, the Contractor shall immediately halt work and notify the Commission’s Contract Manager. Please note: The State Archaeologist has the power to halt work if they has reason to believe artifacts are being disturbed.

F. Independent Contractor

The Contractor shall perform as an independent contractor and not as an agent, representative, or employee of the Commission. The Contractor covenants that it presently has no interest and shall not acquire any interest that would conflict in any manner or degree with the performance of services required. Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the Contractor and the Commission. The Contractor agrees to include this provision in all its subcontracts under the Purchase Order.

G. Commission Rights to Undertake or Award Supplemental Contracts

The Contractor agrees that the Commission may undertake or award supplemental contracts for work related to the Purchase Order. The Contractor and its subcontractors shall cooperate with such other contractors and the Commission in all such cases.

Section 3. Payment and Fees A. Payment

The Contractor will be paid upon submission of properly certified invoice(s) to the Commission after delivery and acceptance of commodities or contractual services is confirmed in writing by the

Commission.

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B. Invoicing

Invoices may be submitted electronically to the Commission’s designated Contract Manager, as identified in this Purchase Order. The Contractor acknowledges that the Commission’s Contract

Manager shall reject invoices lacking documentation necessary to justify invoiced expenses.

C. Invoices, Continued

All invoices shall be processed in accordance with Section 215.422, Florida Statutes (F.S.), and Rule 69I -

24, Florida Administrative Code (F.A.C.), upon receipt of a proper invoice and approval and inspection of goods or services. The Commission shall record the date of receipt of an invoice on the date on which a proper invoice is first received at the place designated by the Commission. Approval and inspection of goods or services shall take no longer than five (5) working days unless the bid specifications, purchase order, or contract specifies otherwise. Invoices must be legible and shall contain the items below in detail sufficient for a proper audit.

• The invoice number

• The date of the invoice

• “Bill To” information, including address

• The vendor’s name and payment remittance address

• The purchase order number

• The Contractor’s Federal Employer Identification Number (FEIN) or Social Security Number

(SSN)

• Date(s) of service (beginning date – ending date)

• Invoices for commodities must provide a clear description of the item(s), number of units and cost per unit. Numerical code descriptions alone will not be accepted.

• Invoices for services must provide a clear description of the specific deliverables that must be provided and accepted prior to payment.

• Invoices for fixed unit rate agreements must show the number of units and cost per unit.

• Invoices for agreements paid out on a reimbursement basis or a fixed rate for a specific time period (e.g. quarterly, monthly, etc.) must identify the deliverables provided.

D. Payment Timeframe

Section 215.422, Florida Statutes (F.S.), provides that agencies have five (5) working days to inspect and approve goods and services, unless applicable solicitation specifications or this Purchase Order specify otherwise. With the exception of payments to health care providers for hospital, medical, or other health care services, if payment is not available within forty (40) days, measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved a separate interest penalty as described in Section 215.422, F.S., will be due and payable in addition to the amount authorized for payment. Interest penalties less than one dollar ($1.00) will not be paid unless the

Provider requests payment. A Vendor Ombudsman has been established within the Department of

Financial Services and may be contacted at (850) 413-5516, or by calling the Department of Financial

Services Consumer Hotline at 1-800-342-2762.

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E. MyFloridaMarketPlace Fees

The following language is included pursuant to rule 60A‐1.031, Florida Administrative Code:

The State of Florida, through the Department of Management Services, has instituted

MyFloridaMarketPlace, a statewide eProcurement system pursuant to Section 287.057(22), Florida

Statutes. Payments issued by Agencies or Eligible Users to Vendors for purchases of commodities or contractual services are subject to Transaction Fees, as prescribed by rule 60A-1.031, Florida

Administrative Code, or as may otherwise be established by law. Vendors shall submit monthly reports required by the rule. All reports shall be subject to audit. Failure to pay Transaction Fees or submit reports shall constitute grounds for default and exclusion from business with the State of

Florida.

F. Payment Audit

Records of costs incurred under terms of the Purchase Order shall be maintained and made available to the Commission upon request at all times during the period of the Purchase Order, and for a period of three years thereafter. Records of costs incurred shall include the Contractor’s general accounting records, together with supporting documents and records of the Contractor and all subcontractors performing work, and all other records of the Contractor and subcontractors considered necessary by the Commission for audit.

