The Evolvers Group, LP - ADA compliant.pdf

State Term Contract No. 80101507-21-STC

For Information Technology Independent Verification and Validation Services

This Contract is between the State of Florida (State), Department of Management Services (Department), with offices at 4050 Esplanade Way, Tallahassee, FL 32399-0950, and The Evolvers Group, L.P. (Contractor) with offices at 1011 Surrey Lane Building 200, Flower Mound, TX 75022, collectively referred to herein as the “Parties.”

The Contractor submitted a Responsive Proposal to the Department’s Request for Proposal (RFP) No. 21-80101507-RFP, Information Technology Independent Verification and Validation Services. After the evaluation of Proposals, the Department determined that the Contractor’s Proposal is among those that are the most advantageous to the State and has decided to enter into this Contract.

Accordingly, the Parties agree as follows:

I. Initial Contract Term.

The Initial Contract Term shall be for three years. The Initial Contract Term shall begin on December 16, 2021, or on the last date it is signed by all Parties, whichever is later. The Contract shall expire on December 15, 2024, unless terminated earlier in accordance with the Special Contract Conditions.

II. Renewal Term.

Upon mutual written agreement, the Parties may renew this Contract, in whole or in part, for up to three (3) years, pursuant to Exhibit B, Special Contract Conditions.

III. Contract.

As used in this document, “Contract” (whether or not capitalized) shall, unless the context requires otherwise, include this document and all incorporated attachments and 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 attachments listed below are incorporated in their entirety into, and form part of, this Contract. The Contract documents shall have priority in the order listed:

a) Statement of Work, Exhibit A

b) Contractor’s Submitted Cost Proposal, Exhibit F

c) Additional Special Contract Conditions, Exhibit G

d) Special Contract Conditions, Exhibit B

DocuSign Envelope ID: 42995B9B-2A20-4F65-94A5-6D41D12D364A

State Term Contract No. 80101507-21-STC For

e) Contract Exhibit C, Job Titles

f) Contract Exhibit D, (IT) IV&V Work Plan and Methodology

g) Contract Exhibit E, Contractor Performance Survey

IV. Contract Management.

Department’s Contract Manager:

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

Contractor’s Contract Manager:

Sandeep Sharma The Evolvers Group, L.P.

1011 Surrey Lane, Building 200 Flower Mound, TEX 75022 Telephone: (972) 762-3661 Email: ssharma@evolversgroup.com

IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their undersigned officials as duly authorized. This Contract is not valid and binding until signed and dated by the Parties.

The Evolvers Group, L.P. STATE OF FLORIDA, DEPARTMENT OF

MANAGEMENT SERVICES

Name: Name: J. Todd Inman

Title: Secretary

Date: Date:

12/9/2021 | 11:58 AM EST

Sandeep Sharma

Information Technology Independent Verification and Validation Services

EXHIBIT A

Statement of Work

RFP No. 21-80101507-RFP Page 1

A. Scope of Work

The Contractor shall provide information technology (IT) independent verification and validation (IV&V) services to Customers in accordance with this Statement of Work

(SOW).

The Contractor shall provide the professional and technical staff necessary to perform the ((IT) IV&V services required by this Contract, and the staff shall have sufficient skill and experience to perform the services assigned to them.

All of the (IT) IV&V services to be furnished by the Contractor under the Contract shall meet the professional standard and quality that prevail among IT professionals in the same discipline and of similar knowledge and skill engaged in related work under the same or similar circumstances.

The Contractor shall maintain during the term of the Contract all licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required to perform the (IT) IV&V services.

B. Definition

IT Independent Verification and Validation (IT) IV&V) – A review of the project plans and other project artifacts by an independent third party. The primary objective of an (IT) IV&V Service is to provide an objective assessment of products and processes throughout the project management lifecycle. In addition, (IT) IV&V will facilitate early detection and correction of issues, enhance management insight into risks, and ensure compliance with project performance, schedule, and budget requirements. The (IT) IV&V entity must have no technical, managerial, or financial interest in the project and will not have any responsibility for, or participation in, any other aspect of the project.

