ITB 25 26 004 Two Way Radios.pdf

Initials

FLORIDA DEPARTMENT OF JUVENILE JUSTICE

September 26, 2025

Invitation to Bid (ITB) Solicitation

Included with this cover page, you have received solicitation documents for the following:

Solicitation No: DJJ-ITB-Two-Way Radios 25/26-004

Item(s) for Bid: Two-Way Radios, Non-Warranty Maintenance Services, and Programming

Commodity Code (s): 43191510, 72103302

Date and time proposals are due: October 24, 2025 @ 3:00 P.M. EST.

The solicitation documents you received are subject to change. After the proposer receives the single initial email notification of a solicitation from the Vendor Information Portal (VIP) and decides to submit a response, it is important that the proposers continually monitor the VIP system for any changes to this solicitation. It is the proposer’s responsibility to be aware of any changes posted to the VIP.

NOTE: REGISTRATION WITH THE DEPARTMENT FOR THIS SOLICITATION IS NOT A REQUIREMENT TO SUBMIT A PROPOSAL, HOWEVER, TO DO BUSINESS WITH THE STATE OF FLORIDA, PROPOSERS MUST BE REGISTERED IN MY FLORIDA MARKET

PLACE (MFMP) WITH A VALID FLORIDA W-9 ON FILE.

Complete written proposals are only acceptable via US Mail, private courier service, or hand-delivery to:

Department of Juvenile Justice Attention: Carol Walters, Purchasing Department Alexander Building, Suite 1400 2737 Centerview Drive Tallahassee, Florida 32399-3100

Each Proposer MUST provide the below contact information:

Company Name: ________________________________________________________________

Address: _______________________________________________________________________

City, State & Zip: ________________________________________________________________

Email: _________________________________________________________________________

Telephone: _____________________________________________________________________

Fax No: ________________________________________________________________________

Signed: _____________________________________ Dated: __________________________

Table of Contents

SCOPE OF SERVICES

SECTION 1. DEFINITIONS

SECTION 2. CONTRACT TERM AND TERMINATION

SECTION 3. PAYMENT AND FEES

SECTION 4. CONTRACT MANAGEMENT

SECTION 5. COMPLIANCE WITH LAWS

SECTION 6. MISCELLANEOUS

SECTION 7. LIABILITY AND INSURANCE

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

INTELLECTUAL PROPERTY

SECTION 9. DATA SECURITY

SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS

SECTION 11. CONTRACT MONITORING

SECTION 12. CONTRACT AUDITS

SECTION 13. BACKGROUND SCREENING AND SECURITY

SECTION 14. WARRANTY OF CONTRACTOR’S ABILITY TO PERFORM

PROCUREMENT RULES AND INFORMATION

Attachment - ITB TWO-WAY RADIO PRICE SHEET Attachment I - NON-COLLUSIVE AFFIDAVIT …………………………………………………… Attachment II- CONTACT FOR CONTRACT ADMINISTRATION……………………………...

Attachment III- INFORMATION PRICE SHEET ………………………………………………...

Attachment IV- INSTRUCTIONS FOR PREPARING YOUR PRODUCT INFORMATION

PRICE SHEET……

Attachment V - IDENTICAL TIE BIDS FORM…………………………………………… Attachment VI- CUSTOMER REFERENCES ……………………………………………………… Attachment VII – SAVINGS/DISCOUNT/PRICE REDUCTIONS ………………………………...

Attachment – CERTIFICATION REGARDING LOBBYING ………………………………… Attachment – DICLOSURE OF LOBBYINF ACTIVITIES …………………………………… Attachment – INSTRUCTIONS FOR COMPLETION OF SF-LL, DISCLOSURE OF

LOBBYING ACTIVITIES …………………………………………………………………………….

