RFP 25-03_Exhibit 1_Draft Contract.pdf

RFP 25-03

Low-Code Application Development Services

Exhibit 1: Draft Contract 1 of 8

Exhibit 1: Draft Contract

1. GENERAL TERMS AND CONDITIONS

Pursuant to Rule 60A-1.002(7), Florida Administrative Code, the General Contract Conditions Form PUR 1000 (7/24) and Form PUR 7801 (7/24) are hereby incorporated into this Contract by reference as if fully stated herein. In the event of any conflict between the PUR 1000 or 7801 form and any Special Conditions attached by the Department, the Special Conditions will take precedence over the PUR 1000 or PUR 7801 Form(s) unless the conflicting term in the PUR Form(s) is required by law, in which case the term contained in the PUR 1000 or PUR 7801 will take precedence.

2. SPECIAL CONDITIONS

Pursuant to Pursuant to Rule 60A-1.002(7), Florida Administrative Code, all additional terms, conditions, exhibits, and attachments to this Contract are defined as “Special Conditions” for the purposes of the Rule.

2.1 Additional Definitions

This section augments PUR 1000 Section 1 Definitions. The following additional terms used herein are defined as follows:

(a) “Department” means the Florida Department of Citrus and is synonymous with “Customer” as used in PUR 1000.

(b) “Public Record” means as defined in Section 119.011, F.S.

2.2 Contract Term

This section augments PUR 1000 Section 4. Contract Term, Suspension, and Termination. This Contract shall become effective upon mutual execution of the Parties on May 20, 2026, and shall expire on June 30, 2027.

2.3 Contract Renewal

This section augments PUR 1000 Section 4. Contract Term, Suspension, and Termination. The Parties, subject to approval of the Florida Citrus Commission, may renew this Contract by written mutual agreement for a period not to exceed an additional three (3) years from the initial term. In the event of non-renewal, no notice is required between the Parties.

3. CONFIDENTIALITY/PUBLIC RECORDS

This section augments PUR 1000 Section 10. Public Records.

A. Contractor acknowledges that Department is a public agency subject to Chapter 119, F.S., Florida’s Public Records Act, and that documents provided to Department, absent statutory exemption, will be considered public records subject to disclosure under Florida’s Public Records Act. Contractor acknowledges it is familiar with Chapter 119, F.S., and to the extent its seeks to protect from disclosure any document provided to Department, the burden will be on

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Contractor to establish that such documents qualify for exemption from disclosure under Chapter 119, F.S. Contractor further agrees that it will inform any third parties with whom it contracts in order to carry out its duties and obligations under this Agreement of the requirements of Chapter 119, F.S., including Contractor’s and Department’s obligations under Chapter 119, F.S., to produce records created, sent or received by Contractor or Department, absent statutory exemption.

B. Contractor acknowledges that pursuant to Chapter 119, F.S., Department has a duty to allow public access to all documents, including, but not limited to, invoices, vouchers, payroll information, insurance information and other public records created in conjunction with this Contract. Contractor shall comply with Chapter 119, F.S., and as amended, specifically:

1) If the contractor has questions regarding the application of Chapter 119, F.S., to the contractor’s duty to provide public records relating to this contract, contact the custodian of public records at:

863-537-3999

Legal@citrus.myflorida.com

605 East Main Street

Bartow, FL 33830

2) Keep and maintain public records required by the Department to perform the service;

3) Upon request from the Department’s custodian of public records, provide the Department 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 this chapter or as otherwise provided by law;

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

5) Upon completion of the Contract, transfer, at no cost, to the Department all public records in possession of the Contractor or keep and maintain public records required by the Department to perform the service. If the Contractor transfers all public records to the Department 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 Department, upon request from the Department’s custodian of public records, in a format that is compatible with the information technology systems of the Department.

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6) Contractor shall not at any time destroy any such records without prior written approval of Department.

C. Any denial by Contractor of such access to public records shall give Department the right to immediately terminate the Contract.

D. Department agrees, except as required by law, including but not limited to Chapter 119, F.S., that it will not, without prior written consent from Contractor, use or disclose to anyone any confidential and proprietary information relating to Contractor’s business operations, marketing strategies, formulas, customers or potential customers, research data, or any other trade secrets. Documents which Contractor contends are trade secret and therefore confidential and exempt under the public records law shall be labeled “Confidential Information” on each page upon delivery by Contractor to Department, whether supplied in hard copy or electronic format.

In the event Department believes it is obligated by Florida law to release documents containing such confidential information, Department shall provide prompt, advanced written notification to Contractor to afford Contractor sufficient time to act in protection of its confidential information. Contractor shall notify third parties with whom it contracts in order to carry out its duties and obligations under this Agreement, of their obligation to label documents containing trade secrets as such.

E. Department has an obligation to disclose public records within a reasonable time upon request, and accordingly, Department will use its best efforts to notify Contractor of a request for public records for Contractor’s Confidential Information. Department shall be responsible for the unauthorized disclosure of any Confidential Information by its employees.