C. Minimally Required Activities and Deliverables

The Contractor shall perform ongoing project (IT) IV&V monitoring activities and will review and validate issues, deficiencies, and risks identified with the project. Project monitoring activities include, but are not limited to:

1. Providing an independent, objective, third-party view of project efforts with the intent of protecting the Customer’s interests.

2. Providing personnel, processes, approaches, and tools to perform (IT) IV&V services for Florida (IT) projects.

3. Performing assessments on both management processes and work products.

4. Providing objective observations and recommendations.

5. Assessing and reporting overall project performance, extrapolating future project progress and success, and identifying any possible impediments to successful project completion.

6. Examining all project artifacts and documents to evaluate the effectiveness of the project management controls, procedures, and methodology.

7. Assessing the effectiveness of project communication and Customer involvement.

8. Developing performance metrics that facilitate the tracking of progress and

RFP No. 21-80101507-RFP Page 2 completion of project tasks and milestones.

9. Reviewing all project cost and expenditure documentation and making recommendations for efficient use of funds.

10. Validating identified risks and issues and proposed response(s) and assessing impact to the project progress or success.

11. Verifying and validating the quality of project work products (i.e., deliverables).

12. Reviewing Statements-of-Work, solicitations, and contracts to verify alignment between requirements and solicited or contracted terms.

13. Providing guidance and training on standards and best practices for project management.

14. Ensuring project teams follow the standards required by, the Florida

Administrative Code, Florida Statutes, federal laws and rules, and others applicable standards.

15. Alerting project teams to change in the standards referenced in Section C. 14, above, and applying those changes to their monitoring process.

16. If additional specific requirements for any (IT) IV&V consulting services are needed, they will be determined by the Customer in a project-specific Statement of Work attached to a Request for Quote.

In addition to the activities listed above, the Contractor shall provide presentations and oral reports, attend meetings and events, perform records management and administrative responsibilities related to the Contract and maintain open and effective communication with the Customer’s project manager, sponsor(s), and oversight entities.

The activities identified above (and others) are necessary to provide input into the deliverables below. The deliverables will be required in Statements of Work issued by Customers in Requests for Quotes (RFQ) (see Section C, Orders, and Section L, Requests for Quote, below, for additional information).

(IT) IV&V

Management Plan

Develop an (IT) IV&V Management Plan to include:

• A detailed description of how the (IT) IV&V Vendor plans to perform the (IT) IV&V services. This description must include methodologies, strategies, standards, and approaches employed by the (IT) IV&V Vendor for executing each of the (IT) IV&V activities within this Statement of Work.

• An organizational structure which reflects, among other things, coordination activities among the (IT) IV&V Vendor, the Project Manager and team, the project sponsor, Customers, and any oversight entities involved in the project.

• Description of resources assigned to (IT) IV&V activities, tasks, and deliverables.

• Description of the deliverables to be produced as a result of the (IT) IV&V activities.

(IT) IV&V Schedule • Develop an (IT) IV&V schedule.

(IT) IV&V Status Reports / Meetings

• Hold (IT) IV&V status meetings with (IT) IV&V team, project manager, and project sponsor.

• Hold (IT) IV&V status meetings with oversight entities as requested by these entities.

RFP No. 21-80101507-RFP Page 3

Initial Project Assessment Report

• Evaluate sufficiency of project scope and objectives, including alignment to legislative intent and its impact on Customer processes and services.

• Review the Project Management Plan and the planned development of project's schedule, resources, tasks, structures, processes, and procedures, to assess the overall maturity of the project’s planning.

• Assess the project’s organizational, governance, and communication processes.

• Review the impact of any procurement requirements and deadlines.

Project Lessons Learned

• Document lessons learned throughout the project and provide a comprehensive report of lessons learned with recommendations for incorporation of best practices into future projects.

Weekly Project Assessment Updates

• Provide weekly updates (between Monthly Reports) to assess project status, project management strengths and deficiencies, schedule effectiveness and earned value measures and recommendations for correcting identified variances from best practices.

Monthly Project Assessment Reports

• Summarize the results of ongoing project monitoring and provide findings and recommendations for improvement of project management and processes.

Special Communication

• Special communication to all stakeholders will be generated immediately when the Contractor determines that circumstances exist that put the scope, budget, schedule, or viability of the project at significant risk as defined in the (IT) IV&V Management Plan.

