Elite Contract 44111513-17-01.pdf

Contract No. 44111513-17-01 Office Supplies

State Term Contract

No. 44111513-17-01 For

Office Supplies

This Contract is between the State of Florida, Department of Management Services (Department), an agency of the State of Florida and Elite Office and Business Solutions (Contractor), collectively referred to herein as the “Parties.”

The Contractor submitted a response to the Department’s solicitation, Request for Proposals No.

07-44111513-K for Office Supplies. After concluding all evaluations, the Department has determined that the Contractor’s response provides the best value to the State of Florida.

Accordingly, the Parties agree as follows:

I. Initial Contract Term

The Initial Contract Term shall be for five (5) years. The Initial Contract Term shall begin on April 18, 2017. The Contract shall expire on April 17, 2022 unless terminated earlier in accordance the General 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 the incorporated General 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 supersedes all prior agreements. All modifications to this Contract must be in writing and signed by all Parties.

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

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a) Exhibit A: General Contract Conditions

b) Exhibit B: RFP 07-44111513-K and any addenda in reverse order of issuance

c) Exhibit C: Contractor’s price sheet(s) to the RFP

d) Exhibit D: Contractor’s product catalog to the RFP

e) Exhibit E: Contractor’s proposal to the RFP

IV. Contract Management

Department’s Contract Manager:

Abraham Alvarado Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, Florida 32399-0950 Telephone: (850) 922-1214 Email: Abraham.Alvarado@dms.myflorida.com

Contractor’s Contract Manager:

Devonta Williams Elite Office and Business Solutions 504-A Capital Circle SE Tallahassee, Florida 32301 Telephone: (850) 320-6108 Email: DWilliams@ebsleaders.com

V. Statement of Work

The Contractor shall provide Office Supplies on a statewide basis for the following Product Categories:

Products Categories Breakroom & Cleaning Supplies

Folders, Binders & Accessories

Office Consumables (Art, Educational & Envelopes)

Office Equipment

IT Peripherals

Paper - Other (fewer than 10 cartons per order)

Paper – White, Recycled & Virgin (fewer than 10 cartons per order)

Toner (Original Equipment Manufacturer)

Toner (Remanufactured) mailto:Abraham.Alvarado@dms.myflorida.com mailto:DWilliams@ebsleaders.com

Office Supplies

VI. Product Categories

Examples of Product Categories contained in the Contract are included in the table below.

The table below is not meant to provide a comprehensive list of Products included in scope; it describes the most common types of Products (Product Sub-Categories) contained within each Product Category. Please note that calendar related items will be replaced yearly with the next calendar year’s version within the same Product category and related discount. The Department and the Contractor during the contract period may mutually agree to align any missing or new Product sub-categories or services into the Product Categories listed below.

The Department may use the S.P. Richards Product Categories and other Product wholesalers as a point of reference during this process.

Product Category Product Sub-Categories

Breakroom & Cleaning Supplies

• Hand Sanitizer, Paper Towels, Lysol Spray, Wipes, Dusters and Facial Tissue, Wastebaskets, Safety Supplies, All Wipes, Hand Soaps, Knives, Cutters, Blades and Scrapers, Computer Dust-off, Lysol, Clorox, Windex, Air Freshener, Dust Pans, Cleaning Supplies, Cups, Spoons, Forks, Plates, Bowls and Shredder bags

Folders, Binders & Accessories

• Manila File Folders, Hanging File Folders, Fastener Folder, Classification Folders, View Binders, Ring Binders, Report Covers, Files, File Folders, Pocket Files, Portfolios, Jackets, Inserts, Folder Frames, Dividers, Wallet Files, File Guides, File Indexes, Tabs, Tab Reinforcements, and Accessories

Office Consumables (includes Art, Educational &

Envelopes)

• Adhesives, Glues, Gluesticks, Adhesive Removers

• Appointment Books, Phone Message Books, Statement Books, Fax

Message Books, ‘While You Were Out’ Books, Forms, Dictionaries, Thesaurus, Diaries, Tickets, Reference Sets

• Archive Boxes, Cardboard Boxes, Storage Containers

• Award Frames, Displays, Plaques, Certificates

• Badges, Badge Holders, Lanyards

• Batteries, Chargers,

• Binder Clips, Paper Clips, Panel Clips, Pushpins, Thumbtacks, Safety

Pins, Rubber bands, Scissors, Shears, Cutters, Trimmers, Hole Punches (non-electric)

• Binders, Combs, Rings, Spines

• Bulletin Boards, Cork Boards, Easels, Easel Pads, Poster Boards

• Calendars, Desk pads, Refills, Planners

• Calculator Ink, Calculator Spools, Adding Machine Tape, Cash Register

Tape

• Camera Film

• Correction Fluid, Correction Tape, Correction Pens

• Erasers, Dry-Erase Erasers, Chalk, Crayons

• Ink Pads, Refills, Stamps

• Labels, Label Holders

• Mailing Tubes, Mailing Tubs, CD Mailers, Packaging, Fingertips, Letter

Openers, Moistener

• Markers, Highlighters

Office Supplies

• Envelopes

• Notebooks, Notepads, Pads of Paper, Post it Notes

• Office Organizers, Inboxes, Copyholders, Pen and Pencil Holders, Drawers, Desktop Shelves, Extension Cords

