E0104 - Vital Records Holdings.pdf

Contract Number E0104

Standard Contract Template (non CSP) Last Rev 02-24-2020

STATE OF FLORIDA

DEPARTMENT OF REVENUE

STANDARD CONTRACT

THIS CONTRACT is entered into between the State of Florida, Department of Revenue, hereinafter referred to as the "Department," and ShredQuick Inc. hereinafter referred to as the "contractor." As further agreed to and described in Section III. of this contract, this contract shall begin on April 1, 2020, or on the date on which the contract has been signed by the last party required to sign it, whichever is later, and shall end on March 31, 2023. For this contract, there shall be three (3) one (1) year optional renewal periods.

I. THE CONTRACTOR AGREES:

A. Contract Document

1. To provide commodities and services indicated on Attachment A in accordance with the terms and conditions specified in this contract. Purchase order(s) may be issued to the contractor annually. This contract was established by the following procurement method: Invitation to Bid (ITB# 19/20-01).

2. That the contract document consists of all attached documents, and that the order of precedence is established in Attachment B:

B. Governing Law

That this contract is executed and entered into in the State of Florida, and shall be construed, performed and enforced in all respects in accordance with Florida law including Florida provisions for conflict of laws. Venue shall be Tallahassee, Florida.

C. Invoicing and Travel

1. To submit bills for fees or other compensation for services or expenses in sufficient detail for a proper pre-audit and post-audit.

2. That where itemized payment for travel expenses are permitted in this contract, to submit bills for any travel expenses in accordance with section 112.061, Florida Statutes, or at such lower rates as may be provided in this contract.

3. That invoices shall be submitted to the following address:

N/A

D. Records and Retention

1. To establish and maintain books, records and documents (including electronic storage media) sufficient to reflect all income and expenditures of funds provided by the Department under this contract.

2. To retain, at no additional cost to the Department, all client records, financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to this contract for a period of five (5) years after completion of the contract, or if an audit has been initiated and audit findings have not been resolved at the end of five (5) years, the records and documents shall be retained until resolution of the audit findings or any litigation which may be based on the terms of this contract.

3. Upon demand and at no additional cost to the Department, the contractor will facilitate the duplication and transfer of any records or documents during the required retention period.

E. Audits, Inspections, Investigations and Monitoring

1. To allow public access to all documents, papers, letters, or other public records as defined in Chapter 119, Florida Statutes, made or received by the contractor in conjunction with this contract except that public records which are made confidential by law must be protected from disclosure. It is expressly understood that the contractor’s failure to comply with this provision shall constitute an immediate breach of contract for which the Department may unilaterally terminate the contract.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION

OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY

TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,

CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (850) 617-8347, or email: Sarah.Wachman.Chisenhall@floridarevenue.com, or Mail to: PO Box 6668, Tallahassee, FL 32314-6668.

DocuSign Envelope ID: 0B0362A4-A99C-4FBE-84F9-2485EE2D8B48 mailto:Sarah.Wachman.Chisenhall@floridarevenue.com

2. To assure that these records shall be subject at all reasonable times to inspection, review, copying, or audit by federal, state, or other personnel duly authorized by the Department.

3. To permit persons duly authorized by the Department to inspect and copy any records, papers, documents, facilities, goods and services of the contractor which are relevant to this contract; and to interview any clients, employees and subcontractor employees of the contractor to assure the Department of the satisfactory performance of the terms and conditions of this contract. Following such review, the Department will deliver to the contractor a written report of its findings and where appropriate, a request for the contractor to submit a corrective action plan (see subsection III.C.).

4. To comply and cooperate immediately with any inspections, reviews, investigations, or audits deemed necessary by the Office of the Inspector General (section 20.055, Florida Statutes), and/or the Auditor General of Florida.

5. To include the aforementioned audit, inspections, investigations and record keeping requirements in all subcontracts and assignments.

6. To provide a financial and compliance audit to the Department as specified in N/A and to ensure that all related party transactions are disclosed to the auditor.

F. Indemnification

NOTE: Except to the extent permitted by section 768.28, Florida Statutes, or other applicable Florida Law, Paragraphs I.F.1.

and 2. are not applicable to contracts executed between state agencies or subdivisions.

1. To be liable for and indemnify, defend, and hold the Department and all of its officers, agents, and employees harmless from all claims, suits, judgments, or damages, including attorneys’ fees and costs, arising out of any act, actions, neglect, or omissions by the contractor, its agents, or employees during the performance or operation of this contract or any subsequent modifications thereof.