Phase Gate Assessment Reports

• Describe project status and progress for the current phase of the project and plans for the upcoming phase.

• Provide an analysis of the project’s ability to meet future project milestones and deliverables and recommendations on project/Customer readiness to proceed to the next phase.

Verification and Validation of Project Deliverables

• Conduct verification and validation reviews of project deliverables. Deliverables may include, but are not limited to:

• Organizational Change Management Plan (includes any training plans)

• Requirements Documents (Business, Functional, and

Technical)

• Requirements Traceability Matrix

• Data and Document Conversion / Migration Plan(s)

• Project Plan / Schedule

• Design Specifications

• Technical Architecture

• Coding standards / Style guides

• Quality Assurance and Test Strategy / Test Plan / Test procedures

• Customer acceptance criteria

• Security Plans

• Implementation / Cutover Plan

• Sustaining Engineering Plan

• Agency Project Management Status Reports

• Disaster Recovery Plan

RFP No. 21-80101507-RFP Page 4

Review of Solicitation and Procurement Documentation

• Review of any solicitation, procurement, or contract documents to verify that, at a minimum, the evaluation criteria are clearly articulated and are consistent with project objectives and that the obligations of the Vendor, subcontractors, and external staff are clearly defined and aligned to facilitate success.

Customers may augment the minimally required activities and deliverables above with additional activities or deliverables as required by the project.

D. Orders

Customers will use an RFQ, in accordance with sections 287.056(2) and 287.0591(5), Florida Statutes (F.S.), when purchasing services under this Contract. The RFQ will include a term, service levels, educational qualifications, and experience needed.

Customer will order services from the RFQ via a purchase order or the State of Florida Purchasing Card.

Contractor must be able to accept MyFloridaMarketPlace (MFMP) purchase orders. In accepting a purchase order, the Contractor recognizes its responsibility for all tasks and deliverables contained therein, warrants that it has fully informed itself of all relevant factors affecting accomplishment of the tasks and deliverables, and agrees to be fully accountable for the performance thereof.

Contractor should be able to accept the State of Florida Purchasing Card.

E. MFMP Electronic Invoicing

The Contractor may supply electronic invoices in lieu of paper-based invoices for those transactions processed through MFMP. Electronic invoices may be submitted to the Customer through one of the mechanisms as listed below:

1. Electronic Data Interchange (EDI). This standard establishes the data contents of the Invoice Transaction Set (810) for use within the context of an EDI environment.

This transaction set can be used for invoicing via the Ariba Network (AN) for catalog and non-catalog goods and services.

2. Purchase Order Flip via Ariba Network (AN). This online process allows Contractors to submit invoices via the AN for catalog and non-catalog goods and services. The Contractor may create an invoice directly from its inbox in its AN account by simply "flipping" the purchase order into an invoice. This option does not require any special software or technical capabilities.

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 MFMP. 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 MFMP 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.

RFP No. 21-80101507-RFP Page 5

The Contractor will work with the MFMP management team to obtain specific requirements for the electronic invoicing if needed.

F. Contract Reporting

The Contractor shall provide the following reports associated with this Contract.

1. Contract Quarterly Sales Reports. The Contractor shall submit Quarterly Sales Reports to the Department’s Contract Manager within 30 calendar days after the close of each State fiscal quarter. Quarterly reporting timeframes coincide with the State Fiscal Year as follows:

Quarter 1 - (July-September) – due 30 calendar days after close of the period Quarter 2 - (October-December) – due 30 calendar days after close of the period Quarter 3 - (January-March) – due 30 calendar days after close of the period Quarter 4 - (April-June) – due 30 calendar days after close of the period

The Contractor’s first Quarterly Sales Report will be due 30 calendar days after the first full quarter following Contract execution. Reports must be submitted in MS Excel format and can be retrieved by accessing the following link at FL DMS Quarterly Sales Report Form. The report shall include all Customer sales received and associated with this Contract during the quarter. Initiation and submission of the Quarterly Sales Report is the responsibility of the Contractor without prompting or notification from the Department’s Contract Manager. If no orders are received during the period, the Contractor must submit a report stating that there was no activity. If the Contractor fails to submit two consecutive quarterly sales reports, the Contract may be terminated, or the Department may choose to not renew the Contract.