3 _______________

Proposer’s Initials

SCOPE OF SERVICES

Scope of Services The purpose of this Invitation to Bid (ITB) is to secure competitive bids from qualified vendors to supply and deliver Two Way Radios, and Non-Warranty Maintenance Services statewide, this includes Programming the Two-Way Radios to each of the DJJ Detention Centers. Upon which prices are bid, identified on the price sheet to The Department of Juvenile Justice. Contract(s) resulting from this ITB would be for a period of Three (3) years starting November 1, 2025, through November 30, 2028, with option to extend an equal number of years.

Hours of Service The Contractor shall provide their services primarily during the hours of 8:00 a.m. through 5:00 p.m., ET, Monday through Friday.

Performance Expectations & Services The Contractor shall designate a “Customer Service Manager” for this contract. The Customer Service Manager shall oversee the day-to-day delivery of services hereunder and shall be the point of contact for all operational issues that arise.

The Contractor shall furnish all necessary labor, equipment, material and supplies as required.

All services shall be performed by properly trained personnel in a manner consistent with the standards of performance set forth and in a manner that is skillful and workmanlike.

The Contractor and any of their employees, while performing work for the state, shall maintain a professional work ethic.

The Contractor’s personnel shall observe the Department’s normal rules and regulations as made known to the Contractor by the Department and, always, conduct themselves in a professional and appropriate manner.

The Contractor shall comply with all state rules, regulations, policies and procedures that apply.

The Contractor shall provide enough trained personnel needed to perform the non-warranty maintenance services statewide.

The Contractor shall be responsible for payment of all compensation, benefits and employer taxes relating to such persons (including Workers’ Compensation and Disability).

Further, the Contractor’s employees shall not be eligible for the Department’s employee benefits.

Equipment supplied temporarily to the Department by the Contractor shall, always, remain the property of the Contractor. Equipment supplied by the Department shall, always, remain the property of the Department.

The Contractor may not assign or subcontract all or any portion of this Contract without the advance written consent of the Department.

Deliverables The Contractor will work closely with the Department’s Contract Manager or designated representative so that all the Department customers receive the highest quality property handling service possible. The Contractor shall address all problems and disagreements regarding the overall services provided to the satisfaction of the Contract Manager or designee.

Any dispute concerning performance of the Contract shall be decided by the Department’s designated Contract Manager, who shall reduce the decision to writing and provide a copy to the Contractor. The decision shall be final and conclusive unless within twenty-one (21) days from the date of receipt, the Contractor files with the Department a petition for administrative hearing. The Department’s decision on the petition shall be final, subject to the Contractor’s right to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative remedies is an absolute condition precedent to the Contractor’s ability to pursue any other form of dispute resolution; provided, however, that the parties may employ the alternative dispute resolution procedures outlined in Chapter 120.

Without limiting the foregoing, the exclusive venue of any legal or equitable action that arises out of or relates to the Contract shall be the appropriate state court in Leon County, Florida; in any such action, Florida law shall apply, and the parties waive any right to jury trial.

The Contractor shall be responsible for the cost of replacement or any labor and replacement parts for repair of any electronic property damaged during maintenance. The Department shall have the option of deducting the costs of all repairs or replacements completed from the total job or requiring the Contractor to pay for the repairs and replacements.

The respective party shall endeavor to give prior notice to the other party of any change in the Contract Manager or Customer Service Manager.

The Contractor shall be contacted regarding Two Way Radios, and non-warranty maintenance.

1. Contractor is required to be available 8:00 a.m. to 5:00 p.m., ET, Monday through Friday.

2. The Contractor must be able to supply the Two Way Radios, and non-warranty maintenance.

3. All questions or problems regarding sale of Two Way Radios, and non-warranty maintenance. shall be directed to the Contract Manager or their delegate.

4. The Department may cancel this contract at any time, without penalty.

Financial Consequences The Contract Manager shall periodically review the progress made on the activities and deliverables listed above. If the Contractor fails to meet and comply with the activities/deliverables established in the Contract or to make appropriate progress on the activities and/or towards the deliverables, and they are not resolved within two to three business days of notification, the Contract Manager may approve a reduced payment or request the Contractor redo the work or terminate the Contract. The Department reserves the right to withhold payment or implement other appropriate remedies when the Contractor(s) has failed to perform or comply with provisions of this contract.

