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Contract 2022-047ADocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 AGREEMENT NO.2022-047 FOR FINANCIAL AND PERFORMANCE AUDITS THIS AGREEMENT, is made and entered into this 24 day of June 2022, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY"), and Carr, Riggs & Ingram, LLC, whose address is: 2633 Centennial Blvd, Ste, 200 Tallahassee, Florida 32308, (hereinafter referred to as "CONTRACTOR"). WHEREAS, State of Florida through the public procurement process awarded an Agreement for financial and performance audits, State of Florida Contract Number 84111600-20-1; WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's response thereto and Agreement in accordance with CITY's procurement policy; and WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the State of Florida Contract Number 84111600-20-1; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I — SCOPE OF WORK The CONTRACTOR shall furnish financial and performance audits as described in the State of Florida Contract Number 84111600-20-1, which is attached hereto and incorporated herein as Exhibit "A" and shall perform everything required by this Agreement and the other exhibits attached hereto. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR that is not specified in the CITY's purchase order. To the extent of a conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail and govern. In all instances the CITY purchasing policy, resolutions and ordinances shall apply. ARTICLE 2 — THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the Agreement documents and the Unit Price Schedule as set forth in Exhibit "B", attached hereto and incorporated herein. ARTICLE 3 — TERM AND TERMINATION 3.1. This Agreement is to become effective upon execution by both parties, and shall remain in effect until February 29, 2024 unless terminated or renewed by State of Florida 1 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 3.2. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's convenience upon thirty (30) days written notice to CONTRACTOR b) if CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. 3.3. Upon mutual Agreement of the parties, this Agreement may renew for a renewal term not to exceed the initial contract term. ARTICLE 4 — PROVISION OF SERVICES AND COMPLETION OF WORK 4.1. The CONTRACTOR shall only provide to CITY financial and performance audits upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in State of Florida Contract Number 84111600-20-1 or in the specific purchase order or authorized order submitted by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. 4.2. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if it has an issue or question related to the fulfillment of the order or whether there will be any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking payment of any kind for any items that were delayed in delivery. Upon receipt of notification of the delay, CITY may at its sole option cancel the order and seek the items from any available source. 4.3. It is expressly understood and agreed that the passing, approval and/or acceptance of any gasoline, diesel, kerosene, LP gas and bio-diesel herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY may require the CONTRACTOR replace the accepted gasoline, diesel, kerosene, LP gas and bio-diesel so as to comply with the warranties and specifications hereof. 4.4. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. 2 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 ARTICLE 5 — PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, CONTRACTOR shall submit an invoice to CITY upon completion of the services and delivery of products to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for all accepted deliveries and undisputed product delivered and services provided, within thirty (30) calendar days of receipt of the invoice. ARTICLE 6 — DISPUTE RESOLUTION - MEDIATION 6.1. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. 6.2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 6.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. ARTICLE 7 — INSURANCE AND INDEMNIFICATION RIDER 7.1. Worker's Compensation Insurance — The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 7.2. CONTRACTOR's Commercial General Liability Insurance — The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and Business Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or 3 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 indirectly employed by it, and the amount of such insurance shall be as follows: (a) CONTRACTOR's Commercial General Liability, $1,000,000 Each, ($2,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 7.3. Indemnification Rider (a) To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its employees from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of or resulting from its performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such acts are caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article; however, this indemnification does not include the sole acts of negligence, damage or losses caused by the CITY and its other contractors. (b) In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. (c) The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. ARTICLE 8 — NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: Company Name 2633 Centennial Blvd, Ste, 200 Tallahassee, Florida 32308 Attn: Matt Incinelli, Partner OWNER: City of Clermont Attn: Brian Bulthuis, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE 9 — MISCELLANEOUS 9.1. Attorneys' Fees — In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 9.2. Waiver — The waiver by city of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 9.3. Severability — If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 9.4. Amendment — Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 9.5. Entire Agreement — This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 9.6. Assi ng ment — Except in the event of merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this 5 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of city. 9.7. Venue — The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 9.8. Applicable Law — This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 9.9. Public Records — Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically to the CITY in a format that is compatible with the information technology systems of the CITY. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. 71 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 ARTICLE 10 — AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: 10.1. This Agreement 10.2. Purchase Order / Notice To Proceed 10.3. An applicable Contractor Quote or Statement of Work 10.4. All documents contained in the State of Florida Contract Number 84111600-20-1. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 24 day of June 2022 CITY OF CLERMONT —Docu Signed by: 15VjatA�S,..�- DS Brian Bulthuis, ATTEST: E DocuSigned by: 3AD7F34905B344A... Tracy Ackroyd Howe, Crty 7 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 CARR, RIGGS & INGRAM, LLC By: FDocuSigned by: ("" ii C DBDIE3COBA40F... (Signature) Print Name:Matt Inci nel l i Title: Partner Date: 6/23/2022 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 Department of MANAGER SERVICES We serve those who serve Florida State Term Contract 84111600-20-1 For Financial and Performance Audits This Contract is between the State of Florida, Department of Management Services (Department), an agency of the State of Florida and Carr, Riggs & Ingram, LLC (Contractor), collectively referred to herein as the "Parties." 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 March 1, 2021 or the date of the last signature on this Contract, whichever occurs later. The Contract shall expire on February 29, 2024 unless terminated earlier in accordance with the incorporated Special Contract Conditions. II. Renewal Term. Upon mutual written agreement, the Parties may renew this Contract, in whole or in part, for a Renewal Term not to exceed the Initial Contract Term, pursuant to the incorporated 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, 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 Attachments shall have priority in the order listed: a) Special Contract Conditions, Contract Attachment B b) Contractor's submitted Cost Proposal, Contract Attachment A c) Customer Contract or Purchase Order(s) d) Contractor's submitted Technical Proposal, Contract Attachment C e) Authorized Services List, Contract Attachment D f) Contractor Information Form, Contract Attachment E g) No Offshoring, Contract Attachment F h) Subcontracting, Contract Attachment G Page 1 of 10 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 State Term Contract No. 84111600-20-1 For Financial and Performance Audits IV. Statement of Work. a) Scope of Services. The Contractor will provide Financial and Performance Audit (FPA) services, giving an attestation of whether the financial statements of an audited entity fairly present the financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. This includes audits of financial statements prepared in conformity with standards of accounting issued by the Statement of Federal Financial Accounting Standards (SFFAS). Services are provided on an as -needed basis, with no guaranteed or minimum spend. In order to purchase services under this Contract, Customers will issue Requests for Quotes (RFQs) to contractors available under the Financial and Performance Audits State Term Contract (see section IV. f), Request for Quote(s) Requirement, below, for more specifics on this requirement), which will include a Customer -specific Statement of Work ("Customer SOW") detailing the specific services or projects to be performed by the selected contractor, which will also be set forth in the contract or MyFloridaMarketPlace (MFMP) purchase order (collectively referred to as a "PO") between the Customer and selected contractor. b) Pricing. The attached Cost Proposal, Contract Attachment A, provides maximum hourly rates for services. In lieu of hourly pricing, Customers may request project -based pricing to accomplish goals and tasks that include more complex requirements. Customers who choose to use a project -based pricing model are not exempt from the requirements listed in section IV. f), Request for Quote(s) Requirement, and must negotiate all pricing, fees and related expenses associated with the completion of each task and deliverable with the selected contractor. Project -based pricing should be fully detailed in the Customer SOW. The project -based pricing is intended to provide predictability and a discount to Customers relative to the maximum hourly rates. Under no circumstance may a project - based price be permitted to be greater than the hourly rates. c) Job Titles and Duties. The following sections describe the responsibilities of the personnel provided by the Contractor, in accordance with the terms of the Contract, who are used to provide Customers with services pursuant to the Customer SOW set forth in the Customer's PO (Customers may supplement these duties in their Customer SOWs provided the duties do not exceed or conflict with this Contract). 