2. That its inability to evaluate its liability or its evaluation of liability shall not excuse the contractor’s duty to defend and to indemnify within seven (7) days after notice by the Department by certified mail. After the highest appeal taken is exhausted, only an adjudication or judgment specifically finding the contractor not liable shall excuse performance of this provision. The contractor shall pay all costs and fees including attorneys’ fees related to these obligations and their enforcement by the Department. The Department’s failure to notify the contractor of a claim shall not release the contractor from these duties. The contractor shall not be liable for the sole negligent acts of the Department.

3. That it is an independent contractor and not an agent or employee of the Department.

G. Insurance

To provide continuous adequate liability insurance coverage during the existence of this contract and any renewal(s) and extension(s). By execution of this contract, unless it is a state agency or subdivision as defined by section 768.28(2), Florida Statutes, the contractor accepts full responsibility for identifying and determining the type(s) and extent of liability insurance necessary to provide reasonable financial protections for the contractor and the customers to be served under this contract.

Within five (5) business days of the execution of this contract, the contractor shall furnish to the contract manager, written verification supporting both the determination and existence of such insurance coverage. Such coverage may be provided by a self-insurance program established and operating under the laws of the State of Florida. The Department reserves the right to require additional insurance as may be specified in this contract.

H. Safeguarding State and Federal Confidential Information

To comply with all applicable state and federal laws, regulations and security controls related to access and use of confidential information obtained from individuals, businesses, state and federal resource information systems, information systems of other agencies, and from any other person, whether the information is maintained within the Department’s information systems or Contractor information system and devices or otherwise. Contractor acknowledges that the following managerial, operational and technical security controls are in place before and during Contractor or subcontractor staff access Department information sources.

1. Contractor shall restrict access to state and federal confidential information obtained under this Contract to staff authorized to perform their official duties under this Contract. Access and use of information is authorized only for the purposes described in this Contract. IF THERE IS ANY DOUBT WHETHER DISCLOSURE OF TAXPAYER OR CHILD SUPPORT PROGRAM INFORMATION IS AUTHORIZED, THE INFORMATION MUST NOT BE DISCLOSED. Any questions should be directed to the Department’s Contract Manager who will discuss the question with the Department’s Disclosure Officer within the Office of General Counsel.

2. All Contractor and subcontractor staff must review and acknowledge their understanding of Department policies and procedures related to safeguarding and disclosure of confidential information. Review and acknowledgement includes the requirements for protecting state and federal confidential information, information resources, and the civil penalties and criminal sanctions for misuse and unauthorized disclosure. The review and acknowledgement must be completed quarterly by taking the self-study courses provided through the Department’s Learning Management system (LMS) or an alternative delivery method as approved by the Department. See Attachment F, Required Training Courses, for the required courses under this Contract.

3. All Contract terms relating to confidential information and data security apply to the Contractor, the Contractor’s employees, agents, subcontractors and any other person who performs work under the Contract or subcontract.

4. Contractor facilities must have locks and other protective measures at all physical access points to prevent unauthorized access to computer and support areas containing state and federal confidential information at all times when not in use.

5. Printed documents containing confidential information must be safeguarded in a locked container or facility when not in use and transported securely only for purposes directly related to performing the work under the Contract.

6. Contractor may not access or transmit state or federal confidential information obtained under this Contract remotely through unsecure commercial or public accesses.

7. Access to Federal Tax Information (FTI) is / is not provided under this Contract. If access to FTI is provided under this Contract, either the provisions of Attachment G apply, as indicated on Page 11 of the Contract.

I. Assignments and Subcontracts

1. To neither assign the responsibility for this contract to another party, nor subcontract for any of the work contemplated under this contract without prior written approval of the Department, which shall not be unreasonably withheld. Any subcontract, sublicense, assignment, or other transfer of this contract occurring without prior approval of the Department shall be null and void.

2. To be responsible for all work performed and for all products produced pursuant to this contract whether actually furnished by the contractor or its subcontractors. Any subcontracts shall be evidenced by a written document. The contractor further agrees that the Department shall not be liable to the subcontractor in any way or for any reason. The contractor, at its expense, will defend the Department against such claims.

3. To make payments to any subcontractor within seven (7) working days after receipt of full or partial payments from the Department in accordance with section 287.0585, Florida Statutes, unless otherwise stated in the contract between the contractor and subcontractor. Failure to pay within seven (7) working days will result in a penalty that shall be charged against the contractor and paid to the subcontractor in the amount of one-half of one percent (.005) of the amount due per day from the expiration of the period allowed for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen percent (15%) of the outstanding balance due.