If orders or services cannot be provided by the Contractor as outlined and agreed upon and services have to be supplemented by another source, the Contractor will be financially responsible for supplemental services obtained by the Department.

SECTION 1. DEFINITIONS.

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

1. "Buyer" means the entity that has released the solicitation. The “Buyer” may also be the “Customer” as defined in the PUR 1000 if that entity meets the definition of both terms.

2. “Breach of Contract” A failure of the Contractor(s) to perform in accordance with the terms and conditions of the contract which may result from this ITB.

3. “P-Card” Refers to the State of Florida’s purchasing card program, using the visa platform.

4. “Proposal” All information and materials submitted by a proposer in response to this solicitation.

5. "Procurement Officer" means the Buyer's contracting personnel, as identified in the Introductory Materials.

6. “Purchase Order” an electronic order issued via the MYFLORIDAMARKETPLACE eprocurement system. See PUR 1000, paragraph 2.

6. "Respondent" means the entity that submits materials to the Buyer in accordance with these Instructions.

7. "Response" means the material submitted by the respondent in answering the solicitation.

8. "Timeline" means the list of critical dates and actions included in the Introductory Materials.

SECTION 2. CONTRACT TERM AND TERMINATION.

2.1 Contract.

This solicitation shall be awarded an all or non-basis. It is desired to have a single overall bidder. A single, prime vendor is considered by the Department to be most advantageous or to constitute its best interest. On the Two-Way Radio price sheet (Attachment I) bidders shall provide a unit price for each item and delivery/shipping fee per each item. NOTE: Bidders must bid on all items for their proposal to be considered responsive. The delivery charge shall be free on board (FOB) destination. All delivery/shipping chargers, including freight, fuel surcharge, handling and distribution charges shall be included in the delivery/shipping charge.

Term will begin on November 1, 2025, through November 30, 2028, the date set forth in the Contract documents or on the date the Contract is signed by all Parties, whichever is later.

2.2 Renewal.

This contract shall have 2 one-year renewal options, at discretion of the Department, and consent of the successful contractor under the following conditions, unless terminated earlier by the Department under the terms provided herein:

Prices remain the same; or

Upon written request from successful Contractor, and upon mutual agreement between the parties, price increases may be approved. Requested price increases will be compared to current market. In the event the Department and the successful Contractor are unable to reach an equitable agreement, the contract will not be renewed. The Department and the Contractor may renew the Contract in whole or in part only as set forth in the Contract documents, and in accordance with section 287.057(13), F.S.

2.3 Suspension of Work and Termination.

2.3.1 Suspension of Work.

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

The Customer may suspend a resulting contract or purchase order, at any time, when in the best interest of the Customer to do so. The Department or Customer will provide the Contractor written notice outlining the particulars of the suspension.

After receiving a suspension notice, the Contractor must comply with the notice and will cease the performance of the Contract or purchase order. Suspension of work will not entitle the Contractor to any additional compensation. The Contractor will not resume performance of the Contract or purchase order until so authorized by the Department.

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 of Florida. If the Contract is terminated before performance is completed, the Contractor will 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 will become the property of the Customer and will be turned over promptly by the Contractor.

2.3.3 Termination for Cause.

If the performance of the Contractor is not in compliance with the Contract requirements or the Contractor has defaulted, the Department may:

(a) Immediately terminate the Contract.

(b) Notify the Contractor of the noncompliance or default, require correction, and specify the date by which the correction must be completed before the Contract is terminated.

(c) Take other action deemed appropriate by the Department.