• Pencils, Pencil Erasers, Lead Refills, Pencil Sharpeners, Pens, Pen

Refills

• Protractors, Rulers, Yardsticks, Compasses, Engineer Triangles

• Ledgers, Tags, Sheet Protectors, Letters, Numbers, Fasteners, Fastener Bases, Clipboards, Flag Tape

• Signs, Sign Holder, Flyer Holders, Racks, Literature Displays, Name

Plates

• Staplers, Staples, Staple Removers

• Tape, Tape Dispensers, Embossing Tape, Velcro Products

• Transparency Film, Transparency Paper, Laminating Supplies, Laminating Pouches

• Art and Science Supplies

Office Equipment • Calculators, Easels, Pencil Sharpeners, Dividers, Carts, Hand Trucks, Hole Punches, Label Makers, Laminators, Shredders, Typewriters, Printers, Book Cases, Book Ends, Book Shelves, Chair mats, Clocks, Hooks, Lamps and Furniture

IT Peripherals • CDs, DVDs, Cassette Tapes, Tape Cartridges, CD and DVD Cases, CD and DVD Storage, VHS Tapes, Computer Disks and Diskettes, Computer Bags and Cases, Mouse, Keyboards, Keyboard Pads, Mouse pads, Camera Bags, Camera Cases

• Headsets, Headset Accessories, Headphones

• Surge Protectors, UPS Power Supply

• USB Drives, Flash Memory, Zip Disks

• IT Hardware / Software

Paper – Other • Art Paper, Construction Paper, Crepe Paper, Colored Paper, Photo Paper, Computer Paper and Specialty Paper

Paper – White, Recycled & Virgin

• Paper – 20# White, Recycled and Virgin Copy Paper, minimum 92 bright

Toner – Original Equipment

Manufacturer

• Original Equipment Manufacturer (OEM) - Toners, Cartridges, Fusers, Kits, Drums, Ribbons and Related Accessories

• Brands include but are not limited to: Hewlett Packard, Dell, Lexmark, Cannon, Brother, etc.

Toner – Remanufactured

• Remanufactured - Toners, Cartridges, Fusers, Kits, Drums, Ribbons, and Related Accessories

VII. Purchases Outside of Florida

With the consent of the Contractor, other governmental entities, including those located outside the State of Florida, may make purchases from this Contract under the terms and conditions stated in the Office Supplies solicitation No. 07-44111513-K.

Office Supplies

VIII. Recycled and Climate Friendly Products

The State supports and encourages initiatives to protect and preserve our environment. The Contractor is encouraged to offer Office Supplies with recycled content, climate friendly products and fulfill the intent of Section 287.045, Florida Statutes.

IX. Product List

The Contractor is required to provide and maintain a Product list with a minimum of 10,000 Products throughout the life of the Contract. The Product list will serve as the Contractor’s catalog and prices for the first year of the contract. At a minimum, the Product list shall include the following: Product Category, Product Description, Brand Name or Generic Product, UPC, GTIN (if available), Manufacturer Name, Manufacturer Number, SKU/Item Number, Unit of Measure, S.P. Richards Price or MSRP, MSRP % discount and final sell price to the Customer. Each Product Category must be listed on a separate tab. Ex: Office Supplies on Tab 1, Toner on Tab 2, etc. Where there is no S.P. Richards’ or other wholesaler’s price available, the MSRP shall be listed. If the Product is a Generic Product, then the Contractor is considered the Product manufacturer and their established, reasonable price shall be listed.

X. Delivery

The Contractor shall deliver within two business days for orders placed by 4:00 PM ET. The Contractor shall provide F.O.B., the place of destination, freight prepaid, terms for the Desktop Location, or an alternate location as specified by the Customer at no additional cost.

The Contractor shall not impose delivery charges for orders above $25.00 for the life of the contract, including all contract renewals and extensions excluding furniture deliveries and custom/special orders. The Contractor shall not impose a delivery charge greater than $40.00 for furniture deliveries which includes inside delivery, set-up, and removal of packing debris. For deliveries, the Contractor shall provide a packing label on the outside of each package shipped that contains the following information, at a minimum: Customer Name, Physical Address, Delivery Address, and Telephone Number. The Contractor shall provide a packaging slip in the inside of each package shipped that contains the following information, at a minimum: line item description, quantity ordered, quantity shipped, backordered products with expected delivery date, unit price, number of parcels, and purchase order or delivery order number.