1. Principal Consultant: A minimum of ten (10) years' experience in duties associated with FPA services is required for Principal Consultant positions. The functional responsibilities of this position may include, but are not limited to: • Providing executive -level consultation services to the Customer • Providing senior -level interface with the Customer and managing daily operations • Ensuring the timely performance and completion of all obligations under the PO Page 2 of 10 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 State Term Contract No. 84111600-20-1 For Financial and Performance Audits • Organizing and directing the overall performance of the Customer PO • Possessing the authority to make binding decisions on behalf of the Contractor • Formulating organizational strategy and directing major strategic initiatives • Ensuring that goals and objectives are accomplished within budgetary parameters • Developing and maintaining Customer relationships • Assisting on large, complex or multi -discipline engagements • Allocating financial and human resources and material assets • Formulating and enforcing work standards • Participating in the design phase of tasks and ensuring their successful execution 2. Senior Consultant: A minimum often (10) years' experience in duties associated with FPA services is required for Senior Consultant positions. The functional responsibilities of this position may include, but are not limited to: • Managing the day-to-day operations • Ensuring the quality and timely completion of projects or services • Providing technical and subject matter expertise in fulfillment of Customer SOWs • Participating as a senior team member providing high-level consulting services • Planning, organizing, and executing tasks in successful delivery of projects or services • Developing and defining strategic visions • Planning, directing, controlling, scheduling, coordinating, and organizing management of tasks • Providing Customer interface in fulfillment of Customer SOWs • Possessing authority and responsibility for the execution of Customer SOWs • Planning, organizing, and overseeing all subordinate work efforts • Ensuring quality standards and work performance on Customer SOWs • Organizing, directing, and managing support services 3. Consultant: A minimum of five (5) years' experience in duties associated with FPA services is required for Consultant positions. The functional responsibilities of this position may include, but are not limited to: • Applying administrative, consultative, and technical expertise in fulfillment of Customer SOWs • Planning, organizing, executing, and controlling project tasks in successful delivery of projects or services • Interfacing with Customer on a day-to-day basis to ensure timely delivery of project or services • Applying a broad set of management skills and technical expertise as a project leader • Providing solutions through analysis • Directing subordinates in the completion of tasks orders • Organizing, directing, and managing support services • Assigning tasks and overseeing projects or other services under the Customer SOWs • Directing activities in fulfillment of Customer SOWs Page 3 of 10 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 State Term Contract No. 84111600-20-1 For Financial and Performance Audits • Training Customer personnel through formal classroom courses, workshops. or seminars 4. Junior Consultant: A minimum of three (3) years' experience in duties associated with FPA services is required for Junior Consultant positions. The functional responsibilities of this position may include, but are not limited to: • Applying a broad set of subject matter and technical expertise • Directing projects or services under the Customer SOWs within estimated timeframes and budget constraints • Organizing, directing, and managing support services • Serving as a member of a team performing mid -level assignments • Providing solutions through analysis • Conducting Customer training through formal classroom courses, workshops, and seminars 5. Program and Administrative Support: The functional responsibilities of this position may include, but are not limited to: • Coordinating and providing administrative support services to Contractor staff and Customer • Supporting the provision of services or production of project deliverables and performing administrative functions required to complete tasks • Providing graphics and editorial support services and desktop publishing services • Maintaining version control of project documents • Providing direct support to consulting staff, including supporting the development of all deliverables d) Anticipated Preferences. The following contains anticipated Customer -specific preferences of Contractor and its personnel in providing Customer -specific services or projects pursuant to the Customer SOWs, as set forth in the Customer POs. Customers may request in their RFQs that the Contractor conform with the Customer -specific preferences including, but not limited to, the following: • Knowledge of government business practices, which is inclusive of State of Florida practices. • Knowledge of standards of accounting issued by Statement of Federal Financial Accounting Standards (SFFAS). e) Services. The services the Contractor, through its personnel, may provide include: • Financial Statements Audits - Audit of financial statements prepared in conformity with standards of accounting issued by SFFAS and by the American Institute of Certified Public Accountants (AICPA). • Audits of Segments of Financial Statements - Audit of financial information (i.e., statement of revenue and expenses, statement of cash receipts and disbursements, Page 4 of 10 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 State Term Contract No. 84111600-20-1 For Financial and Performance Audits statement of fixed assets, budget requests, and variances between estimated and actual financial performance). • Internal Controls Audits - Audit for compliance with laws and regulations such as those governing the bidding for, accounting for, and reporting on grants and contracts including proposals, amounts billed, and amounts due on termination claims. - Audit financial reporting and safeguarding of assets including the use of computer - based systems. • Economy and Efficiency Audits - Assess business practices. - Evaluate acquisition of appropriate type, quality, and amount of resources at an appropriate cost. - Assess duplication of effort by employees and identify work that serves little or no purpose. - Evaluate the optimum