2.3.4 Termination by Contractor.

The Contractor may terminate this Contract without cause for its convenience by giving no less than ninety (90) days written notice to the Department, unless both parties mutually agree in writing to a different notice period. The Contractor shall be operating in a state of compliance with the terms and conditions of the Contract at the time the notice is issued and shall remain compliant for the duration of the performance period. The Contractor shall notify the Department’s Contract Manager via the United States Post Office or delivery service that provides verification of delivery or hand delivery.

NOTE: This contract with the State of Florida will adhere to the instructions and policies set forth in PUR 1000 and PUR 1001:

The General contract Conditions are outlined in PUR 1000 which is a downloadable document incorporated in this bid by reference. There is no need to return this document with the bid response.

PUR 1000 – General Contract Conditions

The General Instructions to Respondents are outlined in PUR 1001 which is a downloadable document incorporated in this bid by reference.

PUR 1001 – General Instructions to Respondents https://www.dms.myflorida.com/content/download/2933/11777/PUR_1000_General_Contract_Conditions.pdf https://www.dms.myflorida.com/content/download/2933/11777/PUR_1000_General_Contract_Conditions.pdf https://www.dms.myflorida.com/content/download/2934/11780/PUR_1001_General_Instructions_to_Respondents.pdf

SECTION 3. PAYMENT AND FEES.

3.1 Pricing.

The Contractor will not exceed the pricing set forth on the Price Sheet.

3.2 Price Adjustment.

Upon successful award the contract shall be for a three (3) year term renewal option at the Departments discretion and the mutual consent of the awarded bidder.

The Department realizes the volatility of prices in the global market due to weather, rain fall, transportation costs, labor costs, and other factors that may be out of the control of the bidder(s) or his/her subcontractor(s). The Department will consider price adjustments upon thirty (30) day written request from the awarded bidder after the first six (6) months of the effective date of the contract award and on a semi-annual basis thereafter. The Contractor will also submit for consideration a report in excel format indication by line item the previous six (6) months cost along with suppliers submitted new costs for the next six

(6) months for consideration. The report excel format will show all items awarded by the Department. The contractor will indicate for each item the next six (6) months cost period whether the supplier is requesting an increase or decrease in costs. The Department will notify the Contractor within ten (10) business days from the date of notification except for the State’s Official Holidays including Saturday and Sunday of its acceptance or rejection for the proposed prices changes. The Department shall inform the contractor in writing if any or all proposed price changes are not accepted. The Department will require price adjustments to be based on an appropriate, related index or market prices for comparable gods or services (i.e., Fixed price contract prospective price redetermination.)

3.2.1 Quantity Discounts.

Contractor may offer additional discounts for items listed on the price sheet.

3.2.2 Price Determination.

A single award shall be made to the responsive bidder offering the lowest over all cost on an “all or none” basis for items requested in this ITB. In the event the low-cost bidder is found non-responsive, the Department may proceed to the next lowest cost responsive bidder and continue the award process.

Firm prices shall be bid. Bidders shall provide a price and delivery/shipping charge for each item. The delivery/shipping charge shall be free on broad (FOB) destination. All transportation charges, including freight, fuel surcharge, handling and distribution charges shall be included in the delivery/shipping charge.

3.2.3 Sales Promotions.

In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, the Contractor may conduct sales promotions involving price reductions for a specified lesser period. The Contractor must 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 for compensation for delivery of products or services in detail sufficient for a proper pre-audit and post-audit thereof.

Invoices will be paid upon receipt, inspection and acceptance of product or service confirmed by the Customer.

The Contractor agrees to request compensation through submission to the Department of the invoice properly completed and submitted electronically to the designee within fifteen (15) days following the end of month for which payment is being requested. The Contractor’s invoice shall include the Contractors name.

mailing address, and tax ID number/FEIN as well as the contract number and date of invoice period. Every invoice must be accompanied by the appropriate supporting documentation.

3.4 Purchase Order.

A Customer may use purchase orders to buy commodities or contractual services pursuant to the Contract and, if applicable, the Contractor must provide commodities or contractual services pursuant to purchase orders. Purchase orders issued pursuant to the Contract must be received by the Contractor no later than the close of business on the last day of the Contract’s term. The Contractor is required to accept timely purchase orders specifying delivery schedules that extend beyond the Contract term even when such extended delivery will occur after expiration of the Contract.