XI. Returns

The Contractor shall provide a full credit and no restocking fee to Customers on all returns for products that are in their original packaging and in sellable condition. The original packaging may not have the Customer’s writing located on any Products. The Contractor shall provide a full credit and no restocking fee to Customers on all returns for products that are returned within 30 calendar days of delivery and/or products that are returned due to damage, incorrectly shipped, or due to a vendor’s order entry error. The Contractor shall have a restocking fee that does not exceed ten percent of the value of the product(s) to be restocked.

XII. Customer Service and Technical Resources

The Contractor shall provide a single point of contact for each Customer. The Contractor shall provide customer service representatives and technical resources by phone (toll-free), Office Supplies fax, and email to handle all orders and mitigate order-related technical issues from 8:00 AM to 5:00 PM ET, Monday through Friday, excluding State of Florida holidays.

XIII. Training

The Contractor shall provide at the Customer’s request, the necessary training at no additional cost, on all aspects of ordering, Product delivery, Product returns and customer service processes.

XIV. Product Substitutions

The Contractor shall not replace any ordered Product with an alternate Product without the prior consent of the Customer (e.g., no forced substitutions). The Contractor shall honor orders where the Customer agrees to use a higher-priced Product to fill the order and the Customer will be billed at the lower price of the Product that was out of stock.

XV. Marketing Materials

The Contractor shall obtain the Department’s approval prior to distributing any marketing materials to Customers.

XVI. Reports

The contractor shall submit the following reports:

a. Transaction Fee Reports Contractors will be required to pay the required Transaction Fees, as prescribed by rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law.

The Transaction Fees imposed shall be based upon the date of issuance of the payment.

The Contractor is required to submit monthly Transaction Fee Reports in electronic format. Reports are due fifteen (15) business days after the end of the reporting period.

For information on how to submit Transaction Fee Reports online, please reference the detailed fee reporting instructions and training presentations available on the MFMP website: MFMP Transaction Fee and Reporting. Assistance is also available with the Transaction Fee Reporting System from the MFMP Vendor Help Desk by email at feeprocessing@myfloridamarketplace.com, or by telephone at 866-FLA-EPRO (866- 352-3776) between the hours of 8:00 AM to 6:00 PM Eastern Time.

b. Contract Quarterly Sales Reports The Contractor agrees to submit a Contract Quarterly Sales Report, Attachment J to the DMS Contract Manager in the format to be provided by the Contract Manager fifteen business days after the close of the State Fiscal quarter (September 30, December 31, March 31, and June 30).

Reports must be submitted in MS Excel format. The report will include all sales (orders) from Customers received (associated with this contract) during the period. Initiation and submission of the Sales Report is the responsibility of the Contractor without prompting http://www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarketplace/mfmp_vendors/transaction_fee_reporting2 mailto:feeprocessing@myfloridamarketplace.com

Office Supplies or notification from the DMS Contract Manager. If no orders are received during the period, the contractor must submit a report stating that there was no activity.

Data elements to be included in the Contract Quarterly Sales Report are as follows:

Data Element Description

Order Date The date the order was received by the Contractor.

Order Number The identifier of the transaction that establishes the obligation for the Product or service. Typical Transactions may include purchase orders (PO) or Purchasing Card (PCard) transactions.

Product Category Product Category specific to this RFP (Office Consumables, Toner, etc.)

Product Description Nomenclature of the Product or service ordered.

Customer Type Classification of the Customer (Drop-down Menu provided):

• Agency,

• FL OEU Cities & Counties

• FL OEU Schools K-12

• FL OEU College & Universities

• FL OEU Not for Profit

Standard Product Code

An identifier used by the Office Supplies industry to describe the Product or service. UPC required, GTIN if available.

United Nations Standard Products and Services Code

(UNSPSC)

Taxonomy of Products and services for use in eCommerce. It is a four-level hierarchy coded as an eight-digit number, with an optional fifth level adding two more digits.

Manufacturer The original producer of the Product.

Manufacturer ID The alpha numeric code established by the manufacturer for the Product.

Quantity The amount of the Product or service ordered.

Unit of Measure Standard unit or system of units by means of which a quantity is accounted for and expressed (e.g., each, set, box, case, etc.)

Unit Price The cost of one unit of measure of an item.

Total Price The price paid for the items ordered; calculated as the unit price multiplied by the quantity ordered. This field is pre-calculated, no entry is required.

Reference Price The MSRP.

https://en.wikipedia.org/wiki/Taxonomy_(general) https://en.wikipedia.org/wiki/ECommerce

Office Supplies

Data Element Description

Savings Percentage Pre-calculated field representing the percentage difference between total price incurred by the order verses the price that would have been paid without the benefit of this contract.

