Computer Aid Final 2024.pdf

State Term Contract No. 80111600-21-STC

For Temporary Staffing Services

This Contract is between the State of Florida, Department of Management Services (Department), an agency of the State of Florida, and Computer Aid, Inc. (Contractor), collectively referred to herein as the “Parties.”

Accordingly, the Parties agree as follows:

I. Initial Contract Term.

The initial Contract term shall be for three (3) years. The initial Contract term shall begin on the date of the last signature below. The Contract shall expire on July 31, 2024 unless terminated earlier in accordance with Contract Exhibit B, Special Contract Conditions.

II. Renewal Term.

Upon mutual written agreement, the Parties may renew this Contract, in whole or in part, for a renewal term not to exceed the initial Contract term, pursuant to Contract Exhibit B, Special Contract Conditions.

III. Contract.

As used in this document, “Contract” (whether or not capitalized) shall, unless the context requires otherwise, include this document and all incorporated exhibits, which set forth the entire understanding of the Parties and supersede all prior agreements. All modifications to this Contract must be in writing and signed by all Parties.

All exhibits listed below are incorporated in their entirety into, and form part of, this Contract. The Contract exhibits shall have priority in the order listed below:

a) This Contract document

b) Contract Exhibit F, Additional Special Contract Conditions

c) Contract Exhibit A, Statement of Work

d) Contract Exhibit B, Special Contract Conditions

e) Contract Exhibit C, Job Title Descriptions

f) Contract Exhibit D, Contractor’s Submitted Technical Proposal from RFP No. 20-80111600-

RFP

g) Contract Exhibit E, Contractor’s Submitted Cost Proposal from RFP No. 20-80111600-RFP

DocuSign Envelope ID: 3C36149F-AEEE-483E-AFB1-29FBD1E91FE2

IV. Contract Management.

Department’s Contract Manager:

Frank Miller Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, Florida 32399-0950 Telephone: (850) 488-8855 Email: Frank.Miller@dms.fl.gov

Contractor’s Contract Manager:

Scott Edwards Computer Aid, Inc.

1390 Ridgeview Drive Allentown, PA 18104 Telephone: (717) 651-9039 Email: Scott.Edwards@cai.io

This Contract is executed by the undersigned officials as duly authorized. This Contract is not valid and binding on all Parties until signed and dated by both Parties.

State of Florida: Contractor:

Department of Management Services Computer Aid, Inc.

By: ________________________________ By: ______________________________________ Name: Todd Inman Name: Abe Hunter Title: Secretary Title: Vice President

Date: ______________________________ Date: ____________________________________

DocuSign Envelope ID: 3C36149F-AEEE-483E-AFB1-29FBD1E91FE2

7/19/2021 | 1:29 PM EDT

CONTRACT EXHIBIT A

Temporary Staffing Services Contract No. 80111600-21-STC

Statement of Work

1 Scope of Services The Contractor shall serve as the Managed Service Provider (MSP) of the State for the provision of temporary administrative, industrial, and medical staffing services. This includes, but is not limited to, providing Customers with a comprehensive offering of Temporary Staffing Services statewide via the Contractor’s Management System to meet their various needs.

2 Definitions

2.1 Bill Rate – The unit of compensation paid to the Contractor, consisting of the Pay Rate and the Mark-Up Rate. The Bill Rate is expressed as a range between Entry (low) and Experienced (high). “Bill Rate, Entry” and “Bill Rate, Experienced” is determined by applying the Mark-Up Rate to the “Pay Rate, Entry” and “Pay Rate, Experienced,” respectively.

2.2 Business Day – Monday through Friday, inclusive, except for those holidays specified in section 110.117, F.S., from 8:00 a.m. to 5:00 p.m. Eastern Time.

2.3 Contingent Staff – A person assigned to work on behalf of the Contractor for the purpose of providing temporary staffing services to a Customer.

2.4 Contractor or Managed Service Provider (MSP) – The Vendor that has been awarded and contracts to provide and maintain a network of Subcontractors, supply and support a Management System (MS), and provide recruitment and selection services to Customers in accordance with the Contract. The term “Contractor” may be used interchangeably with “Managed Service Provider.”

2.5 Customer – An ordering entity, including state agencies and eligible users, as defined in Rule 60A-1.001, Florida Administrative Code (F.A.C.).

2.6 Job Category – The classification of Job Titles under this Contract. The Job Categories are administrative, industrial, and medical.

2.7 Job Title – A service provided by the Contractor to be performed by Contingent

Staff under this Contract.

2.8 Management System (MS) – The Contractor’s automated system, accessible through the internet, that processes requests for Contingent Staff from Customers and invoices Customers, produces monthly and quarterly reports, and performs other operations required under the Contract.

2.9 Mark-Up Rate – The amount paid to the Contractor, in addition to the Pay Rate, that includes all other costs associated with the provision of Temporary Staffing Services; the Mark-Up Rate may include, but is not limited to, Statutory Rate, Subcontractor costs, and the amount retained by the Contractor as payment for services rendered under the Contract. The Mark-Up Rate is equal to the difference between the Bill Rate and the Pay Rate and is expressed as a percentage for the purposes of the Contract; the Mark-Up Rate is applied to the Pay Rate to determine the Bill Rate.