G. Annual Appropriation

Pursuant to Section 287.0582, F.S., if the Purchase Order binds the State or an executive agency for the purchase of services or tangible personal property for a period in excess of one (1) fiscal year, the State of Florida’s performance and obligation to pay under this Purchase Order is contingent upon an annual appropriation by the Legislature. The Parties hereto understand that this Purchase Order and any renewal thereof is not a commitment to future appropriations but is subject to appropriation and authority to spend provided by the Legislature. The Commission shall be the final authority as to the availability of funds for this Purchase Order, and as to what constitutes an “annual appropriation” of funds to complete this Purchase Order. If such funds are not appropriated or available for the agreed-upon purpose, such event will not constitute a default on behalf of the Commission or the State. The

Commission’s Contract Manager shall notify the Contractor in writing at the earliest possible time if funds are not appropriated or available.

H. Travel.

Travel expenses are not reimbursable unless specifically authorized in writing, and shall be reimbursed only in accordance with Section 112.061, F.S.

I. Automated Clearing House (ACH)

To make transaction fee payments, contractors can register for debit ACH at https://www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarketplace/mfmp_v endors/vendor_forms and download the ACH form. Complete the ACH form and submit it electronically

(per the instructions on the form) to the Department of Management Services to process. Note:

Registering for ACH can take up to fourteen (14) days.

https://www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarketplace/mfmp_vendors/vendor_forms https://www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarketplace/mfmp_vendors/vendor_forms

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J. Electronic Funds Transfer (EFT)

The Contractor agrees to enroll in Electronic Funds Transfer (EFT), offered by the State’s Chief

Financial Officer, within thirty (30) days of the date the last Party has signed this Purchase Order.

Copies of the Authorization form and a sample blank enrollment letter can be found on the vendor instruction page at https://www.myfloridacfo.com/Division/AA/Vendors. Questions should be directed to the State of Florida’s EFT section at (850) 413-5517. Once enrolled, invoice payments will be made by

EFT.

K. Return or Recoupment of Funds – Overpayments to Contractor

The Contractor shall return to the Commission any overpayments due to unearned funds or funds disallowed pursuant to the terms of this Purchase Order that were disbursed to the Contractor by the

Commission. In the event that the Contractor or its independent auditor discovers that overpayment has been made, the Contractor shall repay said overpayment within forty (40) calendar days without prior notification from the Commission. In the event that the Commission first discovers an overpayment has been made, the Commission will notify the Contractor in writing. Should repayment not be made in a timely manner, the Commission shall be entitled to charge interest at the lawful rate of interest established pursuant to Subsection 55.03(1), F.S., on the outstanding balance beginning forty

(40) calendar days after the date of notification or discovery. Refunds should be sent to the Commission’s

Contract Manager and made payable to “Florida Fish and Wildlife Conservation Commission.”

L. Additional Costs or Monetary Loss Resulting from Contractor Non-Compliance

If the Contractor’s non-compliance with any provision of the Purchase Order results in additional cost or monetary loss to the Commission or the State of Florida, the Commission can recoup that cost or loss from monies owed to the Contractor under this Purchase Order or any other contract between the

Contractor and the Commission. In the event that the discovery of this cost or loss arises when no monies are available under this Purchase Order or any other contract between the Contractor and the

Commission, the Contractor will repay such cost or loss in full to the Commission within thirty (30) days of the date of notice of the amount owed, unless the Commission agrees, in writing, to an alternative timeframe. If the Contractor is unable to repay any cost or loss to the Commission, the Commission shall utilize remedies available by law and may notify the State of Florida, Department of Financial

Services, pursuant to Section 17.0415, F.S.

M. Florida Emergency Supplier Network (FESN)

Suppliers of products and services needed by government during hurricanes and other emergencies are invited to join a Florida Emergency Supplier Network (FESN). Suppliers will identify emergency products and services available, emergency contact information, plans to maintain their operations and supply chain in emergency circumstances, and pricing arrangements.