Formula= ((Reference Price – Unit Price) / Reference Price)

c. Preferred Pricing Affidavit Requirement The Contractor agrees to submit to the Department, prior to contract execution and at least annually, a completed Preferred Pricing Affidavit.

d. Savings/Reductions Form The Contractor shall submit one (1) accurately completed PUR7064-Savings/Price Reductions form containing the required savings information for each Product Category offered and a method(s) for the Department to verify the savings information provided within 10 business days following Notice of Award of the contract, upon each request to renew and/or extend the contract, or upon any action that establishes or adjusts the prices under the contract.

e. Diversity Reporting The State of Florida is committed to supporting its diverse business industry and population through ensuring participation by minority, women, and veteran owned business enterprises in the economic life of the State. The State of Florida Mentor Protégé Program connects minority-, women-, and veteran business enterprises with private corporations for business development mentoring. The Department strongly encourages firms doing business with the State of Florida to consider this initiative. For more information on the Mentor Protégé Program, please contact the Office of Supplier Diversity at (850) 487-0915 or email: osdhelp@dms.myflorida.com.

Upon request, the Contractor shall report to each Customer, the Department, 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 Respondent utilized during the period, Commodities and services provided by the minority business enterprise, and the amount paid to each minority Respondent on behalf of each purchasing agency ordering under the terms of this Contract.

f. Ad hoc Report The Department may require additional ad hoc reports such as Contract sales information or special report requests. The Contractor shall submit these specific ad hoc requests within the specified amount of time as requested by the Department.

g. Backorder Fill Report Upon request, the Contractor shall provide the Department a report within five business days providing the following: the Product name and Product ID, reason for shortage, and plan of action when delivery may be expected or suggested replacement. The

Office Supplies

Contractor will ship backorders within five business days of the original order, unless special circumstances apply.

h. Reporting Schedule The contractor shall submit reports in accordance with the following schedule:

Report Period Covered Due Date(s) MFMP Transaction Report Calendar month 15 business days after close of the period Contract Quarterly Sales Report State Fiscal Quarter 15 business days after close of the period

PUR7064-

Savings/Reductions Form

Required upon contract award, prior to contract execution and required for quarterly price adjustments

10 business days after each action that adjusts prices

Diversity Report [submitted to the Customer]

State Fiscal Year 15 business days after close of the period

Preferred Pricing Affidavit Annual Contract anniversary date

Ad hoc Report As requested Specific and reasonable timeframe Backorder Fill Report As requested 5 business days upon request

XVII. Deliverables

The deliverables and criteria for evaluating successful completion of each deliverable are listed below:

a. Delivery Timing

The Contractor shall maintain a delivery timing rate of 95% or greater. On-time delivery is defined as delivery within two business days for orders placed by 4:00 PM ET. The delivery timing rate is calculated by the total number of orders delivered within 2 days divided by the total number of orders. Example: 99 orders delivered within 2 days/100 total orders = 99.0% on-time delivery. The Contractor shall submit to the Department the monthly report in Microsoft Excel that details the on-time delivery timing rate.

b. Order Filled and Delivered The Contractor shall maintain an order filled and delivered rate of 98% or greater. The order filled and delivered rate is calculated as the sum of Products filled and delivered divided by the total sum of Products ordered. The Contractor shall submit to the Department the monthly report in Microsoft Excel that details the order accuracy and fill rate. Example: 1,000 products filled and delivered divided by 1,015 products ordered = 98%.

c. Order Accuracy The Contractor shall maintain an order accuracy rate of 98% or greater. The order accuracy rate is calculated as 1 minus the sum of mishipped Products divided by the total sum of Products ordered. The Contractor shall submit to the Department the

Office Supplies monthly report in Microsoft Excel that details the order accuracy rate. Example: 1 minus 6 mishipped products divided by 600 products orders = 99%.

XVIII. Financial Consequences

The Contractor is required to meet the deliverables listed in the Contract. The Contractor is required to meet minimum service levels on standard contract orders only, special/custom orders (furniture and oversized items, custom printing orders and certain technology items).

Failure to meet the specified deliverables will result in the financial consequences to the State as shown in the chart below.

Deliverable First Failure

Second Failure

Third Failure

Fourth Failure

Fifth Failure*

Each Additional

Failure

Submission of required reports $0 $500 $500 $1,000 $2,000 $3,000

Delivery Timing

Less than 95% on time $0 $500 $1,000 $1,000 $2,000 $3,000

Order Filled and Delivered

Less than 98% filled and delivered

$0 $500 $1,000 $1,000 $2,000 $3,000

Order Accuracy

Less than 98% accurate $0 $500 $1,000 $1,000 $2,000 $3,000

*If the Contractor fails to meet the deliverables five or more times in a 12 month contract period, the State shall have grounds to initiate contract breach and termination proceedings.

The financial consequences will be paid via check or money order and made out to the Department of Management Services in US Dollars within 30 calendar days after the required report submission date. These consequences are individually assessed for failures over each 12 month period beginning with the first full month of contract performance and every 12 months thereafter.

XIX. Business Review Meetings

In order to maintain the partnership between the Department and the Contractor, each quarter the Department may request a business review meeting. The business review meeting may include, but is not limited to, the following:

• Successful completion of deliverables

• Review of Contractor’s performance

• Review of minimum required reports

• Addressing of any elevated Customer issues

Office Supplies

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

XX. Punch-out Catalog and Electronic Invoicing The Contractor shall supply a punch-out catalog. The punch-out catalog provides an alternative mechanism for suppliers to offer the State of Florida access to products awarded under the Contract. The punch-out catalog also allows for direct communication between the MyFloridaMarketPlace eProcurement System (MFMP) and a supplier’s ERP system, which can reflect real-time product inventory/availability information.