4. That the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this contract to another governmental agency in the State of Florida, upon giving prior written notice to the contractor. In the event the State of Florida approves transfer of the contractor’s obligations, the contractor remains responsible for all work performed and all expenses incurred in connection with the contract. This contract shall remain binding upon the successors in interest of either the contractor or the Department.

J. Return of Funds

To return to the Department any overpayments due to unearned funds or funds disallowed pursuant to the terms and conditions of this contract that were disbursed to the contractor by the Department. In the event that the contractor or its independent auditor discovers that an overpayment has been made, the contractor shall repay said overpayment immediately without prior notification from the Department. In the event that the Department first discovers an overpayment has been made, the contract manager, on behalf of the Department, will notify the contractor by letter of such findings. Should repayment not be made forthwith, the contractor will be charged at the lawful rate of interest on the outstanding balance after Department notification or contractor discovery.

K. Purchasing

1. To purchase articles which are the subject of or are required to carry out this contract from Prison Rehabilitative Industries and Diversified Enterprises, Inc., (PRIDE) identified under Chapter 946, Florida Statutes, in the same manner and under the procedures set forth in sections 946.515(2) and (4), Florida Statutes. For purposes of this contract, the contractor shall be deemed to be substituted for the Department insofar as dealings with PRIDE. This clause is not applicable to subcontractors unless otherwise required by law. An abbreviated list of products/services available from PRIDE may be obtained by contacting PRIDE at (850) 487-3774.

2. To purchase products and services available from the Blind or Handicapped in accordance with section 413.036(3), Florida Statutes, which states: "It is expressly understood and agreed that any articles that are the subject of, or required to carry out, this contract shall be purchased from a nonprofit agency for the Blind or for the Severely Handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in section 413.036(1) and (2), Florida Statutes; and for purposes of this contract the person, firm, or other business entity carrying out the provisions of this contract shall be deemed to be substituted for the State agency insofar as dealings with such qualified nonprofit agency are concerned." Additional information about the designated nonprofit agency and the products it offers is available at http://www.respectofflorida.org.

3. To procure any recycled products or materials, which are the subject of or are required to carry out this contract, in accordance with the provisions of sections 403.7065, and 287.045, Florida Statutes.

http://www.respectofflorida.org/

4. MyFloridaMarketPlace Fee

That the State of Florida has instituted MyFloridaMarketPlace, a statewide e-Procurement system. Pursuant to section 287.057, Florida Statutes, all vendors wishing to do business in Florida, must register through the MyFloridaMarketPlace website on the Internet unless exempt pursuant to 60A-1.031, F.A.C. Additionally, all payments made to a non-exempt vendor shall be assessed a Transaction Fee as described in 60A-1.031, F.A.C. (unless the fee is adjusted by the Florida legislature), which is paid to the State.

For payments made to the contractor through the State’s accounting system (FLAIR or its successor), the Transaction Fee shall be, when possible, automatically deducted from the payments to the contractor. If automatic deduction is not possible, the contractor shall pay the Transaction Fee following the process outlined in Rule 60A-1.031(2), F.A.C. This rule requires the contractor to submit reports on a periodic basis which identify payments received from State entities and then to submit payment of the Transaction Fee accordingly. By submission of these reports and corresponding payments, the vendor certifies their correctness. All such reports and payments are subject to audit by the State or its designee.

The contractor shall receive credit for any Transaction Fee paid for the purchase of any item(s) if such item(s) are returned to the contractor through no fault, act, or omission of the contractor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the contractor’s failure to perform or comply with specifications or requirements of the agreement. Failure to comply with these requirements shall constitute grounds for declaring the contractor in default and recovering re-procurement costs from the contractor in addition to all outstanding fees. CONTRACTORS DELINQUENT IN PAYING TRANSACTION FEES SHALL BE EXCLUDED FROM CONDUCTING

FUTURE BUSINESS WITH THE STATE.

L. Non-discrimination Requirements

That the contractor will not discriminate against any employee in the performance of this contract or against any applicant for employment because of age, race, religion, color, disability, national origin, marital status, sex or genetic information. The contractor further assures that all subcontractors, sub-grantees, or others with whom it arranges to provide services or benefits to participants or employees in connection with any of its programs and activities are not discriminating against those participants or employees because of age, race, religion, color, disability, national origin, marital status, sex or genetic information. This is binding upon the contractor employing fifteen (15) or more individuals.

M. Employment of Illegal Aliens

That unauthorized aliens shall not be employed by the contractor. The Department shall consider the employment of unauthorized aliens a violation of section 274A(e) of the Immigration and Nationality Act (8 U.S.C. 1324 a). Such violation shall be cause for unilateral cancellation of this contract by the Department.