F. Contractor agrees that it will not, except as required by law, including but not limited to Chapter 119, F.S., without prior written consent from Department, use or disclose to anyone, any confidential and proprietary information relating to Department’s business operations, marketing strategies, formulas, customers or potential customers, research data, or any other trade secrets (“Confidential Information”). Documents which Department contends are confidential and exempt under the public records law and not to be disclosed shall be labeled “Confidential Information” on each page upon delivery by Department to Contractor, whether supplied in hard copy or electronic format. In the event Contractor believes it is obligated by Florida law to release documents containing such confidential information, Contractor shall provide prompt, advanced written notification to Department to afford Department sufficient time to act in protection of its confidential information. Contractor shall be responsible for the unauthorized disclosure of any Confidential Information by its respective employees.

G. Department is the owner or licensee of all intellectual property rights in the materials it provides to Contractor hereunder or directs Contractor to use, sufficient to enable Contractor to use the same in performing services for Department.

H. The obligations under this Section shall survive the expiration or termination of this Contract. At the expiration or termination of this Contract, Contractor agrees to promptly return to Department the confidential information and all copies thereof.

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4. REGISTRATION

Contractor acknowledges that all vendors and agencies doing business with the State of Florida as defined in Sec. 287.012, F.S., shall register with MyFloridaMarketPlace, the State e-procurement system, in compliance with Sec. 60A-1.030, F.A.C.

5. MYFLORIDAMARKETPLACE TRANSACTION FEE

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

MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to Section 287.057(22)(c), F.S., (2002), all payments shall be assessed a Transaction Fee of one percent (1.0%), which the Contractor shall pay to the State, unless the transaction is exempt from the Transaction Fee pursuant to Rule 60A.1.032, F.A.C.

B. For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the Contractor. If automatic deduction is not possible, the Contractor shall pay the Transaction Fee pursuant to subsection 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments, Contractor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee.

C. The Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase of any item(s) if such item(s) are returned to the Contractor through no fault, act, or omission of the Contractor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the Contractor's failure to perform or comply with specifications or requirements of the Contract.

D. Failure to comply with these requirements shall constitute grounds for declaring the Contractor in default and recovering reprocurement costs from the Contractor in addition to all outstanding fees. Contractor’s DELINQUENT IN PAYING TRANSACTION FEES SHALL BE EXCLUDED FROM

CONDUCTING FUTURE BUSINESS WITH THE STATE.

6. FORCE MAJEURE

Neither party shall be liable for damages due to any delay or failure to perform its obligations contemplated in this Contract due directly or indirectly to fire, explosion, strike, freight embargo, act of God, or of the public enemy, war, civil disturbance, act of any government, de jure or de facto, or agency or official thereof, labor shortage, transportation contingencies, unusually severe weather, quarantine restrictions, epidemic, catastrophe, or circumstances beyond either party’s reasonable control. Any schedule or time for performance required under this Contract shall be extended as necessary to overcome the effects of such force majeure.

7. ACCURACY

A. Department shall be responsible for the truth and accuracy of information, representations, reports, data, materials, and releases furnished by Department for use or release by Contractor.

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B. Contractor shall be responsible for the truth and accuracy of information, representations, reports, data, materials, and releases furnished by Contractor for use or release by Department.

8. AGENCY OR JOINT VENTURE

Nothing in this Contract shall be construed to create any agency relationship between Contractor and Department. Neither Contractor nor Department shall have any authority to act for or bind the other.

Nothing in this Contract shall be construed to create any joint venture or partnership relationship between Contractor and Department.

9. ASSIGNABILITY

This Contract may not be assigned by either party hereto without the prior written consent of the other party.

10. THIRD PARTY BENEFICIARY

This Contract is made for the sole and exclusive benefit of Contractor and Department and is not intended to benefit any other third party. No other third party may claim any right or benefit or seek to enforce any term or provision of this Contract.

11. SEVERABILITY OF INVALID PROVISIONS

Any provision of this Contract which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction only, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12. WAIVER

The failure of either party to insist upon a strict performance of this Contract, or any of the terms and conditions thereof, shall not be deemed a waiver of any rights or remedies that such party may have and shall not be deemed a waiver of any subsequent breach or default of any such terms or conditions.

13. WORD CONSTRUCTION

All references in this Contract to the singular shall be deemed to include the plural when the context so requires, and vice versa. References in the collective or conjunctive shall also include the disjunctive unless the context otherwise clearly requires a different interpretation.

14. TITLES

The titles of the several sections, subsections, and paragraphs set forth in this Contract are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of the provisions of this Contract.

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15. NOTICES

All notices by any party to this Contract shall be in writing via certified mail, return receipt requested.

Notices shall be deemed given when deposited in a United States post office, postage prepaid, properly addressed to Contractor or Department at the mail addresses stated herein or to such other address as Contractor or Department may from time to time specify in writing. Any notice otherwise delivered shall be deemed to be given when received by the addressee.

Addresses:

Contractor Insert Contractor’s Address

Florida Department of Citrus Office of General Counsel 605 East Main Street (33830) Post Office Box 9010 Bartow, FL 33831-9010

16. DISCRIMINATION

An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not award or perform work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity.