Through utilization of the punch-out catalog model, a Florida buyer will “punch out” to a Contractor’s website. Using the search tools on the Contractor’s Florida punch-out catalog site, the user selects the desired products and services. When complete, the user exits the Contractor’s punch-out catalog site and the shopping cart (full of products and services) is “brought back” to MFMP. No orders are sent to a Contractor when the user exits the Contractor’s punch-out catalog site. Instead, the chosen products and services are “brought back” to MFMP as Contract line items. The user can then proceed through the normal workflow steps, which may include adding/editing the items to a requisition or a purchase order. An order is not submitted to a Contractor until the buyer actually adds the line items to a requisition and the purchase order is approved and sent to the Contractor.

All Contractors who implement Punch-out catalog solutions will be subject to MFMPs Punch-out Audit functionality. MFMP has added functionality that will compare the price retrieved from a Contractor's Punch-out catalog to the corresponding contract price sheet. As items are transferred into MFMP from a monitored contract/Punch-out catalog, the item and item price will be automatically compared to the contract price sheet. The logic for the audit process includes mapping the following fields from the Punch-out catalog to the contract price sheet: Supplier Tax ID, Contract #, Supplier Part #, Supplier Aux # (if available), and Unit of Measure (UOM). When an item is evaluated, the following rules are applied:

Punch-out Catalog Item: Requisition Line Item Price:

Greater than price sheet Reduced to the base price from the price sheet

Less than price sheet Honored

Not Found on price sheet Honored

Matches price sheet N/A

The Contractor shall supply electronic invoices in lieu of paper-based invoices for those transactions processed through the MFMP. Electronic invoices shall be submitted to the

Office Supplies agency through the Ariba Network (AN) in one of three mechanisms as listed below.

Contractors can select the method that best meets their capabilities from the following list:

a. cXML (commerce eXtensible Markup Language) This standard establishes the data contents required for invoicing via cXML within the context of an electronic environment. This transaction set can be used for invoicing via the AN for catalog and non-catalog products and services. The cXML format is the Ariba preferred method for eInvoicing.

b. EDI (Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set (810) for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the AN for catalog and non-catalog Products and services.

c. PO Flip via AN The online process allows Contractors to submit invoices via the AN for catalog and non-catalog products and services. Contractors have the ability to create an invoice directly from their Inbox in their AN account by simply “flipping” the PO into an invoice. This option does not require any special software or technical capabilities.

For the purposes of this section, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the state and the third party provider of MFMP, a state Contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within the system the information outlined above. In addition, the

Contractor warrants and represents that it is authorized and empowered to and hereby grants the state and the third party provider the right and license to reproduce and display within the system the Contractor’s trademarks, system marks, logos, trade dress, or other branding designation that identifies the products made available by the Contractor under the Contract.

The Contractor will work with the MFMP management team to obtain specific requirements for the Punch-out Catalog and Electronic Invoicing.

The Contractor is required to provide additional Ordering Instructions on the Ordering Instructions form to identify persons responsible for answering questions about the response and administering the Contract and shall provide information necessary for placing orders under the Contract.

XXI. Use of S.P. Richards

The Department will use S. P. Richards’ retail pricing to provide a mechanism to manage pricing throughout the contract period. The Department reserves the right to use other wholesalers’ information and/or MSRP as a benchmark for pricing. Contractors are not required to use S.P. Richards as their wholesaler.

Office Supplies

XXII. Price and Product Adjustments

The discount proposed for each Product Category shall remain the same throughout the term of the Contract and for all renewals and extensions. The Contractor may submit updated pricing 45 days prior to the contract effective date. The Contractor must maintain prices for Brand Name and Generic Products for the first year of the Contract as proposed in the Products List. All pricing must be verifiable and auditable.

After the first anniversary of the Contract award, the Contractor may request the Department to approve updated Product final sell prices that reflects any updates to the S.P. Richards’ list, or Product manufactures’ prices if S.P. Richards is not available. The originally offered discounts cannot be decreased by the Contractor throughout the life of the Contract. The Contractor may submit updated price lists for approval on the first working day of each quarter for each calendar year. There will be no retroactive price increases allowed. If S.P.

Richards’, the Product manufacturers, or the Contractor’s prices decrease, the Contractor shall submit to the Department a revised Product List on a quarterly basis that reflects the lower prices for Department review and approval. Once approved, the Contractor shall update all systems to provide Customers the lower pricing within five (5) business days or on a date mutually agreed to by both Parties, which is sooner. The Contractor may submit additions and deletions to the product catalog on a quarterly basis.