Purchase orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions of the Contract shall survive the termination or expiration of the Contract and apply to the Contractor’s performance. The duration of purchase orders for recurring deliverables shall not exceed the expiration of the Contract by more than twelve months. Any purchase order terms and conditions conflicting with these Special Contract Conditions shall not become a part of the Contract.

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 of Florida or an 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), F.S. All payments issued by Customers to registered Vendors for purchases of commodities or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law.

Vendors must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees when automatic deduction becomes available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and payments will be subject to audit. Failure to comply with the payment of the Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor in default and subject the Vendor to exclusion from business with the State of Florida.

3.8 Taxes.

Taxes, customs, and tariffs on commodities or contractual services purchased under the Contract will not be assessed against the Customer or Department unless authorized by Florida law.

3.9 Return of Funds.

Contractor will return any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Contract that were disbursed to the Contractor. The Contractor must return any overpayment within forty (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 MANAGEMENT.

4.1 Composition and Priority.

The Contractor agrees to provide commodities or contractual services to the Customer as specified in the Contract. Additionally, the terms of the Contract supersede the terms of all prior agreements between the Parties on this subject matter.

4.2 Notices.

All notices required under the Contract must be delivered to the designated Contract Manager in a manner identified by the Department.

4.3 Department’s Contract Manager.

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

Jack Finley, Analyst II Brad Stallings, Operations & Consultant MGR Facility Services, Knight Building Department of Juvenile Justice Department of Juvenile Justice Knight Building’2737 Centerview Drive 2737 Centerview Drive Tallahassee, Florida 32399-3100 Tallahassee, Florida 32399-3100 Phone 850-717-2526 Phon: 850-717-2788

The Contract manager will be responsible for the following:

1. Serve as the liaison between the Department and the Contractor.

2. Submit requests to the Purchasing Director, and or Contract

Administrator for processing of all change orders or amendments, renewals, and termination of this contract.

3. Verify of receipt of deliverables from the contractor.

4. Monitor the Contractors performance and maintain the official records of all correspondence between the Department and the Contractor.

5. Responsible for tracking expenditures.

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

4.4 Diversity.

4.4.1 Office of Supplier Diversity.

The State of Florida supports its diverse business community by creating opportunities for woman-, veteran-, and minority-owned small business enterprises 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 osdinfo@dms.myflorida.com.

4.4.2 Diversity Reporting.

Upon request, the Contractor will report to the Department their spend with business enterprises certified by the OSD. These reports must include the time 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 agency purchasing under the Contract.

4.6 RESPECT.

Subject to the agency determination provided for in section 413.036, 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 RESPECT and the commodities or contractual services it offers is available at https://www.respectofflorida.org.

mailto:osdinfo@dms.myflorida.com http://www.respectofflorida.org/

4.7 PRIDE.

Subject to the agency determination provided for in sections 287.042(1) and 946.515, 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 https://www.pride-enterprises.org.

SECTION 5. COMPLIANCE WITH LAWS.

5.1 Conduct of Business.

The Contractor must 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 must comply with section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran’s status. The provisions of subparagraphs 287.058(1)(a)-(c), and (g), F.S., are hereby incorporated by reference.

5.2 Dispute Resolution, Governing Law, and Venue.

Any dispute concerning performance of the Contract shall be decided by the Department's designated Contract Manager, who will reduce the decision to writing and serve a copy on the Contractor. The decision of the Contract Manager shall be final and conclusive. Exhaustion of this administrative remedy is an absolute condition precedent to the Contractor's ability to pursue legal action related to the Contract or any other form of dispute resolution. The laws of the State of Florida 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 all privileges and rights relating to venue it may have under Chapter 47, F.S., 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.

http://www.pride-enterprises.org/

5.3 Department of State Registration.

Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert status, other than a sole proprietor, must provide the Department with conclusive evidence of a certificate of status, not subject to qualification, if a Florida business entity, or of a certificate of authorization if a foreign business entity.