2. Certified and Minority Business Enterprises Reports. Upon Customer request, the

Contractor shall report to each Customer, spend with certified and other minority business enterprises in the provision of commodities or services related to the Customer orders. These reports shall include the period covered; the name, and Federal Employer Identification Number of each minority business enterprise utilized during the period;

commodities and services provided by the minority business enterprise; and the amount paid to each minority business enterprise on behalf of the Customer.

3. Ad Hoc Sales Reports. The Department may require additional Contract sales information such as copies of purchase orders or ad hoc sales reports. The Contractor shall submit these documents and reports within the timeframe specified by the Department.

4. MFMP Transaction Fee Reports. The Contractor shall submit monthly MFMP

Transaction Fee Reports to the Department. Reports are due 15 calendar days after the end of each month. Information on how to submit MFMP Transaction Fee Reports online can be located on the Transaction Fee and Reporting website. Assistance with the transaction fee reporting system is also available from the MFMP Customer Service Desk by email at feeprocessing@myfloridamarketplace.com or telephone at 866-FLA- EPRO (866-352-3776) from 8:00 a.m. to 6:00 p.m. Eastern Time.

https://www.dms.myflorida.com/business_operations/state_purchasing/vendor_resources/vendor_sales_report_format https://www.dms.myflorida.com/business_operations/state_purchasing/vendor_resources/vendor_sales_report_format https://www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarketplace/mfmp_vendors/transaction_fee_and_reporting mailto:feeprocessing@myfloridamarketplace.com

RFP No. 21-80101507-RFP Page 6

The Department may not consider renewal of a Contract or price adjustments if the Contractor is late on submitting required reports or for outstanding fees owed.

5. Quarterly Contractor Performance Reporting.

Customers shall complete a Contractor Performance Survey (Exhibit E) for each Contractor on a Quarterly basis. Customers will submit the completed Contractor Performance Survey(s) by email to the Department Contract Manager no later than the due date indicated in Section F-1.

G. Deliverables and Financial Consequences

The following financial consequences will apply for the Contractor’s non-performance of the provision of the Quarterly Sales Reports and the MFMP Transaction Fee Reports.

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

The financial consequences will be paid via check or money order and made out to the Department of Management Services in U.S. dollars within thirty (30) calendar days after the required report submission date. These consequences are individually assessed for failures over each target period beginning with the first full month or quarter of the Contract and every month or quarter, respectively, thereafter.

Deliverables and Financial Consequences Chart

1. Service Level Agreement (SLA) Performance State agencies and eligible users may add SLA requirements and additional

Deliverable Performance Metric Performance Due Date

Financial Consequence for Non-Performance

(Per Calendar Day Late/Not Received by the Contract Manager)

Contractor will timely submit complete Quarterly Sales Reports

All Quarterly Sales Reports will be submitted timely with the required information

Reports are due on or before the 30th calendar day after the close of each State fiscal quarter

$250

Contractor will timely submit complete MFMP Transaction Fee Reports

All MFMP Transaction Fee Reports will be submitted timely with the required information

Reports are due on or before the 15th calendar day after the close of each month

$100

RFP No. 21-80101507-RFP Page 7 financial consequences in their statements of work for failing to meet performance requirements within any negotiated SLA or purchase order.

H. Business Review Meetings

Both the Department and Customer reserve the right to schedule business review meetings. The Department or Customer will provide the format for the Contractor's agenda. In the event the Department or Customer schedules a business review meeting, the Contractor shall submit the completed agenda to the Department or Customer for review and acceptance prior to the meeting. The Contractor shall address the agenda items and any of the Department’s or Customer’s additional concerns at the meeting. At a minimum, the agenda items may include:

• Contract compliance

• Savings report (in dollar amount and cost avoidance)

• Spend reports by Customer

• Recommendations for improved compliance and performance

Failure to comply with this section may result in the Contractor being placed on a Corrective Action Plan and possible termination of the Contract.