amount of resources (staff, equipment, and facilities) in producing or delivering the appropriate quantity and quality of goods or services in a timely manner. - Evaluate compliance with requirements of laws and regulations that could significantly affect the acquisition, protection, and use of resources. - Assess management control systems for measuring, reporting, and monitoring a program's economy and efficiency. - Evaluate reported measures of economy and efficiency. • Program Results and Program Fraud Audits - Assess whether the objectives of a new or ongoing program are proper, suitable, or relevant. - Determine the extent to which a program achieves a desired level of program results. - Assess the effectiveness of the program and/or individual program components. - Determine whether the program complements, duplicates, overlaps, or conflicts with other related programs. - Assess compliance with laws and regulations applicable to the program f) Request for Quote(s) Requirement. 1. Customer SOW. Customers needing FPA services will create an RFQ each time they desire to solicit these services. The Customer shall issue a detailed RFQ that specifies a term and includes a Customer SOW stating the services, service levels, educational qualifications, and experience needed. Customers should also consider including the following information in their RFQs under the Financial and Performance Audits State Term Contract: • Statement of purpose. • Customer project job duties. • Required tasks and deliverables, completion of which is subject to Customer acceptance. • Requirement for contractor to provide an estimate of the hours needed to complete the projects or deliverables, as described in the Customer SOW. • Customer project timeline. Page 5 of 10 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 State Term Contract No. 84111600-20-1 For Financial and Performance Audits • List of contractor responsibilities. • Necessary qualifications/certifications of the individuals/organization performing work on the Customer project. • Customer -specific financial consequences for non-performance (note that the financial consequences listed in section IV. g), Financial Consequences, are only in regard to the Contractor's obligation to submit reports to the Department). • Customer -specific terms and conditions. When creating a Customer SOW, Customers are permitted to negotiate terms and conditions which supplement those contained in this Contract. Such additional terms must be for services contemplated in the Contract and must not reduce the Contractor's obligations under the Contract (if any such conflicting terms are included in the Customer SOW, the conflict between the terns of the Customer SOW and this Contract will be resolved in favor of terms most favorable to the Customer). Specific terms and conditions within a Customer SOW are only applicable to the Customer's PO. 2. Minimum Number of RFQs Sent by Customer. Customers Utilizing MFMP: All Customers who utilize MFMP must use the MFMP Sourcing application for creating RFQs under the Financial and Performance Audits State Term Contract. The Customer shall select at least three (3) contractors available under the Financial and Performance Audits State Term Contract and authorized to provide the type of services being requested, to which to send its RFQ. MFMP sourcing will automatically add an additional five (5) randomly selected contractors available under the Financial and Performance Audits State Term Contract to the RFQ event. All eight (8) contractors sent the RFQ will receive a notification of the RFQ and may respond. Customers may view the RFQ Contractor List on the event's "Overview" tab. If fewer than eight (8) contractors are available under the Financial and Performance Audits State Term Contract, and authorized to provide the type of services being requested, the Customer shall send the RFQ to all of the contractors available under the Financial and Performance Audits State Term Contract that are authorized to provide the type of services being requested. Customers Not Utilizing MFMP: Customers who do not utilize MFMP shall create an RFQ document each time they desire to solicit FPA services and shall send the RFQ document electronically via email to at least (8) contractors available under the Financial and Performance Audits State Term Contract and authorized to provide the type of services being requested. If fewer than eight (8) contractors are available under the Financial and Performance Audits State Term Contract, and authorized to provide the type of services being requested, the Customer shall send the RFQ to all of the contractors available under the Financial and Performance Audits State Term Contract that are authorized to provide the type of services being requested. 4. RFQ Format. The specific format of the RFQ is left to the discretion of the Customer's Contracting Officer. Pursuant to section 287.056(2), F.S., RFQs performed within the scope of the Financial and Performance Audits State Term Contract are not independent Page 6 of 10 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 State Term Contract No. 84111600-20-1 For Financial and Performance Audits competitive solicitations and are not subject to the notice or challenge provisions of section 120.57(3), F.S. g) Department- Specific Financial Consequences. Financial consequences will be assessed for failure to submit the reports required by the Contract. Financial consequences will be assessed on a daily basis for each individual failure until the submittal is accomplished to the satisfaction of the Department and will apply to each target period beginning with the first full month or quarter of the Contractor's performance, as applicable, and each and every month/quarter thereafter. The Department reserves the right to recoup such financial consequences by withholding payment or by requiring the Contractor to pay financial