2.10 Pay Rate – The hourly rate of pay to Contingent Staff before deductions are taken.

The Pay Rate is expressed as a range between Entry (low) and Experienced (high) and is commensurate with the qualifications and skill level of Contingent Staff.

2.10.1 Pay Rate, Entry – The Pay Rate for entry-level Contingent Staff. The

Customer may negotiate, and the Contractor may offer, a “Pay Rate, Entry” lower than that which is indicated on the Cost Proposal for a Job Title.

2.10.2 Pay Rate, Experienced – The Pay Rate for experienced Contingent Staff.

The Customer may negotiate, and the Contractor may offer, a “Pay-Rate, Experienced” lower than that which is indicated on the Cost Proposal for a Job Title. However, the Contractor shall not offer a “Pay Rate, Experienced” higher than that which is indicated on the Cost Proposal for a Job Title.

2.11 Service Level Agreement – Mandatory, detailed performance requirements that apply to the Contractor’s provision of services to Customers under the Contract.

2.12 State – The State of Florida.

2.13 Statutory Rate – The total amount for taxes and fees required by applicable federal and state employment laws, including but not limited to, the Federal Insurance Contributions Act, Medicare, Florida Unemployment Compensation Act, Federal Unemployment Tax, Florida Workers’ Compensation Act, liability insurance, and Affordable Healthcare Act.

2.14 Subcontractor – When capitalized in this SOW, a vendor that has executed an agreement with the Contractor, and been approved by the Department, to supply Contingent Staffing to a Customer upon request.

2.15 Temporary Staffing Services – The complete portfolio of Job Titles available from the Contractor for administrative, industrial, and medical staffing service categories under this Contract.

3 Contractor Responsibilities The Contractor and its subcontractors shall adhere to all work policies, procedures, and standards established by the Department and Customer. The Contractor and its subcontractors shall ensure that Contingent Staff conform in all respects with physical safety, security, and fire regulations while on the Customer’s premises. The Contractor and its subcontractors shall be responsible for obtaining all of the aforementioned rules, regulations, policies, etc. Regardless of any delegation, including any subcontract entered into, by the Contractor, the Contractor and its subcontractors shall be responsible for the following:

3.1 Recruiting, hiring, and implementing any reassignments or terminations of

Contingent Staff. The Contractor shall ensure competency and responsibility of the Contingent Staff, subject to a financial consequence as identified in Section 23, Service Level Agreements and Financial Consequences, for failure to maintain a Contingent Staff turnover rate of no more than 8% per month.

3.2 Providing Contingent Staff that meet the requirements, including but not limited to, to the experience level, identified in the Customer’s contract or purchase order.

3.3 Maintaining a recruiting and hiring program that is in compliance with applicable federal and State employment laws and their implementing rules and regulations, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Fair Credit Reporting Act, and the Fair Employment Protection Act.

3.4 Performing background screening on all Contingent Staff, including screening of credentials, licensure, personal history, qualifications, work history, and references, as well as criminal background checks and fingerprinting as required herein. Contractor shall ensure that all Contingent Staff possess all certifications and qualifications necessary to enable them to perform their assignments.

3.5 Providing telephone and help desk support, in accordance with State business hours. Business hours are 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding holidays, as specified in section 110.117, Florida Statutes (F.S.).

3.6 Ensure that the staffing opportunities are released at the same time to all

Subcontractors. The Contractor shall screen submitted candidate resumes for applicability to job requisition, facilitate the selection process with the Customer and Subcontractor, and provide reporting visibility on candidate submittals and selection trends to the Department and the Customer. The Contractor shall ensure that all Subcontractors have an equal opportunity to submit candidates for all staffing position opportunities.

3.7 Administering periodic performance evaluations and any disciplinary actions for each Contingent Staff provided under this Contract.

3.8 Informing Contingent Staff that they are required to adhere to the policies and procedures of the State and the Customer. Contractor or its designee shall promptly notify the Customer of any human resource issues raised by a Contingent Staff that may affect the Customer, such as threats of violence, harassment, discrimination, or retaliation.

3.9 Providing harassment, discrimination, and retaliation training for all Contingent

Staff. Contractor shall maintain a record of all such training.

3.10 Informing Contingent Staff in writing that they are employed by Contractor, not the Customer.

3.11 Notifying Contingent Staff in writing that the only benefits they will receive will be from Contractor and that they are not entitled to any benefits from the Customer.

3.12 Informing Contingent Staff in writing that job-related illness/injury reports are to be made to Contractor. Contractor or its designee shall notify the Customer within twenty-four (24) hours of receipt of any such reports.

3.13 Being solely responsible for, and holding Customers harmless from, all administrative employment matters regarding Contingent Staff including, but not limited to, all payroll and payroll income tax withholding matters; payment of workers’ compensation premiums; funding of legally required fringe benefit programs; and taking responsibility for and complying with (including offering coverage, if required) the Affordable Care Act with respect to Contingent Staff.