This information will be organized and furnished to buyers at State and County Emergency Operations

Centers, and suppliers will be recognized with a certificate identifying their business as a member of the Florida Emergency Supplier Network. FESN applications and contracts may be obtained at:

https://www.dms.myflorida.com/business_operations/state_purchasing/florida_emergency_networks/ https://www.myfloridacfo.com/Division/AA/Vendors https://www.dms.myflorida.com/business_operations/state_purchasing/florida_emergency_networks/

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N. Cost Reimbursement Payments

i. Eligible Payments. If any deliverables indicate some portion of the Purchase Order is cost reimbursable, the Contractor shall be paid on a cost reimbursement basis for eligible Project costs upon the completion, submittal, and approval of each of those deliverables. To be eligible for reimbursement, costs must be in compliance with other laws, rules, and regulations applicable to expenditure of State funds, including, but not limited to, the Reference Guide for State Expenditures.

ii. Invoices and Deliverables. Invoices submitted for cost reimbursement must be itemized by expenditure category as outlined in the approved Purchase Order budget. Additionally, the invoice must evidence the completion of all tasks required to be performed for the deliverable and must show that the Contractor met the minimum performance standards established in the Purchase Order.

iii. Required Documentation. The Commission is required to maintain detailed supporting documentation and to make it available for audit purposes. By submission of the payment request, the Commission is certifying that the detailed documentation to support each item on the itemized invoice is on file at the agency and is available for audit. Documentation for each amount for which reimbursement is being claimed must indicate that the item has been paid. Check numbers may be provided in lieu of copies of actual checks. Each piece of documentation should clearly reflect the dates of service. Only expenditures for the categories in the approved Purchase Order budget may be reimbursed. These expenditures must be allowable (pursuant to law) and directly related to the services being provided. The Commission may require more detailed documentation as deemed appropriate to satisfy that the terms of the Purchase Order have been met. Listed below are types and examples of their supporting documentation:

a. Salaries. Timesheets that support the hours worked on the project or activity must be kept.

A payroll register or similar documentation should be submitted and maintained. The payroll register should show gross salary charges, fringe benefits, other deductions, and net pay. If an individual for whom reimbursement is being claimed is paid by the hour, a document reflecting the hours worked times the rate of pay will be acceptable.

b. Tuition. If the Commission determines tuition, stipends, and/or waivers are allowable costs, the payments must result from obligations incurred during the specified Purchase

Order dates of service. Documentation must be provided to show compliance with 215.971, F.S. Examples include but are not limited to keeping timesheets/time and effort reports/logs that support the hours worked on the project or activity. If an individual for whom tuition, stipends and/or waivers are being claimed are paid by the hour, a document reflecting the hours worked times the rate of pay will be acceptable.

c. Fringe Benefits. To the extent the Commission determines fringe benefits are allowable, reimbursement must be supported by invoices showing the amount paid on behalf of the employee (e.g., insurance premiums paid). If the Purchase Order specifically states that fringe benefits will be based on a specified percentage rather than the actual cost of fringe benefits, then the calculation for the fringe benefits amount must be shown.

i. Exception: Governmental entities are not required to provide check numbers or copies of checks for fringe benefits.

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d. Travel. To the extent the Commission determines travel is an allowable cost, reimbursement for travel must be in accordance with Section 112.061, Florida Statutes, which includes submission of the claim on the approved State travel voucher along with supporting receipts and invoices.

e. Other Direct Costs. To the extent the Commission determines other direct costs are allowable, reimbursement will be made based on paid invoices/receipts and proof of payment processing (cancelled/processed checks and bank statements).

f. In-House Charges. Charges which may be of an internal nature (e.g., postage, copies, etc.)

may be reimbursed on a usage log which shows the units times the rate being charged. The rates must be reasonable.

g. Indirect Costs. To the extent the Commission determines that indirect costs are allowable, and the Purchase Order specifies that indirect costs will be paid based on a specified rate, then the calculation should be provided in the Purchase Order’s budget breakdown.