consequences via check or money order in US Dollars within thirty (30) calendar days after the required report submission date. The Department also reserves the right to implement other appropriate remedies, such as Contract termination or non -renewal, when the Contractor has failed to perform/comply with the provisions of the Contract. Contract Requirement Description Frequency Daily Financial Consequences for Non -Performance Timely Submission of Submit Quarterly Sales Report complete and accurate in accordance with section Each quarter $250 Contract Quarterly IV.I)2. Sales Report Timely Submission of Submit MFMP Transaction Fee complete and accurate in accordance with section Each month $100 MFMP Transaction Fee IV.I)1. Report For Customer -specific financial consequences, as set forth in the Customer PO, the Customer may collect financial consequences by reducing payments to the Contractor or by requiring the Contractor to pay via check or money order in US Dollars, made out to the Customer, within thirty (30) calendar days after the financial consequence began to accrue. h) Contractor's Administrative Responsibilities. The Contractor shall provide all management, administrative, clerical, and supervisory functions required for the effective and efficient performance of all Customer POs it accepts, and shall have sole responsibility for the supervision, daily direction and control, payment of salary (including withholding of income taxes and social security), and any benefits for its personnel. The Contractor is accountable for the actions of its personnel. Contractor's management responsibilities include, but are not limited to, the following: • Ensuring personnel understand the work to be performed on Customer POs to which they are assigned; Page 7 of 10 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 State Term Contract No. 84111600-20-1 For Financial and Performance Audits • Ensuring personnel know their management chain and adhere to Contractor policies and exhibit professional conduct to perform in the best interest of the Customer; • Ensuring personnel adhere to applicable laws, regulations, and Contract conditions governing Contractor performance and relationships with the Customer; • Regularly assessing personnel performance and providing feedback to improve overall task performance; and • Ensuring high quality results are achieved through task performance. i) Contractor Warranty. The Contractor agrees to the following representation and warranty: Should any defect or deficiency in any deliverable, or the remedy of such defect or deficiency, cause incorrect data to be introduced into any Customer's database or cause data to be lost, the Contractor shall be required to correct and reconstruct, within the timeframe established by the Customer, all production, test, acceptance, and training files or databases affected, at no additional cost to the Customer. j) Business Days. The Contractor shall provide all services to Customers Mondays through Fridays, except on holidays observed by the Customer. Days observed as holidays by State agencies are provided via the link below: https://www.dms.myflorida.com/workforce operations/human resource manageme nt/for state personnel system hr practitioners/state holidays Customers may observe additional holidays which, if any, will be detailed in the Customer's PO. k) Routine Communications. All routine communications and reports related to the Contract shall be sent to the Department's Contract Manager. If any information listed on the Contract Information form (Contract Attachment E) changes during the life of the Contract, then the Contractor shall update the form and submit it to the Department's Contract Manager (such update does not necessitate a formal amendment to the Contract). Communications relating to a Customer PO should be addressed to the contact person identified in the PO. Communications may be by e-mail, regular mail, or telephone. 1) Contract Reporting_ The Contractor shall report information on orders received from Customers under the Contract. The Contractor shall submit the following reports: 1. MFMP Transaction Fee Report. The Contractor shall submit monthly Transaction Fee Reports in the Department's electronic format. Reports are due fifteen (15) calendar days after the end of the calendar month. For information on how to submit Transaction Fee Reports online, please reference the detailed fee reporting instructions and vendor training presentations available online on the "Transaction Fee & Reporting" and "Training for Vendors" Page 8 of 10 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 State Term Contract No. 84111600-20-1 For Financial and Performance Audits subsections under "Vendors" on the MFMP website. Assistance with Transaction Fee Reporting is also available from the MFMP Customer Service Desk by email at feeprocessing(a)-myfloridamarketplace. com or telephone at 866-FLA-EPRO (866-352- 3776) from 8:00 a.m. to 6:00 p.m. Eastern Time. 2. Contract Quarterly Sales Reports. The Contractor shall submit a Contract Quarterly Sales report electronically, in the required format, to the Department's Contract Manager within fifteen (15) calendar days after the close of each State Fiscal quarter listed below. Failure to provide the Contract Quarterly Sales report will result in the imposition of financial consequences. Initiation and submission of the Contract Quarterly Sales report is the responsibility of the Contractor without prompting or notification by the Department. Sales will be reviewed on a quarterly basis. If no sales are recorded in two consecutive Contract quarters, the Department may terminate the Contract. Quarter 1 — (July -September) — due fifteen (15) calendar days after the close of the fiscal quarter. Quarter 2 — (October -December) — due fifteen (15) calendar days after the close of the fiscal quarter. Quarter 3 — (January -March) — due fifteen (15) calendar days after the close of the fiscal quarter. Quarter 4 — (April -June) — due fifteen (15) calendar days after the close of the fiscal quarter. 