That pursuant to Executive Order 11-02 signed on January 4, 2011, the contractor will utilize the E-verify system established by the U.S. Department of Homeland Security to verify the employment eligibility of its employees and subcontractors.

N. Independent Capacity of the Contractor

1. To act in the capacity of an independent contractor and not as an officer, employee of the State of Florida, except where the contractor is a state agency. Neither the contractor nor its agents, employees, subcontractors or assignees shall represent to others that it has the authority to bind the Department unless specifically authorized in writing to do so.

2. That this contract does not create any right to state retirement, leave benefits or any other benefits of state employees as a result of performing the duties or obligations of this contract.

3. To take such actions as may be necessary to ensure that each subcontractor of the contractor will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, or partner of the State of Florida.

4. That the Department will not furnish services of support (e.g., office space, office supplies, telephone service, secretarial or clerical support) to the contractor, or its subcontractor or assignee, unless specifically agreed to by the Department in this contract.

5. That all deductions for social security, withholding taxes, income taxes, garnishment or other court reductions in pay, contributions to unemployment compensation funds and all necessary insurance for the contractor, the contractor’s officers, employees, agents, subcontractors, or assignees shall be the sole responsibility of the contractor.

O. Sponsorship

That as required by section 286.25, Florida Statutes, if the contractor is a non-governmental organization which sponsors a program financed wholly or in part by state funds, including any funds obtained through this contract, it shall, in publicizing, advertising, or describing the sponsorship of the program, state: “Sponsored by (contractor's name) and the State of Florida, Department of Revenue.” If the sponsorship reference is in written material, the words “State of Florida, Department of

Revenue” shall appear in the same size letters or type as the name of the organization. Such sponsorship is subject to the prior written approval of the Department.

P. Publicity

That without limitation, the contractor and its employees, agents, and representatives will not, without the Department’s prior written consent in each instance, use in advertising, publicity or any other promotional endeavor any State of Florida mark, the name of the State of Florida’s mark, the name of the State of Florida or any State of Florida affiliate or any officer or employee of the State of Florida, or represent, directly or indirectly, that any product or service provided by the contractor has been approved or endorsed by the State of Florida, or refer to the existence of this contract in press releases, advertising or materials distributed to the contractor’s prospective customers.

Q. Final Invoice

To submit the final invoice for payment to the Department no more than (45) days after the contract ends or is terminated. If the contractor fails to do so, all rights to payment are forfeited and the Department will not honor any requests submitted after the aforesaid time period. Any payment due under the terms of this contract may be withheld until all reports, deliverables and tasks due from the contractor pursuant to this contract and necessary adjustments thereto have been approved by the Department.

R. Lobbying

To comply with the all applicable lobbying regulations, including sections 11.062 and 216.347, Florida Statutes, which limit the expenditure of contract funds for the purpose of lobbying the legislature, judicial branch, or a state agency in Florida.

S. Public Entity Crime

That pursuant to section 287.133, Florida Statutes, the following restrictions are placed on the ability of persons convicted of public entity crimes to transact business with the Department: When a person or affiliate has been placed on the convicted vendor list following a conviction for a public entity crime, he/she may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or the repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in section 287.017, Florida Statutes, for CATEGORY 2 for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.

T. Patents, Copyrights, Royalties and Rights to Products

1. That if any discovery or invention arises or is developed in the course of or as a result of work or services performed under this contract, or in any way connected herewith, the contractor shall refer the discovery or invention to the Department to be referred to the Florida Department of State to determine whether patent protection will be sought in the name of the State of Florida. Any and all patent rights accruing under or in connection with the performance of this contract are hereby reserved to the State of Florida.

2. That in the event that any books, manuals, films, or other copyrightable materials are produced, the contractor shall notify the Department for referral to the Florida Department of State. Any and all copyrights accruing under or in connection with performance under this contract are hereby reserved to the State of Florida.

3. That the contractor, if not a state agency, shall indemnify, save and hold the Department and its employees harmless from any liability whatsoever, including costs and expenses, arising out of any copyrighted, patented, or unpatented invention, process, or article manufactured or used by the contractor in the performance of this contract.

4. That the Department will provide prompt written notification to the contractor of any claim of copyright or patent infringement as provided in section 286.021, Florida Statutes. Further, if such claim is made or is pending, the contractor may, at its option and expense, procure for the Department, the right to continue use of, replace, or modify the article to render it non-infringing. If the contractor uses any design, device, or materials covered by letters, patent, or copyright, it is mutually agreed and understood without exception that the compensation paid pursuant to this contract includes all royalties or costs arising from the use of such design, device, or materials in any way involved in the work contemplated by this contract.