Indirect costs must be in the approved Purchase Order budget and the Contractor must be able to demonstrate that the costs are not duplicated elsewhere as direct costs. All indirect cost rates must be evaluated for reasonableness and for allowability and must be allocated consistently.

iv. Cost Reimbursement between State Entities.

a. This section applies to State agencies and State universities.

b. In lieu of the detailed documentation described above, alternative documentation may be submitted to substantiate the costs requested to be reimbursed. This alternative documentation may be in the form of FLAIR reports or other reports containing sufficient detail.

O. Fixed Price Payments

i. Eligible Payments. If any deliverables indicate some portion of the Purchase Order is fixed price, the Contractor shall be paid on a fixed price basis for eligible Project costs upon the completion, submittal, and approval of each of those deliverables. To be eligible for fixed price agreement, costs must be in compliance with other laws, rules, and regulations applicable to expenditure of State funds, including, but not limited to, the Reference Guide for State Expenditures.

ii. Invoices and Deliverables. Purchase Orders including services with fixed price deliverables are for tasks that are generally more complex. The units are larger (months or quarters, for example, or milestones, phases, and tasks) and encapsulate a required level of performance that is quantifiable and measurable. For example, Purchase Orders paying for months of prevention services for 25 youth or to create a museum exhibit (to be paid out in phases upon reaching specified percentages of completion) are frequently paid on a fixed price basis.

iii. Invoices for deliverables paid on a fixed price basis must identify the deliverable(s) that was completed and the price per completed deliverable. In addition, the invoice (or invoice backup) must demonstrate that the minimum performance level was met for each deliverable.

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P. Fixed Fee/Unit Rate Payments

i. Eligible Payments. If any deliverables indicate some portion of the Purchase Order is fixed fee/unit rate price, the Contractor shall be paid on a fixed fee/unit rate basis for “as needed” services in which the specific quantity of units to be completed each period are variable as identified the Purchase Order.

ii. Invoices and Deliverables. Fixed Fee/Unit Rate deliverables are generally used when the

Purchase Order’s tasks are finite and are not complex. Service types may include language translation services (in which the deliverable is each minute of translation services) or health screening test services (in which the deliverable is each health screening test completed.) Invoices for fixed fee/unit rate payment type deliverables must identify the deliverable(s) (unit of service), the number of units completed and the cost per unit. To be eligible for payment, costs must also be in compliance with other laws, rules, and regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures.

Section 4. Liability A. Reasonably Associated Insurance

During the term of this Purchase Order, the Contractor, at its sole expense, shall maintain insurance coverage of such types and with such terms and limits as may be reasonably associated with the

Purchase Order. Providing and maintaining adequate insurance coverage is a material obligation of the

Contractor, and failure to maintain such coverage may void the Purchase Order. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor’s liability and obligations under the Purchase Order. All insurance policies shall be through insurers licensed and authorized to write policies in Florida.

B. Indemnification, Generally

If the Contractor is a state agency or subdivision, as defined in Subsection 768.28(2), F.S., pursuant to

Subsection 768.28(19), F.S., neither Party indemnifies nor insures the other Party for the other Party’s negligence. If the Contractor is not a state agency or subdivision as defined above, then to the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and hold the State of Florida, its officers, employees and agents harmless from all fines, claims, assessments, suits, judgments, or damages, consequential or otherwise, including court costs and attorneys’ fees, arising out of any acts, actions, breaches, neglect or omissions of the Contractor, its employees, agents, subcontractors, assignees or delegates related to the Purchase Order, as well as for any determination arising out of or related to the Purchase Order, that the Contractor or Contractor’s employees, agents, subcontractors, assignees or delegates are not independent contractors in relation to the Commission.

Nothing contained in this Purchase Order shall constitute a waiver by the Commission of its sovereign immunity or, consent by the Commission or the State of Florida or its subdivisions to suit by third parties, or a waiver of the provisions of Section 768.28, Florida Statutes.

C. Payment for Claims

The Contractor guarantees the payment of all just claims for materials, supplies, tools, or labor and other just claims against the Contractor or any employee, agent, subcontractor, assignee or delegate in connection with the Purchase Order.