3.14 Paying Contingent Staff in compliance with applicable wage and hour laws including, but not limited to, the Fair Labor Standards Act and Florida Employment and Labor Laws. Contractor shall maintain complete and accurate records of all wages paid to Contingent Staff. Contractor shall be exclusively responsible for and will comply with applicable law governing the reporting and payment of wages and payroll-related and unemployment taxes attributable to wages paid to Contingent Staff.

3.15 Issue invoices for all services provided to Customers. Invoices must specify the

Pay Rate, Bill Rate, and Mark-Up Rate used to determine the amount of the invoice. The Mark-Up Rate must be expressed as a percentage and dollar amount and must include the Statutory Rate expressed as a percentage of the Mark-up Rate. Invoices must be submitted in detail sufficient for a proper pre-audit and post-audit thereof. Invoices will be paid in accordance with the requirements of section 215.422, Florida Statutes.

4 Management System Requirements The Contractor shall develop and maintain the MS, which shall manage all processes required to procure Contingent Staff, manage assignments, collect hours worked, consolidate invoicing, and report on the Contingent Staff by Customer.

4.1 The Contractor shall ensure that the Department, Subcontractors, and Customers have continuous, uninterrupted access to the MS, including nights, weekends, and holidays, for the duration of the Contract, subject to a 98% uptime target for the application of financial consequences identified in Paragraph 23 below.

4.2 The Contractor shall provide a minimum of thirty (30) days’ notice to the

Department prior to planned outage, update, upgrade, and maintenance schedules for the MS. The Contractor shall, within one (1) business hour of becoming aware of an unplanned outage of the MS, notify the Department of the occurrence and establish workaround solutions if the outage exceeds one (1) Business Day or eight (8) consecutive business hours.

4.3 The Contractor shall provide Customers with initial setup training and materials on how to use the MS. The Contractor shall also make ongoing training available to Customers on as-needed basis upon request.

4.4 The Contractor shall configure the MS to incorporate name and location and any other reasonable non-programming modifications as requested by a state agency but is not obligated to develop customizations for other eligible users.

4.5 Provide all reporting features, including but not limited to, standard reports and ad hoc reports created through tools accessible and useable by the Department and Customers. The Contractor shall ensure that such reports can be created by the Department and Customers without specialized knowledge of report programming.

4.6 Provide the Department’s Contract Manager with access to all information pertaining to all orders and contracts with Customers, including but not limited to, staffing requests, assigned Contingent Staff, and invoices. Customers shall have access to all information pertaining to the Customer’s orders and contracts, including but not limited to, staffing requests, assigned Contingent Staff, and invoices. Invoice information accessible by the Department and Customers must include Pay Rate, Mark-Up Rate, and Bill Rate amounts; Mark-Up Rate amounts must include the Statutory Rate expressed as a percentage of the Mark-up Rate.

4.7 The MS shall keep the Customers updated on the status of the order and facilitate communication between all parties involved in the process. The MS shall utilize standard email applications to notify Customers when a task is required or has been completed. For example, a requesting manager must be notified when their requisition has been issued and when the Subcontractors have submitted resumes through the MS. The internal clock in the MS shall timestamp all activities and provide reports accordingly. The MS shall be a “collaborative ecommerce” platform that allows Customers to communication and collaboration through one central platform.

4.8 The MS shall be a workflow-based application delivered in a Software as a Service

(SaaS) model and accessed via the internet utilizing a standard browser. The MS shall be configured specifically for each state agency customer utilizing business rules, user roles, and internal routing. The MS shall be an extensive application configuration tool that allows new users, vendors, and job information to be added or updated easily.

The Contractor agrees to cooperate with the Department and Customers and perform all actions necessary to assist with all tasks in furtherance of the Department’s and Customers’ efforts to comply with the obligations under section 282.318, F.S., and Chapter 60GG-2, F.A.C., Information Technology Security (also known as the Florida Cybersecurity Standards (FCS)), as applicable. The Contractor shall abide by all applicable federal and state law pertaining to cybersecurity requirements, and other prescribed security guidance, to include (but not limited to) those requirements outlined for such sensitive data types as Personally Identifiable Information (PHI) and Criminal Justice Information (CJI).

4.9 In addition to the above requirements, the MS shall:

4.9.1 Reduce costs and improve efficiency for Customers by automating the Contingent Staffing process through:

a. Providing a single point of contact;

b. Consolidating and standardizing the Contingent Staff procurement processes;

c. Providing automated order entry and distribution, candidate submittal, response, and order fulfillment;

d. Replacing paper-intensive, manually-managed processes;

e. Replacing fax, email, and telephone order distribution;

f. Addressing the unique requirements for industrial Customers;

g. Providing a process to quickly fill positions;

h. Providing visibility into weekly and daily resource loading schedules and the ability to adjust the schedules;

i. Accommodating multiple and varying work schedules;

j. Flagging Contingent Staff that require special review;

k. Providing additional information on applicants to assist hiring managers with evaluations;

l. Tracking the history of all Contingent Staff assignments at Customer locations; and

m. Providing collaborative features that reduce “telephone tag.”

4.9.2 Streamline the approval and billing process using:

a. Pre-established routing for approvals;

b. Desktop action list, email notification;

c. Automatic approval back-ups for manager absences; and

d. Tracking of Customer expenditures.