5. That if activities supported by this contract produce writing, sound recordings, pictorial reproductions, drawings or other graphic representations and works of any similar nature, the Department has the 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 Department do so.

U. Emergency Preparedness

That upon request from the Department, the contractor shall, within thirty (30) days of the execution of this contract, submit to the contract manager an emergency preparedness plan which shall include provisions for pre-disaster records protection, and an alternative recovery plan that will allow the contractor to continue functioning in compliance with the executed contract in the event of an actual emergency. The Department agrees to respond in writing within thirty (30) days of receipt of the plan accepting, rejecting, or requesting modifications. In the event of an emergency, the Department may exercise oversight authority over such contractor in order to assure implementation of agreed emergency relief provisions.

V. Criminal History Record Checks (CHRC)

That the Department requires national (Level 2) criminal history record checks on all contractor’s employees or subcontractor staff that have access to the Department’s facilities, confidential or sensitive information, or information systems, unless formally waived or exempted in writing by the Department.

That the requirements for such checks are outlined in Attachment D – Criminal History Record Check Requirements. This document is required for all contractors’ who have not been waived or exempted from the criminal history record check process.

That contractors’ employees shall be subject to new criminal history record checks every five (5) years from the prior criminal history record check as long as the contract is in effect.

That the Department reserves the right to require criminal history record checks at any time during the life of the contract. The contractor agrees to submit to any criminal history record checks upon written request from the Department. The cost of performing the criminal history record checks shall be borne by the contractor.

That the contractor shall utilize the CHRC fingerprinting entity designated by the Department, and understands that the results from the inquiry will be reported directly to the Department. All CHRC results are confidential and are used for the sole purpose of determining suitability to work.

That during the term of the contract, the contractor shall report to the Department in writing by sending an email to

CHRCcontractors@floridarevenue.com, the arrest, charge or notice to appear for an alleged violation of law in any state or other jurisdiction for any contractors’ employees or subcontractor staff assigned to this contract within one (1) business day of contractor’s knowledge. The notice shall include the contractor’s name, the contractor’s employee’s name, and the location and nature of the alleged violation. The Department reserves the right to immediately suspend or terminate contractor’s employees access if it is determined that the alleged violation conflicts with the scope of work described in this contract.

That the refusal of contractor (or its individual employees or subcontractors) to comply with this section of this contract may result in the immediate termination of the contract.

That it is the responsibility of contractor’s employees to contest, to their employer, any disqualification for work based on an alleged violation.

W. Access to Department Information Resources and Facilities

1. Any time during the life of the Contract, the Contractor may submit a request for specific authorized access to Department information resources and facilities for Contractor and subcontractor staff. Resources and facilities to which specific authorized access may be requested include but are not limited to:

• Office Buildings

• Restricted Rooms within Office Buildings

• Restricted Data

• Department Intranet

• Department Network

• Data Management Systems such as CAMS and SUNTAX

2. The Contractor shall submit in writing all initial requests (and changes) for access to Department facilities and information sources to the Department’s Contract Manager five (5) business days in advance of the requested effective date. The written request must include the name, position title, telephone number, E-mail address, and purpose for the access or change to access. Upon receipt of the request, the Department’s Contract Manager determines the appropriateness of each request.

3. The Contractor shall maintain a list of all persons accessing Contractor facilities where equipment and information in whatever form is maintained. The list shall include the name, position title, telephone number, email address, and purpose for access. The list must be provided to the Department’s Contract Manager within 10 days of the Contract effective date, and not less than annually thereafter. The Contractor shall provide the Department’s Contract Manager a current, up-to-date list within two business days of request. The Contractor agrees and understands contract staff are prohibited from accessing the Department facilities, network and information resources until the Department’s Contract Manager notifies the Contractor in writing access is approved.

4. Contractor shall notify in writing the Department’s Contract Manager immediately whenever Contractor or sub-contractor staff are terminated or leave the employment of the Contractor without notice.

mailto:CHRCcontractors@floridarevenue.com

5. Contractor shall notify the Department’s Contract Manager of a planned separation or reassignment or change to access previously granted to Contractor or subcontractor staff no less than five (5) business days in advance. The notification must include for each individual their name, position, telephone number, e-mail address, justification and nature of the change and effective date of the change.

6. In the event of a separation, reassignment or termination of Contractor or subcontractor staff, the Contractor must obtain and return all security identification and access devices given to the individual, and a written acknowledgement signed by the separating or terminated individual stating they understand they remain subject to the confidentiality provisions of this Contract, including but not limited to Section I.H.