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D. Workers’ Compensation

To the extent required by Chapter 440, F.S., the Contractor will either be self -insured for Workers’

Compensation claims or will secure and maintain during the life of this Purchase Order, Workers’

Compensation Insurance for all of its employees connected with the work of this project, with minimum employers’ liability limits of $100,000.00 per accident, $100,000.00 per person, and $500,000.00 policy aggregate. Such policy shall cover all employees engaged in any contract work. If any work is subcontracted, the Contractor shall require the subcontractor similarly to provide Workers’

Compensation Insurance for all of the latter’s employees unless such employees are covered by the protection afforded by the Contractor. Such self-insurance program or insurance coverage shall comply fully with Florida Workers’ Compensation laws (Chapter 440, F.S.). In case any class of employees engaged in hazardous work under this Purchase Order is not protected under Workers’ Compensation statutes, the Contractor shall provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Commission, for the protection of its employees not otherwise protected. Employers who have employees who are engaged in work in Florida must use Florida rates, rules, and classifications for those employees.

E. General Liability Insurance

By execution of this Purchase Order, unless otherwise provided for in the Scope of Work, the Contractor shall provide reasonable and adequate commercial general liability insurance coverage and hold such liability insurance at all times during the term of the Purchase Order. A self -insurance program established and operating under the applicable state or federal laws may provide such coverage.

F. Insurance Required for Performance

During the Purchase Order term, the Contractor shall maintain any other types and forms of insurance required for the performance of this Purchase Order as required in the Scope of Work.

G. Written Verification of Insurance

Upon execution of this Purchase Order, the Contractor shall provide the Commission written verification of the existence and amount for each type of applicable insurance coverage. Within ten (10) days of the execution date of the Purchase Order, the Contractor shall furnish proof of applicable insurance coverage to the Commission’s Contract Manager by standard Association for Cooperative

Operations Research and Development (ACORD) form certificates of insurance. In the event that any applicable coverage is cancelled by the insurer for any reason, the Contractor shall immediately notify the Commission’s Contract Manager in writing of such cancellation and shall obtain adequate replacement coverage conforming to the requirements herein and provide proof of such replacement coverage within fifteen (15) business days after the cancellation of coverage. Copies are acceptable and may be faxed to (850) 922-8060.

H. Commission Not Responsible for Insurance Deductible

The Commission shall be exempt from, and in no way liable for, any sums of money representing a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Contractor providing such insurance.

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Section 5. Compliance with Florida Laws A. Familiarity and Compliance with Laws, Generally

The Contractor is required to be familiar and comply with all state and local laws, ordinances, rules and regulations that in any manner affect the work. The Contractor shall comply with all laws and rules applicable to the Contractor(s) that shall provide the required commodities or services to the

Commission. Ignorance on the part of the Contractor will in no way relieve them of responsibility.

Violation of such laws shall be grounds for termination of the Purchase Order.

B. Non-Discrimination in Performance

No person, on the grounds of race, color, religion, gender, pregnancy, national origin, age, handicap, or marital status, shall be excluded from participation in, be denied the proceeds or benefits of, or be otherwise subjected to discrimination in performance of this Purchase Order.

C. Discriminatory Vendor List

In accordance with Section 287.134, F.S., an entity or affiliate who has been placed on the Department of Management Services’ discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. The Contractor has a continuing duty to disclose to the Commission, in writing, whether the Contractor or any of its affiliates appear on the discriminatory vendor list.

D. Convicted Vendor List

The Contractor hereby certifies that neither it, nor any person or affiliate of the Contractor, has been convicted of a Public Entity Crime as defined in Section 287.133, F.S., nor placed on the convicted vendor list. Pursuant to Subsection 287.133(2)(a), F.S., a person or affiliate who has been placed on the

Department of Management Services’ (DMS) convicted vendor list following a conviction for a Public

Entity Crime may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, F.S., for Category Two for a period of thirty-six

(36) months from the date of being placed on the convicted vendor list. The Contractor shall have a continuing obligation to disclose, to the Commission, in writing, if the Contractor or any of its affiliates are on the convicted vendors list maintained by DMS pursuant to Subsection 287.133(3)(d), F.S. The

Contractor must notify DMS and the Commission, in writing, within thirty (30) days after conviction of a Public Entity Crime applicable to the Contractor or an affiliate of the Contractor as defined in Section

287.133, F.S.