4.9.3 Automate time and expense capture and approval by:

a. Eliminating paper-intensive time capture;

b. Reducing audit requirements of the time capture and invoice process;

c. Providing statewide reporting, including transactional, financial, and performance metrics; and

d. Providing usage data immediately after payroll.

5 Interview of Prospective Contingent Staff The Customer shall have the right to interview all prospective Contingent Staff and to accept or reject any or all based upon the required skills and the background and experience of each individual.

6 Training Referred personnel shall be immediately productive, requiring minimal training and orientation. If, in the sole discretion of the Customer, extended training (over four (4) hours) is required, such as for an extended project or for any particular skill set, the Customer must include the extended training requirements in the original order issued to the Contractor for contingent staff. The Contractor may be required to pay the Contingent Staff for up to sixteen (16) hours (two (2) Business Days) of training, as determined by the Customer.

7 Hours of Work

7.1 Contractor shall verify work hours at the time the Customer order is placed. Work hours and holidays will vary dependent upon the Customer and Job Title. In addition to the holidays specified in section 110.117, F.S., Customers may have holiday(s) observed specifically by the Customer, which will be detailed in the Customer’s contract or purchase order.

7.2 Customers’ contracts and purchase orders may include requirements for weekend and overtime work.

7.2.1 Weekend work shall be defined as 12:00 a.m. on Saturday through 11:59 p.m. on Sunday during the same week. Weekend work shall not be considered overtime, unless the Contingent Staff exceeds forty (40) hours within the week during which the weekend work was performed.

7.2.2 Overtime shall be defined as hours worked in excess of forty (40) per week.

Should Contingent Staff work on a holiday (as specified in section 110.117, F.S., or on an individual Customer’s contract or purchase order), regular pay shall apply to all hours under forty (40), and time and a half shall apply for hours over forty (40). Overtime must be approved in writing, in advance, by the Customer in order to be reimbursable.

7.3 Lunch periods will range from thirty (30) to sixty (60) minutes and will be determined by the Customer. No payments shall be made for lunch periods.

7.4 Contingent Staff will receive one (1) 15-minute break in the morning and one (1) 15-minute break in the afternoon; the exact times of the breaks will be agreed to by the Contingent Staff and the Customer.

8 Transportation and Parking It will be the Contractor or the Contingent Staff’s responsibility to provide transportation to and from the required work location(s). Parking may or may not be provided and, if not, will be the responsibility of the Contractor or the Contingent Staff.

9 Contingent Staff Expenses Contractor shall be responsible for Contingent Staff expenses. Customers are not responsible for separately reimbursing the Contractor, Subcontractor(s), or Contingent Staff for travel expenses, unless authorized in writing at the time the Customer order is placed. If authorized by the Customer, bills for travel expenses shall be submitted in accordance with section 112.061, F.S., and may be submitted through the MS.

10 Contractor Single Point of Contract The Contractor shall designate a coordinator as a single point of contact (SPOC), as well as a backup, that will be accessible during Business Days, to receive employment requests and handle and assist with any and all inquiries regarding scheduling, billing, status of orders, availability, contract pricing, contract compliance requirements, reports, and problem solving. Contractor’s SPOC shall be available via a toll-free telephone number or email. The SPOC may have support staff that will serve as account managers for different Customers or designated multiple points of contact in order to best provide service.

11 Contingent Staff Requirements

11.1 Background Screening – The Contractor shall require that background checks, including criminal history checks, are conducted on Contingent Staff. Contingent Staff may be persons of special trust and may be required to undergo a Level II Background Check, as described in section 435.04, F.S. The cost of the background checks will be borne by the Contractor or its Subcontractors, not the

Department or Customer. The Contractor may not allow any Contingent Staff to provide services to Customers if such Contingent Staff does not meet the qualification standards established by the Customer.

11.2 Reporting of Criminal Matters – The Contractor shall require Subcontractors to report to Contractor any criminal matter in which the Contingent Staff assigned to a Customer has been involved. Criminal matters requiring reporting include an arrest, charge, indictment, information, conviction, plea of guilty or plea of no contest, regardless of whether adjudication is withheld and regardless of whether the criminal matter occurred within or outside the workplace. The Contractor shall require Subcontractors to report criminal matters, of which it has knowledge, no later than one (1) Business Day after the occurrence of the event and shall provide Subcontractors with contact information for reporting criminal matters. The Contractor shall notify the Customer no later than one (1) Business Day after the reporting by Subcontractor of any criminal matter.

11.3 Drug Testing – Drug testing requirements will vary for individual Customers throughout the State. The Customer will identify if there is a drug test requirement at the time the order is placed. These tests are normally conducted randomly, on a random number of Contingent Staff, in safety-sensitive positions, and consist of a urine sample. If a Contingent Staff fails a drug test, the Contingent Staff will no longer be eligible to provide services to the Customer under this Contract. The cost of the drug test shall be incurred by the Contractor.

11.4 Driving Qualification – If driving is required for a specific Job Title, the Contingent

Staff must have a valid driver’s license reflective of the class required to render the services. Any cost associated with confirming this qualification shall be borne by the Contractor.