7. Contractor and subcontractor staff must certify and provide documentation in advance of accessing the Department‘s information systems that all non-state owned equipment and devices accessing or storing information obtained under this Contract meet or exceed Federal technical security controls. All equipment and devices must have encryption and up-to-date anti-virus software. The Department shall verify these requirements are met no less than annually.

8. Contractor and subcontractor staff may not share user names, passwords, mobile devices (i.e. USB) or access security devices provided by the Department for specific access to Department facilities and information resources. The Department will terminate access or require corrective action if sharing occurs.

9. Any mobile computing device used by the Contractor to maintain or process information under the Contract shall be encrypted by the Contractor.

10. The Contractor shall ensure that any mobile storage device used to maintain or process information under the Contract has encryption technology enabled so that all content is encrypted while in transit and at rest.

11. The Contractor will comply with agency information technology security policies. The Contractor will know and comply with rules adopted by the Agency for State Technology or successor organization.

X. REPORTING FRAUD

That any detected or suspected fraudulent activity committed against the Department, using Department resources, or affecting Department services must be reported to Department immediately in one of the following ways:

a. Using SUNTAX.

o Individuals with access to SUNTAX will report tax violations using the Create Lead Referral action item within

SUNTAX.

b. Using Ethics Link.

o Individuals with access to the Department’s intranet will select a fraud incident type within Ethics Link to submit a report.

c. Directly to the Office of Inspector General by calling (850) 617-8152 or sending an email to Inspector General.

No individual shall be retaliated against for reporting suspected fraudulent activity or participating in the investigation of suspected fraudulent activity.

The Department will pursue available legal remedies to recover losses, if appropriate. Legal actions will be taken against consultants, vendors, contractor, contractor’s employees, or any other external parties and/or entities determined to be participants in fraud.

Y. FINANCIAL CONSEQUENCES

That the following financial consequences will apply for failure to comply with the terms and conditions of this contract:

If the Agency determines that the performance of the Contractor is unsatisfactory, the Agency may notify the Contractor of the deficiency to be corrected, which corrections shall be made within a time-frame specified by the Agency. The Contractor shall provide the Agency with a corrective action plan describing how the Contractor will address all issues of contract non-performance, unacceptable performance, and failure to meet the minimum performance levels, deliverable deficiencies or contract non-compliance. If the corrective action plan is unacceptable to the Agency the Contractor will be assessed a non-performance retainage equivalent to 10% 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 Agency for the retained amount during the next billing period. If the Contractor is unable to resolve the deficiency, the funds retained will be forfeited.

Z. Prohibition of Scrutinized Companies

That in accordance with section 287.135, F.S., the Contractor certifies (by signing this contract) that the company is not on the Scrutinized Companies with Activities in Sudan List; or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; and that it does not have business operations in Cuba or Syria; and that the company is not participating in a boycott of Israel. In the event, the contractor is placed on one of the scrutinized lists after execution of this contract, the contractor shall immediately report the action to the Department. If it is determined that a false certification was made by the contractor, the contractor is subject to the civil penalties and actions described in section 287.135(5), F.S.

http://dorweb01/isp/email/emailer.cfm?addr=DOREDANS

II. THE DEPARTMENT AGREES:

A. Contract Amount

To pay for contracted commodities and services according to the terms and conditions of this contract in an amount not to exceed the rates indicated on Exhibit 1 – Shredding Cost Per Pound by County and Provider, subject to the availability of funds. Any costs or services paid for under any other contract or from any other source are not eligible for payment under this contract.

B. Contract Payment

That pursuant to section 215.422, Florida Statutes, the Department has five (5) working days to inspect and approve goods and services, unless the bid specifications, purchase order, or this contract specify otherwise. With the exception of payments to health care contractors for hospital, medical, or other health care services, if payment is not available within forty (40) days, measured from the latter of the date a properly completed invoice is received by the Department or the goods or services are received, inspected, and approved, a separate interest penalty set by the Chief Financial Officer of Florida pursuant to section 55.03, Florida Statutes, will be due and payable in addition to the invoice amount.

Payments to health care contractors for hospital, medical, or other health care services, shall be made not more than thirty-five (35) days from the date eligibility for payment is determined. Financial penalties will be calculated at the daily interest rate of .03333%. Invoices returned to a contractor due to preparation errors will result in a non-interest bearing payment delay.

Interest penalties less than one (1) dollar will not be paid unless the contractor requests payment.

C. Vendor Ombudsman

That a Vendor Ombudsman has been established within the Florida Department of Financial Services. The duties of this office are found in subsection 215.422 (7), Florida Statutes, which include disseminating information relative to the prompt payment of this state and assisting vendors in receiving their payments in a timely manner from a state agency. The Vendor Ombudsman may be contacted at (850) 410-9724. An automated payment history line (850) 413-7269 is available for payment history and pending payment information.