17. NONDISCRIMINATION AND COMPLIANCE

No person, on the grounds of race, creed, color, national origin, age, sex or disability, shall be excluded from participation in; be denied proceeds or benefits of; or be otherwise subjected to discrimination in performance of this Contract as proscribed by all applicable state and federal laws and regulations.

Contractor shall, upon request, show proof of such nondiscrimination. Failure to comply with such state and federal laws will result in the termination of this Contract.

18. MINORITY CONTRACTOR

With respect to the execution of this Contract, Contractor agrees to attempt to utilize the Florida Certified Minority Vendor system and utilize certified vendors where feasible.

19. UNAUTHORIZED ALIEN WORKERS

The State of Florida does not intend to award publicly funded contracts to those who knowingly employ unauthorized alien workers. The Department shall consider this a violation of Section 274A(3) of the Immigration and Nationality Act. Such violation shall be cause for unilateral cancellation of this Contract if Contractor knowingly employs unauthorized aliens. Contractor shall also comply with all relevant laws

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20. INDEMNIFICATION

Contractor expressly agrees to indemnify, defend and hold harmless Department, its agents, employees, attorneys, and commissioners (collectively, "Indemnitees") for and against any claim, action, cause of action, damage or loss (“Claims”) which arises out of any negligent act or omission to act by Contractor, its agents, employees, and all persons acting for or on behalf of Contractor, related, in whole or in part to any goods or services provided by Contractor pursuant to this Contract, including but not limited to any claim arising out of Ch. 119, Florida Statutes.

The indemnity provided hereunder shall include, but shall not be limited to, any and all damages and/or reasonable attorney's fees incurred by Indemnitees (or any of them) related to such claim, action, cause of action, damage or loss. Upon becoming aware of any such claim, action, cause of action, damage or loss, Department shall notify Contractor as soon as practicable. The parties expressly agree that this Indemnity provision shall be liberally construed to provide Indemnitees with maximum indemnity protection. The obligations under this Section shall survive the expiration or termination of this Contract.

21. VENUE

Both parties agree that this Contract shall be governed by the laws of the State of Florida and the venue for any litigation arising from this Contract shall be in the State Courts located in Polk County, Florida.

All administrative hearings held pursuant to Chapter 120, F.S. shall be held in Bartow, Florida.

22. ATTORNEY FEES

In the event either party must take action to enforce their rights to enforce or interpret this Contract, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs at the pre-trial, trial and appellate levels.

23. WARRANTY OF SIGNING REPRESENTATIVE

The representative signing this Contract on behalf of Contractor and Department each represents and warrants that he or she has been duly authorized to execute and deliver this Contract and that upon execution and delivery hereof by all parties hereto, this Contract will be binding and enforceable in accordance with its terms against such party for whom such representative has signed.

24. LIABILITY

Except for its indemnification obligations hereunder, each party’s aggregate liability under this Contract for direct damages shall be limited to no more than the amount of the fees payable to Contractor hereunder. No party hereunder shall be liable to another for special, indirect, punitive, or consequential damages.

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25. DISPUTE RESOLUTION

A. The Parties will attempt to resolve any dispute arising under this Contract by negotiation in good faith, initiated by one Party giving written notice of the dispute to the other Party.

B. If a dispute remains unresolved within thirty (30) days of a Party receiving written notice of the dispute, the Parties will refer the dispute to mediation. The mediator will be appointed jointly by the Parties. All costs of the mediation shall be borne equally by the Parties, and the Parties shall bear their own legal costs. Mediation shall take place in Polk County, Florida or virtually via video conferencing software.

C. In the event the dispute is not resolved by mediation within twenty (20) days after the appointment of the mediator, or such further time as the Parties agree in writing, a Party may then commence proceedings in relation to the dispute.

D. Both parties agree that this Contract shall be governed by the laws of the State of Florida and the venue for any litigation arising from this Contract shall be in the State Courts located in Polk County, Florida. All administrative hearings held pursuant to Ch. 120, F.S., shall be held in Bartow, Florida.

E. Notwithstanding the existence of a dispute, the Parties must continue to perform their obligations under this Contract.

F. Nothing in this clause shall be taken as preventing a Party from commencing a proceeding for urgent interlocutory relief or from terminating this Contract in accordance with clause.

26. ENTIRE CONTRACT

The terms and provisions contained herein constitute the entire Contract between the parties, and no statement or inducement with respect to the subject matter hereof by either party or by any agent or representative of either party which is not contained in this Contract shall be valid or binding as between the parties. In the event that any clause or requirement of this Contract is contradictory to, or conflicts with the requirements of Florida law, including, but not limited to requirements regarding contracts with Florida's governmental agencies, the offending clause or requirement shall be without force and effect and the requirements of the Florida Statutes and rules promulgated thereunder on the same subject shall substitute for that clause or requirement and be binding on all parties to this Contract. This Contract may not be amended or modified except by a writing signed by both parties.

Both parties agree that this Contract supersedes all prior proposals, representations, understandings and Agreements of the parties. Furthermore, while Contract was prepared by Department, Contractor has had the opportunity to review Contract with its counsel and has contributed to the drafting of Contract. Therefore, the Contract shall not be construed against the Department as to any ambiguities or points of clarification.

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