11.5 Additional Certification(s) – Certain positions may require additional types of certifications, such as First Aid and CPR certification. Contingent Staff shall have these certifications prior to applying for such positions. Contingent Staff shall maintain and recertify these certifications at the Contractor’s or their own expense.

11.6 Dress and Equipment – Contingent Staff shall report to job assignments dressed appropriately and with the equipment specified by the Customer as being required to perform work in the Job Categories covered under this Contract. Field personnel are required to have safety shoes, at the expense of the Contractor, Subcontractor, or Contingent Staff. The safety shoes must meet American National Standards Institute (ANSI) and Occupational Safety and Health Administration (OSHA) standards.

11.7 Communication Skills – Unless otherwise requested, all Contingent Staff must be able to read, write, speak, and comprehend the English language in accordance with the minimum requirements of the position description. If the Contractor provides Contingent Staff that are unable to read, write, speak, and comprehend the English language, in the Customer’s sole discretion, the Contractor will refund any fees and wages incurred.

11.8 Courtesy and Cordiality Towards All Others – Contingent Staff shall be respectful of all people with whom they interact, including Customer employees.

11.9 Customer’s Right of Refusal – The Contractor will be given between four (4) business hours and one (1) Business Day to confirm availability of a Contingent Staff to fill a request. However, if the Customer and Contractor agree that a position is “hard-to-fill,” the Customer may allow up to five (5) Business Days for the Contractor to confirm availability of a Contingent Staff. In the event that the Subcontractor is unable to fill the job request, the Customer may cancel the request.

12 Subcontractor Management The Contractor shall monitor the performance of all Subcontractors and enforce all subcontract performance requirements. The Contractor shall notify the Department within 48 hours of conditions related to Subcontractor performance that adversely affect service delivery to Customers. Contractor acknowledges that it is responsible for compliance with the requirements of Section 3 above, whether the work is performed by it, its affiliate, or its Subcontractor(s).

12.1 In managing Subcontractors and performing its administrative responsibilities, the Contractor shall adhere to ethical standards contained in sections 112.313 and 112.3135, F.S., the Florida Code of Ethics for Public Officers and Employees.

12.2 The Contractor shall ensure that Contingent Staff are drawn from staff within the

Subcontractor network. Throughout the term of this Contract, the Contractor shall perform its responsibilities in a vendor-neutral manner.

12.3 The Contractor shall issue payments to Subcontractors in accordance with section

287.0585, F.S.

12.4 The Contractor is responsible for all services provided by the Subcontractors. The Contractor agrees that the Department shall not be liable to the Subcontractor in any way or for any reason under this Contract.

12.5 The Contractor shall develop a transparent and efficient method to add and terminate new and existing Subcontractors. Prior to delivery of Temporary Staffing Services, the Contractor shall obtain Department approval of its plan for adding and terminating new and existing Subcontractors. The Contractor shall provide notice within five (5) Business Days to the Department of new or terminated Subcontractors. The Department reserves the right to disallow the addition of a proposed new Subcontractor and to require removal of a Subcontractor at any time.

12.6 The Contractor may not subcontract or assign its administrative, management, or oversight responsibilities under this Contract without prior written approval of the Department. The Contractor may not provide its own Contingent Staff without prior written approval of the Department.

13 Contingent Staff Compliance Work policies, procedures, and standards established by the Customer shall be followed at all times. The Contingent Staff shall conform in all respects with regard to physical safety, security, and fire regulations while on the Customer’s premises. Contractor shall be responsible for obtaining all rules, regulations, policies, etc. from the Customer.

14 Confidentiality of Customer Information The Contractor shall ensure Contingent Staff’s compliance with all State and federal confidentiality requirements of the Department and Customer, including any requirements pertaining to protected health information (PHI), as defined in the Health Insurance Portability and Accountability Act of 1996 (HIPAA), if applicable. The Contractor shall comply with any additional confidentiality requirements set forth in the Customer’s contract or purchase order.

15 Replacement of Contingent Staff In the event any Contingent Staff fails to adhere to the Customer’s directions or safety, security, or fire regulations, or demonstrates that they are not qualified to perform the required duties, the Customer will notify the Contractor, who shall replace the Contingent Staff immediately or as directed by the Customer at no cost to the Customer, including, but not limited to, training time, background checks, ID badges, drug testing, etc.

15.1 Such notice and replacement requirements also apply to any Contingent Staff that leaves, for any reason, before the assignment is completed. When a Contingent Staff leaves, at any time, the Contractor shall be responsible for any unreturned keys, ID badges, etc. If such items are not returned to the Customer within five (5) working days, the Customer shall send an invoice to the Contractor for the exact replacement cost. The Contractor shall pay this invoice within fourteen (14) calendar days. If the Contractor has not paid the invoice within fourteen (14) calendar days, the Customer will have the option to deduct the exact replacement costs from the final invoice.

16 Mark-Up Rate The Contractor shall not exceed the Mark-Up Rates provided in its submitted Cost Proposal for both the initial and renewal terms for each Job Category unless the Mark-Up Rates are increased by a formal amendment to the Contract.