III. THE CONTRACTOR AND DEPARTMENT MUTUALLY AGREE:

A. Effective and Ending Dates

That this contract shall begin on April 1, 2020, or on the date on which the contract has been signed by the last party required to sign it, whichever is later. It shall end on March 31, 2023. The State of Florida's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Legislature.

B. Contract Renewal

That in accordance with Florida Statutes and upon mutual agreement, the Department and the contractor may renew the contract, in whole or in part, for a period that may not exceed three (3) years or the term of the contract, whichever period is longer. The renewal may be divided into increments, may be for a complete term, or any combination thereof. Any renewal shall specify the renewal price, as set forth in the solicitation response. The renewal must be in writing and signed by both parties, and is contingent upon satisfactory performance evaluations and subject to availability of funds for this contract. For this contract, there shall be three (3) one (1) year optional renewal periods.

C. Corrective Action Plan

1. That should the Department identify any deficiency based on contract requirements, which the Department, in its sole discretion, deems to be of significant magnitude, the Department may notify the contractor of the deficiency and of the need to submit a corrective action plan (CAP).

2. That upon such notification, the contractor shall submit a formal written CAP within ten (10) business days of the date of the letter from the Department requiring submission of a CAP. The CAP shall be sent to the Department Contract Manager for review approval determination.

3. That the Department shall notify the contractor in writing of the acceptance or unacceptability of the CAP within ten (10) business days of receipt of the CAP. If the CAP is unacceptable, the Department shall provide a written statement identifying in reasonable detail, why the Department believes the CAP will not result in correction of the cited deficiencies.

The contractor shall have ten (10) business days from receipt of the rejection letter to submit a revised CAP or letter of explanation.

4. That upon acceptance of the CAP, the contractor shall have, at the discretion of the Department, up to sixty (60) calendar days to implement and successfully complete the agreed upon CAP. Acceptance of the CAP by the Department does not guarantee the implementation will result in elimination of future deficiencies.

5. That the CAP will remain in effect until all deficiencies are corrected. Updates on the status of the plan will be required as determined by the Department Contract Manager.

6. That the contractor’s failure to respond to a request for a corrective action plan or failure to meet the corrective action plan may result in termination of the contract, pursuant to the termination provisions set forth in this contract. The Department reserves the right to exercise other remedies as permitted by law.

D Termination

1. That this contract may be terminated by the Department without cause upon no less than sixty (60) calendar days’ notice in writing to the other party unless a shorter time is mutually agreed upon in writing.

2. In the event funds for payment pursuant to this contract become unavailable, the Department may terminate this contract upon no less than twenty-four (24) hours’ notice in writing to the contractor. The Department shall be the final authority as to the availability and adequacy of funds. In the event of termination of this contract, the contractor will be compensated for any work satisfactorily completed.

3. That this contract may be terminated for the contractor’s non-performance upon no less than twenty-four (24) hours’ notice in writing to the contractor. If applicable, the Department may employ the default provisions in Rule 60A-1.006(3), F.A.C.

Waiver of breach of any provisions of this contract shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms and conditions of this contract. The provisions herein do not limit the Department’s right to remedies at law or in equity.

4. That failure to have performed any contractual obligations with the Department in a manner satisfactory to the Department will be a sufficient cause for termination. To be terminated as a contractor under this provision, the contractor must have:

(1) previously failed to satisfactorily perform in a contract with the Department, been notified by the Department of the unsatisfactory performance, and failed to correct the unsatisfactory performance to the satisfaction of the Department; or

(2) had a contract terminated by the Department for cause.

5. That written notice of termination shall be delivered by U.S. Certified Mail, any expedited delivery service that provides verification of delivery, or by hand delivery to the Department Contract Manager or the representative of the contractor responsible for administration of the program as appropriate.

6. That this contract shall be terminated if contractor is determined placed on the list of Scrutinized Companies as described in section 287.135, Florida Statutes.

E. Renegotiations or Modifications

1. That modifications of provisions of this contract shall be valid only when they have been reduced to writing and duly signed by both parties. The rate of payment and the total dollar amount may be adjusted retroactively to reflect price level increases and changes in the rate of payment when these have been established through the appropriations process and subsequently identified in the Department’s operating budget.

2. That the parties agree to renegotiate this contract if federal and/or state revisions of any applicable laws, or regulations make changes in this contract necessary.

F. Notice

That any notice, that is required under this contract shall be in writing, and sent by U.S. Certified Mail, any expedited delivery service that provides verification of delivery, or by hand delivery. Said notice shall be sent by the Department to the representative of the contractor responsible for administration of the program, at the designated address indicated in III.G.3 and by the contractor, to the Department’s Contract Manager indicated in III.G.4.