XXIII. State of Florida Online Catalog

In addition to the Contractor’s Punch-out catalog in MFMP, the Contractor shall provide a specific online ordering portal (referred to as the online catalog) to the State of Florida containing only State of Florida items and prices. The Contractor will make available the online catalog that contains only items that are in the scope of the awarded Contract and will provide the same product catalog as used for the Punch-out catalog. For each item, the following information shall be provided at a minimum: item description, UPC, GTIN, if applicable, manufacturer name, manufacturer part number, unit of measure, list price and Contract price.

XXIV. Contract Products

The Contractor shall only offer Products awarded from this RFP on the Contractor’s punch-out and online catalogs for the State of Florida. Non-Contract Products will not be permitted and cannot be purchased under this contract.

XXV. Third Party Audits The Contractor shall maintain a Price Accuracy Rate of 98% or greater. The Contractor shall obtain a third party firm at no additional cost to the State to confirm the price accuracy of the Contractor’s Punch-out Catalog. The third party firm (to be approved by the Department) shall perform a quarterly audit with statistically relevant sample of contract items to confirm the accuracy of S.P. Richards Price or MSRP, MSRP % discount, and final sell price. Specifically, the third party firm will verify that the prices displayed on the Contractor’s catalog are less than or equal to the approved contract prices. The Department has defined

Office Supplies statistically relevant as a sample in which the confidence level is 95% with a 5% confidence interval. For example, statistically relevant sample for a catalog of 15,000 items would result in a sample size of 375. An example is provided at the following website: http://www.calculator.net/sample-size-calculator.html

The third party firm shall submit a quarterly report to the Department confirming the Contractor’s Price Accuracy Rate within 15 days after the close of each quarter. The Price Accuracy Rate shall be calculated using the following formula: Price Accuracy Rate = the number of audited items each quarter where the net price is less than or equal to the contract price divided by the number of audited items. Example:

Population size (# of items in the catalog) = 15,000

Sample size (from Calculator): 375

Number of catalog prices less than or equal to the approved contract prices = 370

Accuracy Rate = (370/375) = 98.6%

At a minimum, the quarterly report will identify items not in compliance with the contract terms, provide the date of the audit, and screenshots of the items on the Contractor’s website that were not in compliance with the contract terms. If the Department deems it is in the best interest of the state, the Department reserves the right to increase the frequency of the Third Party Audit.

XXVI. Purchasing Card Program

The State of Florida has implemented a purchasing card program, using the Visa platform.

Respondents may receive payments via the state’s Purchasing Card in the same manner as any other Visa purchases. Purchasing Card/Visa acceptance for purchase is a mandatory requirement for this Contract but is not the exclusive method of payment.

If the state changes its Purchasing Card platform during the term of Contract resulting from the RFP, the Contractor shall make any necessary changes to accommodate the state‘s new Purchasing Card platform within 30 days of notification of such change.

XXVII. Promotions

The Contractor may conduct promotions involving price reductions. Promotions offered shall only be for contract items.

XXVIII. Recall(s)

In the event there is a recall of any of the Commodities, any of its components or any parts of Commodity, the Contractor shall provide reasonable assistance to the Department in developing a recall strategy and shall cooperate with the Department and the Customer in monitoring the recall operation and in preparing such reports as may be required. Each Contractor shall, at the request of the Department or any Customer give the Department and http://www.calculator.net/sample-size-calculator.html

Office Supplies

EXHIBIT A

GENERAL CONTRACT CONDITIONS

Table of Contents

SECTION 1. DEFINITIONS

SECTION 2. STATE TERM CONTRACT

SECTION 3. PAYMENT AND FEES

SECTION 4. CONTRACT DOCUMENT

SECTION 5. CONTRACT MANAGEMENT

SECTION 6. COMPLIANCE WITH LAWS

SECTION 7. CONTRACTOR REQUIREMENTS

SECTION 8. WORKERS’ COMPENSATION AND GENERAL LIABILITY INSURANCE

SECTION 9. PUBLIC RECORDS AND TRADE SECRETS

SECTION 10. INTELLECTUAL PROPERTY

SECTION 11. SCRUTINIZED COMPANY LIST

SECTION 12. DATA SECURITY AND SERVICES

SECTION 13. RECORDS RETENTION

SECTION 14. GIFTS AND LOBBYING

SECTION 15. INSPECTION AND VENDOR OMBUDSMAN

SECTION 16. CONTRACT MONITORING

SECTION 17. CONTRACT AUDITS

SECTION 18. BACKGROUND SCREENING AND SECURITY

These General Contract Conditions supersede and replace in their entirety all General Contract Conditions, PUR 1000, which is incorporated by Rule 60A-1.002, F.A.C.

SECTION 1. DEFINITIONS.

The following definitions apply in addition to the definitions in Chapter 287, F.S., and Rule Chapter 60A-1, F.A.C.:

1.1 Customer.

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

1.2 State.

The State of Florida.

SECTION 2. STATE TERM CONTRACT.