17 Mark-up Rate Adjustments Mark-Up Rates may be adjusted no earlier than twelve (12) months after the start date of the Contract, and annually thereafter, but no earlier than twelve (12) months after the effective date of the previous Mark-Up Rate adjustment. Mark-Up Rate increases must be supported by a change in Statutory Rate. When requesting a Mark-Up Rate increase, the Contractor shall submit a written justification to the Department’s Contract Manager detailing the increase in Statutory Rate, along with documentation of changes in taxes and fees required by federal and state employment laws.

The Department reserves the exclusive right to approve or deny any Mark-Up Rate adjustment request. Mark-Up Rate adjustments will not be considered if the Contractor has any contractual non-performance issues including, but not limited to, outstanding fees or monies due under this Contract or overdue reports or documentation, including, but not limited to, a Quarterly Sales Report or an MFMP Transaction Fee Report. Mark-Up Rate adjustments are effective only upon written approval by the Department and may not be applied retroactively. The Department reserves the right to request Mark-Up Rate decreases at any time during the term of the Contract if it is found to be in the best interest of the State. Mark-Up Rate decreases issued by the Contractor are permissible at any time during the initial and renewal terms.

18 Pricing Adjustments Pay Rates and Bill Rates (i.e., prices) may not be adjusted during the initial term of the Contract.

For the renewal term of the Contract, the prices will be the renewal term prices specified in the

Cost Proposal; however, the renewal term prices may be adjusted no earlier than twelve (12) months after the start date of the first renewal term, if any, and annually thereafter, but no earlier than twelve (12) months after the effective date of the previous price adjustment. Price increases must be supported by a change in the Wage Estimates for each Occupational Code and Job Title shown in the Cost Proposal. This information is published by the Florida Department of Economic Opportunity (DEO) and is available at https://floridajobs.org/workforce-statistics/data-center/ statistical-programs/occupational-employment-statistics-and-wages.

The change in Wage Estimates for the first price adjustment after the start date of the renewal term shall be determined using the Wage Estimates for the year in which the renewal term began and the Wage Estimates at the time of the price adjustment request. The change in Wage Estimates for second and subsequent price adjustments shall be determined using the latest Wage Estimates that were used to support the previous price adjustment and the latest available Wage Estimates at the time of the request.

When requesting a price increase, the Contractor shall submit a written justification to the Department’s Contract Manager detailing the reason(s) for the request; an increase in the Wage Estimates is not sufficient justification for a price increase by itself. Price increases shall not exceed the percent change in Wage Estimates or three percent (3%), whichever is less. The percent change in Wage Estimates shall be calculated using the following formula:

(𝐵𝐵 − 𝐴𝐴)

𝐴𝐴 = 𝑍𝑍

Where:

A = Wage Estimate at the time the renewal term began or previous price adjustment B = Wage Estimate at the time of price adjustment request Z = percent change in Wage Estimate

The percent change in Wage Estimate shall be individually calculated and applied to “Pay Rate, Entry” and “Pay Rate - Experience” for each Job Title. “Bill Rate, Entry” and “Bill Rate, Experienced” for each Job Title will be adjusted by applying the Mark-Up Rate to the adjusted “Pay Rate, Entry” and “Pay Rate – Experience,” respectively.

The Department reserves the exclusive right to approve or deny any price adjustment request.

Price adjustments will not be considered if the Contractor has any contractual non-performance issues including, but not limited to, outstanding fees or monies due under this Contract or overdue reports or documentation, including, but not limited to, a Quarterly Sales Report or an MFMP Transaction Fee Report. Price adjustments are effective only upon written approval by the Department and may not be applied retroactively. The Department reserves the right to request price decreases at any time during the term of the Contract if it is found to be in the best interest of the State. Price decreases issued by the Contractor are permissible at any time during the initial and renewal terms.

19 Job Title Adjustments The Contractor may add or remove Job Titles, subject to the approval of the Department.

Requests to add Job Titles must be supported by Customer needs, as demonstrated to and verified by the Department. Added Job Titles must appear on the most recent Wage Estimates published by DEO, which is available at https://floridajobs.org/workforce-statistics/data-center/ statistical-programs/occupational-employment-statistics-and-wages.

https://floridajobs.org/workforce-statistics/data-center/statistical-programs/occupational-employment-statistics-and-wages https://floridajobs.org/workforce-statistics/data-center/statistical-programs/occupational-employment-statistics-and-wages https://floridajobs.org/workforce-statistics/data-center/statistical-programs/occupational-employment-statistics-and-wages https://floridajobs.org/workforce-statistics/data-center/statistical-programs/occupational-employment-statistics-and-wages

20 Job Title Classification The Contractor will adhere to the description provided for each Job Title in Contract Exhibit C, Job Title Descriptions.

21 Job Title Misclassification If the Contractor, Subcontractor, or Contingent Staff is requested to act in a manner that will result in a misclassification of a position or a misapplication of a Pay Rate or Bill Rate to a position other than that established on the submitted Cost Proposal, the Contractor will immediately (within one

(1) Business Day) report the details of the event to the Department’s Contract Manager in writing.

The Contractor, Subcontractor, and Contingent Staff will take no further action on the request until they receive written instructions from the Department’s Contract Manager.