G. Official Payee and Representatives (Names, Addresses, and Telephone Numbers):

1. The contractor name, as shown on page 1 of this contract, and mailing address of the official payee to whom the payment shall be made is:

ShredQuick Inc.

8374 Market St.

Lakewood Ranch, FL 34202

2. The name of the contractor’s contact person and street address where financial and administrative records are maintained is:

Angela Williams- Office Manager

ShredQuick Inc.

4908 Lena Rd.

Suite 101

Bradenton, FL 34211

3. The name, address, and telephone number of the representative of the contractor responsible for administration of the program under this contract is:

Angela Williams- Office Manager

ShredQuick Inc.

4908 Lena Rd.

Suite 101

Bradenton, FL 34211

941-755-2122

4. The name, address, and telephone number of the contract manager for the Department for this contract is:

Faith Ballard

2450 Shumard Oak Blvd

Building 2-1600

Tallahassee, FL 32399-0109

850-717-7545

5. Upon change of representatives (names, addresses, telephone numbers) by either party, notice shall be provided in writing to the other party and the notification attached to the originals of this contract.

H. All Terms and Conditions Included

This contract and its attachments, and any exhibits referenced in said attachments, together with any documents incorporated by reference, contain all the terms and conditions agreed upon by the parties. There are no provisions, terms, conditions, or obligations other than those contained herein, and this contract shall supersede all previous communications, representations, or agreements, either verbal or written between the parties. If any term or provision of this contract is legally determined unlawful or unenforceable, the remainder of the contract shall remain in full force and effect and such term or provision shall be stricken. Attachments and exhibits to this contract which apply, and therefore are incorporated by reference include (those indicated with a checked box ( ):

Applicable attachments: indicates the attachment applies to this contract.

Attachment # Attachment Title

Attachment A Scope of Work/Additional Provisions

Attachment B Order of Precedence (and Contract Content)

Attachment C Other – Required NAID Certification

Attachment D Criminal History Background Check Requirements

Attachment E Access to Department Information Resources and Facilities

Attachment F Required Training Courses

Attachment G Requirements for Contracts with Access to Federal Tax Information (FTI) (IRS Publication 1075 September 2016)

Exhibit 1 Cost per Pound by County and Provider

By signing this contract, the parties agree that they have read and agree to the entire contract, as described in Paragraph III.H. above.

IN WITNESS THEREOF, the parties hereto have caused this twenty-six (26) page contract to be executed by their undersigned officials as duly authorized.

CONTRACTOR:

FLORIDA DEPARTMENT OF REVENUE

SIGNED

BY:

SIGNED

BY:

NAME:

_________________________________ NAME: Clark M. Rogers

TITLE:

_________________________________ TITLE: Director, Office of Financial Management

DATE:

_________________________________ DATE: _________________________________

Contractor MFMP Vendor # (Federal EID # and MFMP Extension):

FLORIDA DEPARTMENT OF REVENUE

Office of the General Counsel

Date: _________________________________

Approved as to form and legal content

DocuSign Envelope ID: 0B0362A4-A99C-4FBE-84F9-2485EE2D8B48

3/17/2020 | 9:51 AM EDT

Office Manager

Angela Williams

3/25/2020 | 1:30 PM EDT 3/25/2020 | 1:32 PM EDT

Attachment A Scope of Work

The Department of Revenue (DOR) requires secured on-site shredding services to protect confidential taxpayer and client information. To meet DOR requirements for shredding of confidential documents, it is necessary for DOR to create an Agency Term Contract. The Department intends to create awards for all counties in Florida despite the fact the Department in not presently located in all counties. These awards are being created in the event a new site is placed in a county where services are not currently offered, and/or if another governmental entity requests that this contract be certified for use in that portion of the state. ITB #19/20-01 Attachment 1 (Cost Information) and page 55 (DOR Office Locations) indicate which counties have DOR offices and the number of DOR staff assigned to each county or city noted. The shredding services shall comply with the latest version of IRS Publication 1075 (https://www.irs.gov/pub/irs-pdf/p1075.pdf). Awarded contractor shall be certified by the National Association of Information Destruction, Inc. (NAID- reference website http://www.naidonline.org).

As provided in Section 287.042(16), F.S., other state agencies may purchase from the resulting contract, provided that the Department of Management Services has determined that the contract’s use is cost-effective and in the best interest of the State. Upon such approval, the Contractor may, at its discretion, sell these commodities or services to additional agencies, upon the terms and conditions contained herein.