2.1 Initial Term.

The initial term will begin on April 18, 2017 or on the date the Contract is signed by all Parties, whichever is later.

2.2 Renewal Term.

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 in its sole discretion suspend any or all activities under the Contract, at any time, when in the best interest of the State to do so. A Customer may suspend a purchase order, at any time, when in the best interest of the Customer to do so. The Department or Customer will provide the Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, the Contractor shall comply with the notice and shall not accept any purchase orders. Within 90 days, or any longer period agreed to by the Contractor, the Department or Customer will either (1) issue a notice authorizing resumption of work, at which time activity shall resume, or (2) terminate the Contract or purchase order. Suspension of work shall not entitle the Contractor to any additional compensation.

2.3.2 Termination for Convenience.

The Contract may be terminated by the Department in whole or in part at any time, in the best interest of the State. If the Contract is terminated before performance is completed, the Contractor shall be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the Contract price as the amount of work satisfactorily performed. All work in progress shall become the property of the Customer and shall be turned over promptly by the Contractor.

2.3.3 Termination for Cause.

If the Department determines that the performance of the Contractor is not satisfactory, the Department shall have the option of (a) immediately terminating the Contract, or (b) notifying the Contractor of the deficiency with a requirement that the deficiency be corrected within a specified time, otherwise the Contract will be terminated at the end of such time, or (c) take other action deemed appropriate by the Department.

SECTION 3. PAYMENT AND FEES.

3.1 Pricing.

The Contractor shall not exceed the pricing set forth in the Contract documents.

3.2 Price Decreases.

The following price decrease terms will apply to the Contract:

(a) Quantity Discounts. Contractor may offer additional discounts for one-time delivery of large single orders.

(b) Preferred Pricing. Consistent with the goals of section 216.0113, F.S., Contractor acknowledges and recognizes that the Department wants to take advantage of any improvements in pricing over the course of the Contract period. To that end, the pricing indicated in this Contract is a maximum guarantee under the terms of this clause.

Contractor’s pricing will not exceed, on an aggregate basis, the pricing offered under comparable contracts for public entities. Comparable contracts are those which are similar in size, scope and terms. The Contractor shall submit to the Department a completed Preferred Pricing affidavit form annually.

(c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. A Contractor shall submit documentation identifying the proposed (1) starting and ending dates of the promotion, (2) commodities or contractual services involved, and (3) promotional prices compared to then-authorized prices.

3.3 Payment Invoicing.

The Contractor will be paid upon submission of properly certified invoice(s) to the Customer after delivery and acceptance of commodities or contractual services is confirmed in writing by the Customer. Invoices shall contain detail sufficient for an audit and shall contain the Contract Number and the Contractor’s Federal Employer Identification Number.

3.4 Purchase Order.

A Customer may use purchase orders to buy commodities or contractual services. The Contractor shall provide commodities or contractual services pursuant to purchase orders.

The purchase order period of performance survives the expiration of the Contract. The duration of purchase orders shall not exceed the expiration of the Contract by more than 12 months.

3.5 Travel.

Travel expenses are not reimbursable unless specifically authorized by the Customer in writing, and may be reimbursed only in accordance with section 112.061, F.S.

3.6 Annual Appropriation.

Pursuant to section 287.0582, F.S., if the Contract binds the State or agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida’s performance and obligation to pay under the Contract is contingent upon an annual appropriation by the Legislature.

3.7 Transaction Fees.

The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), Florida Statutes. All payments issued by Agencies or Eligible Users to registered Vendors for purchases of commodities or contractual services shall be assessed Transaction Fees as prescribed by rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law. PCard purchases via this contract are not subject to the transaction fee. Vendors shall pay the Transaction Fees and agree to automatic deduction of the Transaction Fees, when automatic deduction becomes available. Vendors shall submit any monthly reports required pursuant to the rule. All such reports and payments shall be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions shall constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State.

3.8 Taxes.

The State of Florida is not required to pay any taxes, including customs and tariffs, on commodities or contractual services purchased under the Contract.

3.9 Return of Funds.

Contractor will return to the Department or Customer any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Contract that were disbursed to the Contractor by the Department or Customer. The Contractor shall return any overpayment to the Department or Customer within 40 calendar days after either discovery by the Contractor, its independent auditor, or notification by the Department or Customer, of the overpayment.

SECTION 4. CONTRACT DOCUMENT.

4.1 Composition and Priority.

The Contractor agrees to provide commodities or contractual services to the Customer within the manner and at the location specified in the Contract, and any attachments to the Contract. Additionally, the terms of the Contract supersede the terms of any and all prior agreements between the Parties.

4.2 Notices.

All notices required under the Contract shall be delivered to the designated Contract Manager by certified mail, return receipt requested, by reputable air courier service, email, or by personal delivery, or as otherwise identified by the Department.

SECTION 5. CONTRACT MANAGEMENT.