I. E-Verify The Contractor (and its subcontractors) have an obligation to utilize the U.S. Department of Homeland Security’s (DHS) E-Verify system for all newly hired employees. By executing this Contract, the Contractor certifies that it is registered with, and uses, the E-Verify system for all newly hired employees. The Contractor must obtain an affidavit from its subcontractors in accordance with paragraph (2)(b) of section 448.095, F.S., and maintain a copy of such affidavit for the duration of the Contract. In order to implement this provision, the Contractor shall provide a copy of its DHS Memorandum of Understanding (MOU) to the Department’s Contract Manager within five (5) days of Contract execution.

This section serves as notice to the Contractor regarding the requirements of section 448.095, F.S., specifically sub-paragraph (2)(c)1, and the Department’s obligation to terminate the Contract if it has a good faith belief that the Contractor has knowingly violated section 448.09(1), F.S. If terminated for such reason, the Contractor will not be eligible for award of a public contract for at least one (1) year after the date of such termination. The Department reserves the right to order the immediate termination of any contract between the Contractor and a subcontractor performing work on its behalf should the Department develop a good faith belief that the subcontractor has knowingly violated section 448.095(1), F.S

J. Ongoing Contractor Performance Measures

The State will use performance-reporting tools to measure the performance of the Contractor, including the Contractor Performance Survey (Exhibit E). Such measures assist the Department in ensuring that Contractors provide the best possible value to the State and its Customers. The Department reserves the right to modify the Contractor Performance Survey and introduce additional performance-reporting tools as they are

RFP No. 21-80101507-RFP Page 8 developed, including online tools (e.g., tools within MFMP or on the Department's website).

K. Request for Quotes

1. Customers that require (IT) IV&V services will create a RFQ eQuote event in MFMP Sourcing. Pursuant to section 287.056, F.S., RFQs issued pursuant to this Contract do not constitute decisions or intended decisions subject to protest under section 120.57(3), F.S.

2. The Customer shall ensure that a request for quote is issued to all vendors on the

Contract, or if there are more than twenty-five (25) Vendors on the Contact, to at least twenty-five (25) of the vendors.

3. The specific format of the RFQ is left to the discretion of the Customer's Contracting

Officer. However, the Customer must include the following information, at a minimum, in each RFQ:

a) Statement of Purpose / Need

b) Statement of Work

c) Project Tasks and Deliverables (see Section B, Minimally Required Activities and

Deliverables, above, for additional information)

d) Project Timeline

e) List of Contractor Responsibilities

f) Qualifications / Certifications of the Consultant(s)

g) Method of Compensation

h) Financial Consequences for Non-Performance

i) Special Terms and Conditions

4. RFQ Pricing Models. Two (2) RFQ pricing models are available to Customers procuring services pursuant to this Contract:

a) Hourly Rate Pricing. The Contractor shall provide services at an hourly rate price that does not exceed its hourly rate in this Contract. Contractor prices in this Contract are “not to exceed” prices and lower pricing may be negotiated by the Customer.

b) Project-Based Pricing. A project-based pricing model may be used to accomplish goals and tasks that include more complex requirements. The Contractor shall multiply hourly rate prices, which do not exceed the hourly rate in this Contract, by the number of hours per task to determine each deliverable price.

Customers who choose to use a project-based pricing model shall negotiate all pricing associated with the completion of each task and deliverable with the selected contractor.

Project-based pricing should be fully detailed in the Customer’s Statement of Work. Customers requesting project-based pricing shall ask contractors

RFP No. 21-80101507-RFP Page 9 submitting quotes for supporting information and/or documentation that will allow Customers to better understand the offer and thus more effectively negotiate pricing.

L. Contractor Security Clearance

Customers may designate certain duties and/or positions as positions of “special trust” because they involve special trust responsibilities, are located in sensitive locations, or have key capabilities with access to sensitive or confidential information. The designation of a special trust position or duties is at the sole discretion of the Customer.

Contractor or Contractor’s employees who, in the performance of this Contract, will be assigned to work in positions determined by the Customer to be positions of special trust, may be required to submit to background screening and be approved by the Customer to work on this Contract.

M. Contractor Employee Conduct The Contractor’s employees shall adhere to the standards of conduct prescribed in the Customer’s personnel policy and procedure guidelines, particularly rules of conduct, security procedures, and any other applicable rules, regulations, policies and procedures of the Customer.