22 Minimum Wage, and Mandatory Health and Welfare Benefits The Contractor must meet all federal, State, and local requirements regarding minimum wage, and any mandatory health and welfare benefits. Pay Rates and Mark-up Rates will be adjusted in accordance with federal, state, and local requirements for minimum wage, living wage, and mandatory health and welfare benefit adjustments. The Contractor must submit to the Department’s Contract Manager detailed and sufficient documentation, including proof of changes, in support of requests to adjust the Pay Rate or Mark-Up Rate, in accordance with these federal, state, and local requirements.

23 Service Level Agreements and Financial Consequences The deliverables and associated performance standards for the Contract are outlined in the table below. Financial consequences will apply when the Contractor fails to meet the performance standards of the Contract deliverables, in accordance with section 287.058, F.S.

The State reserves the right to withhold payment or implement other appropriate remedies, such as Contract termination or nonrenewal, when the Contractor has failed to comply with these provisions of the Contract. The Contractor and the Department agree that these financial consequences for non-performance are an estimate of damages which are difficult to ascertain and are not penalties.

23.1 Financial consequences will be assessed for each individual failure and will apply to each target period beginning with the first full month or quarter of the Contractor’s performance, as applicable, and each and every month or quarter thereafter.

Deliverable Name Performance Metric Performance Due

Date

Financial Consequence for Non-Performance

1 Quarterly Sales Report

Submitted timely with the required information, in accordance with Section 23.1

On or before the 30th calendar day after the close of the State’s fiscal quarter

$250 per calendar day late

23.2 All financial consequences shall be paid via check or money order in U.S. Dollars, made out to the Department of Management Services, within thirty (30) calendar days after the required performance due date indicated in the table above.

Additional Customer-specific financial consequences may be set forth in the Customer’s contract or purchase order. The Customer may collect financial consequences by reducing payments to the Contractor or by requiring payment via check or money order in U.S. Dollars, made out to the Customer, within thirty

(30) calendar days after the Contractor’s failure to perform or comply.

24 Reporting Requirements The Contractor shall report information on orders received from Customers under the Contract.

The Contractor shall submit the following reports to the Department’s Contract Manager:

24.1 Quarterly Sales Report – The Contractor shall submit a Quarterly Sales Report electronically, in the required format, to the Department’s Contract Manager within thirty (30) calendar days after the close of each State Fiscal Quarter, as listed below. Initiation and submission of the Quarterly Sales Report is the responsibility of the Contractor, without prompting or notification by the Department. Sales will be reviewed on a quarterly basis. If no sales are recorded in two (2) consecutive

Service Level Agreement Report

Submitted timely with the required information, in accordance with Section 23.2

On or before the 15th calendar day after the close of each month

$250 per calendar day late

MFMP

Transaction Fee Reports

Submitted timely, in accordance with Section 23.3, Rule 60A-1.031(2), F.A.C., and paragraph 3.7 of Contract Exhibit B, Special Contract Conditions

On or before the 15th calendar day after the close of each month

$100 per calendar day late

Access to the Management System (MS)

98% uptime and network availability (number of hours MS was available ÷ number of hours expected availability, excluding scheduled downtimes), in accordance with Section 4.1

Calculated monthly

$500 per percentage point rounded to the next whole percentage point (with fractions rounded down to the next whole point) per month the metric is not met

5 Staff Performance

Maximum turnover rate of 8% (number of position turnovers due to inadequate performance, as determined by the Customers ÷ total number of positions filled), in accordance with Section 3.1

Calculated monthly $500 per month the metric is not met

Contract quarters, the Contractor may be placed in probationary status or the Department may terminate the Contract.

Quarter 1 (July-Sept.) – due 30 calendar days after the close of the quarter Quarter 2 (Oct.-Dec.) – due 30 calendar days after the close of the quarter Quarter 3 (Jan.-March) – due 30 calendar days after the close of the quarter Quarter 4 (April-June) – due 30 calendar days after the close of the quarter

24.2 Service Level Agreement Report – The performance metrics for deliverables set forth in Section 22, Service Level Agreements and Financial Consequences, above, shall constitute the Service Level Agreements for this Contract. The Contractor shall provide a report on Deliverable Nos. 4 and 5 to the Department no later than fifteen (15) calendar days following the close of each month.

Notwithstanding the information provided in the Contractor’s Service Level Agreement Report, the Department reserves the right to assess the applicable financial consequence when, in the Department’s sole discretion, the Contactor has failed to meet the performance metric for a deliverable.

24.3 MFMP Transaction Fee Report – The Contractor shall submit monthly MFMP

Transaction Fee Reports in the Department’s electronic format. Reports are due fifteen (15) calendar days after the end of each calendar month. For information on how to submit MFMP Transaction Fee Reports online, please reference the detailed fee reporting instructions and vendor training presentations available online at https://www.dms.myflorida.com/business_operations/state_purchasing/ myfloridamarketplace/mfmp_vendors/transaction_fee_and_reporting and https:// www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarket place/mfmp_vendors/training_for_vendors. Assistance with MFMP Transaction Fee Reports is also available from the MFMP Customer Service Desk by email at feeprocessing@myfloridamarketplace.com or telephone at 866-FLA-EPRO (866- 352-3776) from 8:00 a.m. to 6:00 p.m. ET.