E. Scrutinized Companies List

The Contractor hereby certifies that it and any of its affiliates are not a scrutinized company as identified in Section 287.135, Florida Statute. In addition, the Contractor agrees to observe the requirements of Section 287.135, F.S., for applicable sub-agreements entered into for the performance of work under the terms of this Purchase Order. Pursuant to Section 287.135, F.S., the Commission may immediately terminate this Purchase Order for cause if the Contractor, its affiliates, or its subcontractors are found to have submitted a false certification; or if the Contractor, its affiliates, or its subcontractors

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are placed on any applicable scrutinized companies list or engaged in prohibited contracting activity during the term of the Purchase Order. As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions, then they shall become inoperative.

I. Lobbying

In accordance with Sections 11.062 and 216.347, F.S., the Purchase Order funds are not for the purpose of lobbying the Legislature, the judicial branch, or an agency. Pursuant to Subsection 287.058(6), F.S., the Purchase Order does not prohibit the Contractor from lobbying the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding the Purchase Order, after the Purchase Order’s execution and during the Purchase Order’s term.

J. Gratuities

The Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly (1) offer, give, or agree to give anything of value to anyone as consideration for any State officer or employee’s decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone anything of value for the benefit of, or at the direction or request of, any State officer or employee.

K. Public Records

i. All records in conjunction with this Purchase Order shall be public records and shall be treated in the same manner as other public records are under Chapter 119, F.S.

ii. This Purchase Order may be unilaterally cancelled by the Commission for refusal by the

Contractor to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, F.S., and made or received by the Contractor in conjunction with this Purchase Order, unless exemption for such records is allowable under Florida law.

iii. If the Contractor meets the definition of “Contractor” in Subsection 119.0701(1)(a), F.S., the Contractor agrees to do the following as required under Florida Law:

a. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS PURCHASE ORDER, CONTACT THE

CUSTODIAN OF PUBLIC RECORDS AT: (850) 488-6553,

RecordsCustodian@myfwc.com, and 620 South Meridian Street, Tallahassee, FL 32399.

b. Keep and maintain public records required by the Commission to perform the service.

c. Upon request from the Commission’s custodian of public records, provide the Commission with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law.

mailto:RecordsCustodian@myfwc.com

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d. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Purchase Order term and following completion of the Purchase Order if the Contractor does not transfer the records to the Commission.

e. Upon completion of the Purchase Order, transfer, at no cost, to the Commission all public records in possession of the Contractor or keep and maintain public records required by the Commission to perform the service. If the Contractor transfers all public records to the Commission upon completion of the Purchase Order, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Purchase Order, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the

Commission, upon request from the Commission’s custodian of public records, in a format that is compatible with the information technology systems of the Commission.

L. Publishing and Confidentiality

The Contractor agrees that it shall not publish, disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with the Purchase Order, or any particulars thereof, during the period of the Purchase Order, without first notifying the Commission’s Contract Manager or the Commission’s designated contact person and securing prior written consent. The Contractor shall maintain confidentiality of all confidential data, files, and records related to the services and/or commodities provided pursuant to the Purchase Order and shall comply with all state and federal laws, including, but not limited to Sections 381.004, 384.29, 392.65, and 456.057, F.S. The Contractor’s confidentiality procedures shall be consistent with the most recent version of the Commission’s security policies, protocols, and procedures. The Contractor shall also comply with any applicable professional standards with respect to confidentiality of information.

M. Intellectual Property

i. Contractor’s Preexisting Intellectual Property (Proprietary) Rights. Unless specifically addressed otherwise in the Scope of Work, intellectual and other intangible property rights to the Contractor’s preexisting property will remain with the Contractor. The Contractor shall indemnify and hold harmless the Commission and its employees from any liability, including costs, expenses, and attorney’s fees, for or on account of any copyrighted, patented, or un-patented invention, process or article manufactured or supplied by the Contractor.

ii. Proceeds Related to Intellectual Property Rights. Proceeds derived from the sale, licensing, marketing, or other authorization related to any intellectual and other intangible property right created or otherwise developed by the Contractor under this Purchase Order for the Commission shall be handled in the manner specified by applicable Florida Statute and/or Federal program.

iii. Commission Intellectual Property Rights. Where activities supported by this Purchase Order produce original writing, sound recordings, pictorial reproductions, drawings or other graphic representation and works of any similar nature, the Commission and the State of Florida have the unlimited, royalty-free, nonexclusive, irrevocable right to use, duplicate and disclose such materials in whole or in part, in any manner, for any purpose whatsoever and to have others acting on behalf of the Commission to do so. If this Purchase Order is supported by federal funds, the federal

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awarding agency reserves a royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the work for federal purposes, and to authorize others to do so.