The Contractor shall ensure that the Contractor’s employees wear attire suitable for the position, either a standard uniform or business casual dress.

N. Contractor’s Ongoing Obligations In addition to the Contractor’s obligations under Section 5 of Contract Exhibit B, Special Contract Conditions, the Contractor shall have the ongoing obligation to stay informed of any changes to the law or rules that may affect the Contractor’s conduct and performance under the Contract, including changes to Subtitle 60GG, Florida Administrative Code and ensure it is, at all times compliant with governing laws and rules.

O. Inspection of Documents In accordance with section 216.1366, F.S., the Department is authorized to inspect the:

(a) financial records, papers, and documents of the Contractor that are directly related to the performance of the Contract or the expenditure of state funds; and (b) programmatic records, papers, and documents of the Contractor which the Department determines are necessary to monitor the performance of the Contract or to ensure that the terms of the Contract are being met. The Contractor shall provide such records, papers, and documents requested by the Department within ten (10) business days after the request is made.

EXHIBIT G

ADDITIONAL SPECIAL CONTRACT CONDITIONS

A. Special Contract Conditions revisions: the corresponding subsections of the Special Contract Conditions referenced below are replaced in their entirety with the following:

2.2 Renewal.

Upon written agreement, the Department and the Contractor may renew the Contract in whole or in part only as set forth in the Contract documents, and in accordance with section 287.057(14), F.S.

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(24), 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.

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.

Nothing contained within this Contract shall be construed to prohibit the Contractor from disclosing information relevant to performance of the Contract or purchase order to members or staff of the Florida Senate or Florida House of Representatives.

Pursuant to section 287.057(26), F.S., the Contractor shall answer all questions of, and ensure a representative will be available to, a continuing oversight team.

The Contractor will comply with all applicable disclosure requirements set forth in section 286.101, F.S. In the event the Department of Financial Services issues the Contractor a final order determining a third or subsequent violation pursuant to section 286.101(7)(c), F.S., the

Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021)

Contractor shall immediately notify the Department and applicable Customers and shall be disqualified from Contract eligibility.

5.4 Convicted, Discriminatory, Antitrust Violator, and Suspended Vendor Lists.

In accordance with sections 287.133, 287.134, and 287.137, F.S., the Contractor is hereby informed of the provisions of sections 287.133(2)(a), 287.134(2)(a), and 287.137(2)(a), F.S.

For purposes of this Contract, a person or affiliate who is on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator 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 Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator Vendor List during the term of the Contract.

In accordance with section 287.1351, F.S., a vendor placed on the Suspended Vendor List may not enter into or renew a contract to provide any goods or services to an agency after its placement on the Suspended Vendor List.

A firm or individual placed on the Suspended Vendor List pursuant to section 287.1351, F.S., the Convicted Vendor List pursuant to section 287.133, F.S., the Antitrust Violator Vendor List pursuant to section 287.137, F.S., or the Discriminatory Vendor List pursuant to section 287.134, F.S., is immediately disqualified from Contract eligibility.

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. 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 or termination 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.

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 unless the records are exempt from s. 24(a) of Art. I of the State Constitution and section 119.071(1), F.S.

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 DEPARTMENT’S CUSTODIAN

OF PUBLIC RECORDS AT PUBLICRECORDS@DMS.FL.GOV, (850)

487-1082 OR 4050 ESPLANADE WAY, SUITE 160, TALLAHASSEE,

FLORIDA 32399-0950.

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.