5.4 Suspended, Convicted, and Discriminatory Vendor Lists.

In accordance with sections 287.042, 287.133, and 287.134, F.S., an entity or affiliate who is on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must notify the Department if it or any of its suppliers, subcontractors, or consultants have been placed on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor List during the term of the Contract.

5.5 Scrutinized Companies - Termination by the Department.

The Department may, at its option, terminate the Contract if the Contractor is found to have submitted a false certification as provided under section 287.135(5), F.S., or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, or to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel.

5.6 Cooperation with Inspector General and Records Retention.

Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor must provide any information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but will not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor will retain such records for the longer of five years after the expiration of the Contract, or the period required by the General Records Schedules maintained by the Florida Department of State, at the Department of State’s Records Management website. The Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other authorized State of Florida official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State of Florida which results in the suspension or debarment of the Contractor. Such costs will include but will not be limited to salaries of investigators, including overtime;

travel and lodging expenses; and expert witness and documentary fees. The

Contractor agrees to impose the same obligations to cooperate with the Inspector General and retain records on any subcontractors used to provide goods or services under the Contract.

SECTION 6. MISCELLANEOUS.

6.1 Subcontractors.

The Contractor will not subcontract any work under the Contract without prior written consent of the Department. The Contractor is fully responsible for satisfactory completion of all its subcontracted work. The Department supports diversity in its procurements and contracts, and requests that the Contractor offer subcontracting opportunities to certified woman-, veteran-, and minority-owned small businesses. The Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on certified small business enterprises available for subcontracting opportunities.

6.2 Assignment.

The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations under the Contract without the prior written consent of the Department. However, the Contractor may waive its right to receive payment and assign same upon notice to the Department. In the event of any assignment, the Contractor remains responsible for performance of the Contract, unless such responsibility is expressly waived by the Department. The Department may assign the Contract with prior written notice to the Contractor.

6.3 Independent Contractor.

The Contractor and its employees, agents, representatives, and subcontractors are independent contractors and not employees or agents of the State of Florida and are not entitled to State of Florida benefits. The Department and Customer will 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 its subcontracts under the Contract.

6.4 Inspection and Acceptance of Commodities.

6.4.1 Risk of Loss.

Matters of inspection and acceptance are addressed in section 215.422, F.S. Until acceptance, risk of loss or damage will remain with the Contractor. The Contractor will be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer will: record any evidence of visible damage on all copies of the delivering carrier’s bill of lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier’s bill of lading and damage inspection report.

mailto:osdhelp@dms.myflorida.com

6.4.2 Rejected Commodities.

When a customer rejects a commodity, Contractor will remove the commodity from the premises within ten (10) calendar days after notification of rejection, and the risk of loss will remain with the Contractor. Commodities not removed by the Contractor within ten (10) calendar days will be deemed abandoned by the Contractor, and the Customer will have the right to dispose of such commodities.

Contractor will reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of rejected commodities.

6.5 Safety Standards.

Performance of the Contract for all commodities or contractual services must comply with requirements of the Occupational Safety and Health Act and other applicable State of Florida and federal requirements.

6.6 Ombudsman.

A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this office are found in section 215.422, F.S., which include disseminating information relative to prompt payment and assisting contractors in receiving their payments in a timely manner from a Customer. The Vendor Ombudsman may be contacted at (850) 413-5516.

6.7 Time Is of the Essence.

Time is of the essence regarding every obligation of the Contractor under the Contract. Each obligation is deemed material, and a breach of any such obligation (including a breach resulting from untimely performance) is a material breach.

6.8 Waiver.

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

6.9 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 will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract did not contain the provision held invalid.