24.4 Diversity Report – The Contractor shall report to each Customer, ten (10)

Business Days after the end of the State’s fiscal year, the spend with certified and other minority business enterprises. These reports shall include the period covered, the name, minority code, and Federal Employer Identification Number of each minority business utilized during the period; commodities and services provided by the minority business enterprise; and the amount paid to each minority business on behalf of each Customer ordering under the terms of this Contract.

24.5 Ad-Hoc Reports – The Department and Customers reserve the right to require ad hoc reports or additional sales information pertaining to this Contract and any resulting purchase orders or contracts with Customers at no additional cost to the Department or Customers. The Contractor must submit a report or information within five (5) business days after receipt of a Department or Customer request, unless otherwise approved by the Department or Customer.

25 Contractor Warranty Should any defect or deficiency in any deliverable, or the remedy of such defect or deficiency, cause incorrect data to be introduced into any Customer’s database or cause data to be lost, the Contractor shall correct and reconstruct, within the timeframe established by the Customer, https://www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarketplace/mfmp_vendors/transaction_fee_and_reporting https://www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarketplace/mfmp_vendors/transaction_fee_and_reporting https://www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarketplace/mfmp_vendors/training_for_vendors https://www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarketplace/mfmp_vendors/training_for_vendors https://www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarketplace/mfmp_vendors/training_for_vendors mailto:feeprocessing@myfloridamarketplace.com all production, test, acceptance, and training files or databases affected at no additional cost to the Customer.

26 Routine Communications All routine communications related to the Contract shall be sent to the Department’s Contract Manager. If any of the Contractor’s contact information changes during the life of the Contract, the Contractor shall notify the Department’s Contract Manager; such updates do not necessitate a formal amendment to the Contract. Communications relating to a Customer contract or purchase order should be addressed to the contact person identified in the contract or purchase order. Routine communications may be by email, regular mail, or telephone.

27 Business Review Meetings Each Contract quarter, the Department may request, and the Contractor shall provide, a business review meeting pertaining to the services provided under the Contract. The business review meeting may include, but is not limited to, the following:

• Successful completion of deliverables;

• Review of the Contractor’s performance;

• Review of minimum required reports;

• Any elevated Customer issues; and

• Review of continuous improvement ideas that may help lower total costs or improve business efficiencies.

28 Contract Transition Upon the expiration or termination of the Contract, the Contractor shall ensure a seamless transfer of Contract responsibilities to the Department or any subsequent vendor(s) as necessary to transition the services provided under the Contract. The Contractor agrees to cooperate with the Department and any subsequent vendor(s) to coordinate the transition, including, but not limited to, attending meetings and furnishing necessary information. The Contractor shall assume all expenses related to its obligations to assist in the Contract transition.

29 Request for Quote(s) (RFQ) Requirement

29.1 Customers needing temporary staffing services will issue a detailed RFQ that includes a term, service levels, educational qualifications and experience needed, each time they desire to solicit temporary staffing services.

29.2 The Customer shall send the RFQ to both Vendors, as required by section

287.056(2), F.S.

29.3 The specific format of the RFQ is left to the discretion of the Customer's

Contracting Officer. Pursuant to section 287.056(2), F.S., RFQs performed within the scope of this Contract are not independent competitive solicitations and are not subject to the notice or challenge provisions of section 120.57(3), F.S.

SP approved version 7‐1‐2019 1

SPECIAL CONTRACT CONDITIONS

JULY 1, 2019 VERSION

Table of Contents

SECTION 1. DEFINITION

SECTION 2. CONTRACT TERM AND TERMINATION

SECTION 3. PAYMENT AND FEES

SECTION 4. CONTRACT MANAGEMENT

SECTION 5. COMPLIANCE WITH LAWS

SECTION 6. MISCELLANEOUS

SECTION 7. LIABILITY AND INSURANCE…………………………………………………………………………………………….. 9

SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL

PROPERTY

SECTION 9. DATA SECURITY

SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS

SECTION 11. CONTRACT MONITORING

SECTION 12. CONTRACT AUDITS

SECTION 13. BACKGROUND SCREENING AND SECURITY

SECTION 14. WARRANTY OF CONTRACTOR’S ABILITY TO PERFORM

In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included herein by reference but is superseded in its entirety by these Special Contract Conditions.

Contract Exhibit B

SP approved version 7‐1‐2019 2

SECTION 1. DEFINITION.

The following definition applies in addition to the definitions in Chapter 287, Florida Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):

1.1 Customer.

The agency or eligible user that purchases commodities or contractual services pursuant to the Contract.

SECTION 2. CONTRACT TERM AND TERMINATION.

2.1 Initial Term.

The initial term will begin on the date set forth in the Contract documents or on the date the Contract is signed by all Parties, whichever is later.

2.2 Renewal.

Upon written agreement, the Department and the Contractor may renew the Contract in whole or in part only as set forth in the Contract documents, and in accordance with section 287.057(13), F.S.

2.3 Suspension of Work and Termination.

2.3.1 Suspension of Work.

The Department may, at its sole discretion, suspend any or all activities under the Contract, at any time, when it is in the best interest of the State of Florida to do so. The Customer may suspend a resulting contract or purchase order, at any time, when in the best interest of the Customer to do so.