12.1 Performance or Compliance Audits.

The Department may conduct or have conducted performance and/or compliance audits of the Contractor and subcontractors as determined by the Department. The Department may conduct an audit and review all the Contractor’s and subcontractors’ data and records that directly relate to the Contract. To the extent necessary to verify the Contractor’s fees and claims for payment under the Contract, the Contractor’s agreements or contracts with subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be inspected by the Department upon fifteen (15) calendar days’ notice, during normal working hours and in accordance with the Contractor’s facility access procedures where facility access is required. Release statements from its subcontractors, partners, or agents are not required for the Department or its designee to conduct compliance and performance audits on any of the Contractor’s contracts relating to this Contract. The Inspector General, in accordance with section 5.6, the State of Florida’s Chief Financial Officer, and the Office of the Auditor General shall also have authority to perform audits and inspections.

mailto:PUBLICRECORDS@DMS.FL.GOV

13.2 E-Verify.

The Contractor and its subcontractors have an obligation to utilize the U.S. Department of Homeland Security’s (DHS) E-Verify system for all newly hired employees in accordance with section 448.095, F.S. By executing this Contract, the Contractor certifies that it is registered with, and uses, the E-Verify system for all newly hired employees in accordance with section 448.095, F.S. The Contractor must obtain an affidavit from its subcontractors in accordance with paragraph (2)(b) of section 448.095, F.S., and maintain a copy of such affidavit for the duration of the Contract. The Contractor shall provide a copy of its DHS Memorandum of Understanding (MOU) to the Department’s Contract Manager within five days of Contract execution.

This section serves as notice to the Contractor regarding the requirements of section 448.095, F.S., specifically sub-paragraph (2)(c)1, and the Department’s obligation to terminate the Contract if it has a good faith belief that the Contractor has knowingly violated section 448.09(1), F.S. If terminated for such reason, the Contractor will not be eligible for award of a public contract for at least one year after the date of such termination. The Department will promptly notify the Contractor and order the immediate termination of the contract between the Contractor and a subcontractor performing work on its behalf for this Contract should the Department have a good faith belief that the subcontractor has knowingly violated section 448.09(1), F.S.

B. Special Contract Conditions additions: the following subsection is added to the Special

Contract Conditions:

12.3 Document Inspection.

In accordance with section 216.1366, F.S., the Department or a state agency is authorized to inspect the: (a) financial records, papers, and documents of the Contractor that are directly related to the performance of the Contract or the expenditure of state funds; and (b) programmatic records, papers, and documents of the Contractor which the Department or state agency determines are necessary to monitor the performance of the Contract or to ensure that the terms of the Contract are being met. The Contractor shall provide such records, papers, and documents requested by the Department or a state agency within 10 Business Days after the request is made.

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SPECIAL CONTRACT CONDITIONS

JULY 1, 2019 VERSION

Table of Contents

SECTION 1. DEFINITION

SECTION 2. CONTRACT TERM AND TERMINATION

SECTION 3. PAYMENT AND FEES

SECTION 4. CONTRACT MANAGEMENT

SECTION 5. COMPLIANCE WITH LAWS

SECTION 6. MISCELLANEOUS

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

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

PROPERTY

SECTION 9. DATA SECURITY

SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS

SECTION 11. CONTRACT MONITORING

SECTION 12. CONTRACT AUDITS

SECTION 13. BACKGROUND SCREENING AND SECURITY

SECTION 14. WARRANTY OF CONTRACTOR’S ABILITY TO PERFORM

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

EXHIBIT B

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SECTION 1. DEFINITION.

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

1.1 Customer.

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

SECTION 2. CONTRACT TERM AND TERMINATION.

2.1 Initial Term.

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

2.2 Renewal.

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

2.3 Suspension of Work and Termination.

2.3.1 Suspension of Work.

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

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

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SECTION 3. PAYMENT AND FEES.

3.1 Pricing.

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

3.2 Price Decreases.

The following price decrease terms will apply to the Contract:

3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery of large single orders;

3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this Contract is a maximum price. Additionally, Contractor’s pricing will not exceed the pricing offered under comparable contracts. Comparable contracts are those that are similar in size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must annually submit an affidavit from the Contractor’s authorized representative attesting that the Contract complies with this clause.

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 of invoices to the Customer after delivery and acceptance of commodities or contractual services is confirmed by the Customer.

Invoices must contain sufficient detail for an audit and 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 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.

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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:

Department’s Contract Manager Name

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Department’s Name Department’s Physical Address Department’s Telephone # Department’s Email Address

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

4.4 Contractor’s Contract Manager.

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

Contractor’s Contract Manager Name Contractor’s Name Contractor’s Physical Address Contractor’s Telephone # Contractor’s Email Address

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

4.5 Diversity.

4.5.1 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.