5.1 Department’s Contract Manager.

The Department’s Contract Manager, who is primarily responsible for the Department’s oversight of the Contract, will be provided in a separate writing to the Contractor upon Contract signing in the following format:

Abraham Alvarado Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, Florida 32399-0950 Telephone: (850) 922-1214 Email: Abraham.Alvarado@dms.myflorida.com

In the event that the Department changes the Contract Manager, the Department will notify the Contractor. Such a change does not require an amendment to the Contract.

5.2 Contractor’s Contract Manager.

The Contractor’s Contract Manager, who is primarily responsible for the Contractor’s oversight of the Contract performance, will be provided in a separate writing to the Department upon Contract signing in the following format:

Devonta Williams Elite Office and Business Solutions 504-A Capital Circle SE Tallahassee, Florida 32301 Telephone: (850) 320-6108 Email: DWilliams@ebsleaders.com

In the event that the Contractor changes the Vendor Contract Manager, the Contractor will notify the Department. Such a change does not require an amendment to the Contract.

5.3 Diversity Reporting.

The State of Florida supports its diverse business community by creating opportunities for woman-, veteran-, and minority-owned small businesses to participate in procurements and contracts. The Department encourages supplier diversity through certification of woman-, veteran-, and minority-owned small business enterprises, and provides advocacy, outreach, and networking through regional business events. For additional information, please contact the Office of Supplier Diversity (OSD) at osdhelp@dms.myflorida.com.

The Contractor shall report to the Customer its spend with business enterprises certified by the OSD. These reports must include the time period covered, the name and Federal Employer Identification Number of each business enterprise utilized during the period, commodities and contractual services provided by the business enterprise, and the amount paid to the business enterprise on behalf of each Customer purchasing under the Contract.

mailto:Abraham.Alvarado@dms.myflorida.com mailto:DWilliams@ebsleaders.com mailto:osdhelp@dms.myflorida.com

5.4 RESPECT.

In accordance with subsection 413.036(3), F.S., if commodities or contractual services required for the performance of the Contract are on the procurement list established pursuant to subsection 413.035(2), F.S., the following statement applies:

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE

THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS 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 commodities or contractual services it offers is available at http://www.respectofflorida.org.

5.6 PRIDE.

Notwithstanding a purchasing authority making reasonable sourcing determinations of need, price, and quality for products or services comparable in performance specifications, price and quality and in accordance with subsection 946.515(6), F.S., if commodities or contractual services required for the performance of the Contract is certified by or is available from Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE) and has been approved in accordance with subsection 946.515(2), F.S., the following statement applies:

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH

ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL

BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946,

F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH

IN SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT

THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE

PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED

FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE

CONCERNED.

Additional information about PRIDE and the commodities or contractual services it offers is available at http://www.pride-enterprises.org.

SECTION 6. COMPLIANCE WITH LAWS.

6.1 Conduct of Business.

The Contractor shall comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and authority. For example, the Contractor shall comply with Section 247A of the Immigration and Nationality Act, the Americans with Disabilities Act, Health Insurance Portability and Accountability Act, and all prohibitions http://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0400-0499/0413/Sections/0413.036.html http://www.respectofflorida.org/ http://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0900-0999/0946/Sections/0946.515.html http://www.pride-enterprises.org/ against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran’s status.

Pursuant to subsection 287.058(1), F.S., the provisions of subparagraphs 287.058(1)(a)- (c), and (g), F.S., are hereby incorporated by reference, to the extent applicable.

6.2 Notice of Legal Actions.

The Contractor shall notify the Department of any legal actions filed against it for a violation of any laws, rules, codes, ordinances or licensing requirements within 30 days of the action being filed. The Contractor shall notify the Department of any legal actions filed against it for a breach of a contract of similar size and scope to this Contract within 30 days of the action being filed. Failure to notify the Department of a legal action within 30 days of the action shall be grounds for termination for cause of the Contract.

6.3 Governing Law and Venue.

The laws of the State of Florida shall govern the Contract. The Parties submit to the jurisdiction of the courts of the State of Florida exclusively for any legal action related to the Contract. Further, the Contractor hereby waives any and all privileges and rights relating to venue it may have under Chapter 47, F.S., and any and all such venue privileges and rights it may have under any other statute, rule, or case law, including, but not limited to those based on convenience. The Contractor hereby submits to venue in the county chosen by the Department.

6.4 Independent Contractor.

The Contractor and its employees, agents, representatives, and subcontractors are not employees or agents of the Department and are not entitled to the benefits of State of Florida employees. The Department shall not be bound by any acts or conduct of the Contractor or its employees, agents, representatives, or subcontractors. The Contractor agrees to include this provision in all of its subcontracts under the Contract.

6.5 Waiver.

The delay or failure by the Department or Customer to exercise or enforce any rights under the Contract shall not constitute waiver of such rights.

6.6 Modification and Severability.

The Contract may only be modified by written agreement between the Department and the Contractor. Should a court determine any provision of the Contract is invalid, the remaining provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Contract did not contain the provision held invalid.

6.7 Time is of the Essence.

Time is of the essence regarding each and…