N. Real Property

If this Purchase Order is for the purchase or improvement of real property and supported by state funds, the Contractor shall comply with Section 287.05805, F.S. This section requires the Contractor to grant a security interest in the property to the State of Florida, the type, and details of which are provided in the Scope of Work. Title to state-owned real property remains vested in the state.

State-owned real property will be used as provided in the Scope of Work.

O. Non-Expendable Property

For the requirements of this section of the Purchase Order, “non-expendable property” is the same as

“property” as defined in Section 273.02, F.S. (equipment, fixtures, and other tangible personal property of a non-consumable and non-expendable nature, with a value or cost of $5,000.00 or more, and a normal expected life of one (1) year or more; hardback-covered bound books that are circulated to students or the general public, with a value or cost of $25.00 or more; and uncirculated hardback-covered bound books, with a value or cost of $250.00 or more).

Title (ownership) to all non-expendable property acquired with funds from this Purchase Order shall be vested in the Commission and said property shall be transferred to the Commission upon completion or termination of the Purchase Order unless otherwise authorized in writing by the Commission or unless otherwise specifically provided for in the Scope of Work.

P. Cooperation with Inspector General

Pursuant to Subsection 20.055(5), F.S., the Contractor, and any subcontractors to the Contractor, understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Purchase Order. The Contractor agrees to reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of the Contractor's compliance with the terms of this or any other agreement between the

Contractor and the State which results in the suspension or debarment of the Contractor. Such costs shall include but shall not be limited to salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees.

Q. Employment Eligibility Verification

i. Requirement to Use E-Verify. Section 448.095(2), F.S. requires the Contractor to: 1.) utilize the

U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the Purchase Order term; and 2.) include in all subcontracts under this Purchase Order, the requirement that subcontractors performing work or providing services pursuant to this Purchase Order utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the term of the subcontract.

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ii. E-Verify Online. E-Verify is an Internet-based system that allows an employer, using information reported on an employee’s Form I-9, Employment Eligibility Verification, to determine the eligibility of all new employees hired to work in the United States. The

Department of Homeland Security’s E-Verify system can be found online at https://www.e-verify.gov.

iii. Enrollment in E-Verify. As a condition precedent to entering a Purchase Order with the

Commission, Contractors and Subcontractors shall register with and use the E-Verify system.

Failure to do so shall result in the Purchase Order not being issued, or if discovered after issuance, termination of the Purchase Order.

iv. E-Verify Recordkeeping. The Contractor further agrees to maintain records of its participation and compliance with the provisions of the E-Verify program, including participation by its subcontractors as provided above, and to make such records available to the Commission or other authorized state entity consistent with the terms of the Contractor’s enrollment in the program.

This includes maintaining a copy of proof of the Contractor’s and subcontractors’ enrollment in the E-Verify Program. If a contractor enters into a contract with a subcontractor, the subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The contractor shall maintain a copy of such affidavit for the duration of the contract.

v. Employment Eligibility Verification & Compliance. Compliance with the terms of the

Employment Eligibility Verification provision is made an express condition of this Purchase

Order and the Commission may treat a failure to comply as a material breach of the agreement.

If the Commission terminates the Purchase Order pursuant to Section 448.095(2)(c), F.S., the contractor may not be awarded a public contract for at least 1 year after the date on which the contract was terminated and the Contractor is liable for any additional costs incurred by The

Commission as a result of the termination of this Purchase Order.