6.10 Cooperative Purchasing.

Pursuant to their own governing laws, and subject to the agreement of the Contractor, governmental entities that are not Customers may make purchases under the terms and conditions contained herein, if agreed to by Contractor. Such purchases are independent of the Contract between the Department and the

Contractor, and the Department is not a party to these transactions. Agencies seeking to make purchases under this Contract are required to follow the requirements of Rule 60A-1.045(5), F.A.C.

SECTION 7. LIABILITY AND INSURANCE.

7.1 Workers’ Compensation Insurance.

The Contractor shall maintain workers’ compensation insurance as required under the Florida Workers’ Compensation Law or the workers’ compensation law of another jurisdiction where applicable. The Contractor must require all subcontractors to similarly provide workers’ compensation insurance for all of the latter’s employees. In the event work is being performed by the Contractor under the Contract and any class of employees performing the work is not protected under Workers’ Compensation statutes, the Contractor must provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of employees not otherwise protected.

7.2 General Liability Insurance.

The Contractor must secure and maintain Commercial General Liability Insurance, including bodily injury, property damage, products, personal and advertising injury, and completed operations. This insurance must provide coverage for all claims that may arise from performance of the Contract or completed operations, whether by the Contractor or anyone directly or indirectly employed by the Contractor. Such insurance must include the State of Florida as an additional insured for the entire length of the resulting contract. The Contractor is responsible for determining the minimum limits of liability necessary to provide reasonable financial protections to the Contractor and the State of Florida under the resulting contract.

7.3 Florida Authorized Insurers.

All insurance shall be with insurers authorized and eligible to transact the applicable line of insurance business in the State of Florida. The Contractor shall provide Certification(s) of Insurance evidencing that all appropriate coverage is in place and showing the Department to be an additional insured.

7.4 Performance Bond.

Unless otherwise prohibited by law, the Department may require the Contractor to furnish, without additional cost to the Department, a performance bond or irrevocable letter of credit or other form of security for the satisfactory performance of work hereunder. The Department shall determine the type and amount of security.

7.5 Indemnification.

To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and hold the Customer and the State of Florida, its officers, employees, and agents harmless from all fines, claims, assessments, suits, judgments, or damages, including consequential, special, indirect, and punitive damages, including court costs and attorney’s fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret, or intellectual property right or out of any acts, actions, breaches, neglect, or omissions of the Contractor, its employees, agents, subcontractors, assignees, or delegates related to the Contract, as well as for any determination arising out of or related to the Contract that the Contractor or Contractor’s employees, agents, subcontractors, assignees, or delegates are not independent contractors in relation to the Customer. The Contract does not constitute a waiver of sovereign immunity or consent by the Customer or the State of Florida or its subdivisions to suit by third parties. Without limiting this indemnification, the Customer may provide the Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor’s sole expense, and (3) assistance in defending the action at Contractor’s sole expense.

7.6 Limitation of Liability.

Unless otherwise specifically enumerated in the Contract or in the purchase order, neither the Department nor the Customer shall be liable for special, indirect, punitive, or consequential damages, including lost data or records (unless the Contract or purchase order requires the Contractor to back-up data or records), even if the Department or Customer has been advised that such damages are possible. Neither the Department nor the Customer shall be liable for lost profits, lost revenue, or lost institutional operating savings. The Department or Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs, and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State.

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

INTELLECTUAL PROPERTY.

8.1 Public Records.

8.1.1 Termination of Contract.

The Department may terminate the Contract for refusal by the Contractor to comply with this section by not allowing access to all public records, as defined in Chapter 119, F. S., made or received by the Contractor in conjunction with the Contract.

8.1.2 Statutory Notice.

Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following applies:

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

THE TELEPHONE NUMBER, EMAIL ADDRESS, AND MAILING ADDRESS PROVIDED IN

THE RESULTING CONTRACT OR PURCHASE ORDER.

Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor shall:

(a) Keep and maintain public records required by the public agency to perform the service.