R. RESPECT

In accordance with Subsection 413.036(3), F.S., if a product or service required for the performance of the Purchase Order is on the procurement list established pursuant to Subsection 413.035(2), F.S., the following statement applies:

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE THE SUBJECT

OF, OR REQUIRED TO CARRY OUT, THIS PURCHASE ORDER SHALL BE PURCHASED FROM A

NONPROFIT AGENCY FOR THE BLIND OR FOR THE SEVERELY HANDICAPPED THAT IS

QUALIFIED PURSUANT TO CHAPTER 413, FLORIDA STATUTES, IN THE SAME MANNER AND

UNDER THE SAME PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA

STATUTES; AND FOR PURPOSES OF THIS PURCHASE ORDER THE PERSON, FIRM, OR OTHER

BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS PURCHASE ORDER SHALL BE

DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS DEALINGS WITH SUCH

QUALIFIED NONPROFIT AGENCY ARE CONCERNED.

Additional information about the designated nonprofit agency and the products it offers is available at http://www.respectofflorida.org.

https://www.e-verify.gov/ https://www.e-verify.gov/ http://www.respectofflorida.org/

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S. PRIDE

In accordance with Subsection 946.515(6), F.S., if a product or service required for the performance of the Purchase Order is certified by or is available from Prison Rehabilitative Industries and Diversified

Enterprises, Inc. (PRIDE) and has been approved in accordance with Subsection 946.515(2), F.S., the following statement applies:

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT

OF, OR REQUIRED TO CARRY OUT, THIS PURCHASE ORDER SHALL BE PURCHASED FROM THE

CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER AND UNDER

THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES

OF THIS PURCHASE ORDER THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT

THE PROVISIONS OF THIS PURCHASE ORDER SHALL BE DEEMED TO BE SUBSTITUTED FOR

THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED.

Additional information about PRIDE and the products it offers is available at http://www.prideenterprises.org.

T. Recycled Products

The Contractor agrees to procure any recycled products or materials which are the subject of or are required to carry out this Purchase Order in accordance with Section 403.7065, F.S.

U. Prompt Disclosure of Litigation, Investigations, Arbitration, or Administrative

Proceedings

Throughout the term of the Purchase Order, the Contractor has a continuing duty to promptly disclose to the Commission’s Contract Manager, in writing, upon occurrence, all civil or criminal litigation, investigations, arbitration, or administrative proceedings (Proceedings) relating to or affecting the

Contractor’s ability to perform under this Purchase Order. If the existence of such Proceeding causes the Commission concern that the Contractor’s ability or willingness to perform under the Purchase

Order is jeopardized, the Contractor may be required to provide the Commission with reasonable assurances to demonstrate that: a.) the Contractor will be able to perform under the Purchase Order in accordance with its terms and conditions; and, b.) the Contractor and/or its employees, agents or subcontractor(s) have not and will not engage in conduct in performing services for the Commission which is similar in nature to the conduct alleged in such Proceeding.

V. Eligibility and Licensure

The Contractor shall be licensed as necessary to perform under this Purchase Order as may be required by law, rule, or regulation; and shall provide evidence of such compliance to the Commission upon request. By acceptance of this Purchase Order, the Contractor warrants that it has the capability in all respects to fully perform the Purchase Order requirements and the integrity and reliability that will assure good-faith performance as a responsible Bidder, and that the Contractor shall comport with

Chapter 287, F.S., Chapter 60A, F.A.C., and all other applicable rules and laws. Unless otherwise provided herein, the Commission will not reimburse the Contractor for any non-expendable equipment or personal property for use by the Contractor to perform services under this Purchase Order.

http://www.prideenterprises.org/

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Section 6. Compliance with Federal Laws As applicable, the Contractor shall comply with all federal laws, rules, and regulations, including but not limited to:

A. Clean Air Act and Water Pollution Control Act

All applicable standards, orders, or requirements issued under the Clean Air Act (42 U.S.C. §§ 7401-

7671), and the Water Pollution Control Act (33 U.S.C. §§ 1251-1387, as amended).

B. Lacey Act, 16 U.S.C. §§ 3371-3378

This Act prohibits trade in wildlife, fish and plants have been illegally taken, possessed, transported, or sold.

C. Magnuson-Stevens Fishery Conservation and Management Act, 16 U.S.C. §§ 1801-

This Act governs marine fisheries in Federal waters.

D. Migratory Bird Treaty…