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

(c) Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law for the duration of the Contract term and following the completion of the Contract if the Contractor does not transfer the records to the public agency.

(d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency.

8.2 Protection of Trade Secrets or Otherwise Confidential Information.

8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information. If the Contractor considers any portion of materials to be trade secret under section 688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the Contractor must clearly designate that portion of the materials as trade secret or otherwise confidential when submitted to the Department. The Contractor will be responsible for responding to and resolving all claims for access to Contract-related materials it has designated trade secret or otherwise confidential.

8.2.2 Public Records Requests.

If the Department receives a public records request for materials designated by the Contractor as trade secret or otherwise confidential under Florida or federal law, the Contractor will be responsible for taking the appropriate legal action in response to the request. If the Contractor fails to take appropriate and timely action to protect the materials designated as trade secret or otherwise confidential, the Department will provide the materials to the requester.

8.2.3 Indemnification Related to Confidentiality of Materials.

The Contractor will protect, defend, indemnify, and hold harmless the Department for claims, costs, fines, and attorney’s fees arising from or relating to its designation of materials as trade secret or otherwise confidential.

8.3 Document Management.

The Contractor must retain sufficient documentation to substantiate claims for payment under the Contract and all other records, electronic files, papers, and documents that were made in relation to this Contract. The Contractor must retain all documents related to the Contract for five (5) years after expiration of the Contract or, if longer, the period required by the General Records Schedules maintained by the Florida Department of State available at the Department of State’s Records Management website.

8.4 Intellectual Property.

8.4.1 Ownership.

Unless specifically addressed otherwise in the Contract, the State of Florida shall be the owner of all intellectual property rights to all property created or developed in connection with the Contract.

8.4.2 Patentable Inventions or Discoveries.

Any inventions or discoveries developed in the course, or as a result, of services in connection with the Contract that are patentable pursuant to 35 U.S.C. § 101 are the sole property of the State of Florida. Contractor must inform the Customer of any inventions or discoveries developed or made through performance of the Contract, and such inventions or discoveries will be referred to the Florida Department of State for a determination on whether patent protection will be sought. The State of Florida will be the sole owner of all patents resulting from any invention or discovery made through performance of the Contract.

8.4.3 Copyrightable Works.

Contractor must notify the Department or State of Florida of any publications, artwork, or other copyrightable works developed in connection with the Contract. All copyrights created or developed through performance of the Contract are owned solely by the State of Florida.

SECTION 9. DATA SECURITY.

The Contractor will maintain the security of State of Florida data including, but not limited to, maintaining a secure area around any displayed visible data and ensuring data is stored and secured when not in use. The Contractor and subcontractors will not perform any of the services from outside of the United States, and the Contractor will not allow any State of Florida data to be sent by any medium, transmitted, or accessed outside the United States due to Contractor’s action or inaction. In the event of a security breach involving State of Florida data, the Contractor shall give notice to the Customer and the Department within one business day. “Security breach” for purposes of this section will refer to a confirmed event that compromises the confidentiality, integrity, or availability of data. Once a data breach has been contained, the Contractor must provide the Department with a post-incident report documenting all containment, eradication, and recovery measures taken. The Department reserves the right in its sole discretion to enlist a third party to audit Contractor’s findings and produce an independent report, and the Contractor will fully cooperate with the third party. The Contractor will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information.

SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS.

10.1 Gratuities.

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

10.2 Lobbying.

In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used for the purpose of lobbying the Legislature, the judicial branch, or the Department. Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from lobbying the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding the Contract after the Contract is executed and during the Contract term.

10.3 Communications.

10.3.1 Contractor Communication or Disclosure.

The Contractor shall not make any public statements, press releases, publicity releases, or other similar communications concerning the Contract or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with the Contract, without first notifying the Customer’s Contract Manager and securing the Customer’s prior written consent.

10.3.2 Use of Customer Statements.

The Contractor shall not use any statement attributable to the Customer or its employees for the Contractor’s promotions, press releases, publicity…