3. Diversity Report. The Contractor shall report to each Customer, fifteen (15) business days after the end of the State fiscal year, the spend with certified and other minority business enterprises. These reports shall include the period covered, the name, minority code, and Federal Employer Identification Number of each minority business utilized during the period; commodities and services provided by the minority business enterprise; and the amount paid to each minority business on behalf of each purchasing agency ordering under the terms of this Contract. 4. Ad -hoc Report. The Department may require additional Contract information such as copies of Customer POs or ad hoc sales reports. The Contractor shall submit these specific ad hoc reports within 30 days of the request or a specified amount of time as requested by the Department. m) Business Review Meetings. Each quarter the Department may request a business review meeting. The business review meeting may include, but is not limited to, the following: • Successful completion of deliverables • Review of the Contractor's performance • Review of minimum required reports • Addressing of any elevated Customer issues Page 9 of 10 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 State Term Contract No. 84111600-20-1 For Financial and Performance Audits • Review of continuous improvement ideas that may help lower total costs and/or improve business efficiencies. n) Price Adjustments. The Contractor shall adhere to the initial and renewal term hourly rates (pricing) provided in its Cost Proposal. The Department will not allow for increases to these prices. Negotiated prices are not -to -exceed prices and lower prices may be negotiated by the Department and/or the Customer. o) Contract Transition. Upon the expiration or termination of the Contract, the Contractor shall ensure a seamless transfer of Contract responsibilities to the Department or any subsequent vendor as necessary to transition the services provided under the Contract. The Contractor agrees to cooperate with the Department and any subsequently awarded vendor to coordinate the transition including, but not limited to, attending meetings and furnishing necessary information. The Contractor shall assume all expenses related to its obligations to assist in the Contract transition. V. Contract Management. Department's Contract Manager: Christia Nunnery Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360.8X Tallahassee, Florida 32399-0950 Telephone: (850) 488-8367 Email: Christia.NunneryCa-)-dms.myflorida.com IN WITNESS THEREOF, the Parties hereto have caused this Contract, which includes the incorporated Attachments, to be executed by their undersigned officials as duly authorized. This Contract is not valid and binding until signed and dated by the Parties. CARR, RIGGS & INGRAM, LLC Ff DocuSigned by: 1(t iAl SPAY MA IG Brent par man Partner, CPA 2/18/2021 1 4:58 PM EST Date: STATE OF FLORIDA, DEPARTMENT OF MANAGEMENT SERVICES DocuSignneed by: Aw Tami illyaw Chief of Staff 2/19/2021 1 1:05 PM EST Date. Page 10 of 10 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 Contract Attachment B SPECIAL CONTRACT CONDITIONS JULY 1, 2019 VERSION Table of Contents SECTION 1. DEFINITION...........................................................................................................................2 SECTION 2. CONTRACT TERM AND TERMINATION................................................................................. 2 SECTION 3. PAYMENT AND FEES.............................................................................................................3 SECTION 4. CONTRACT MANAGEMENT..................................................................................................4 SECTION 5. COMPLIANCE WITH LAWS....................................................................................................6 SECTION 6. MISCELLANEOUS..................................................................................................................7 SECTION 7. LIABILITY AND INSURANCE........................................................................................................... 9 SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL PROPERTY..............................................................................................................................................10 SECTION 9. DATA SECURITY..................................................................................................................12 SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS..........................................................13 SECTION 11. CONTRACT MONITORING................................................................................................14 SECTION 12. CONTRACT AUDITS...........................................................................................................15 SECTION 13. BACKGROUND SCREENING AND SECURITY......................................................................16 SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM....................................................17 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. SP approved version 7-1-2019 1 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 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. SP approved version 7-1-2019 2 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 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. SP approved version 7-1-2019 3 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 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 SP approved version 7-1-2019 4 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 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. 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. 4.5.2 Diversity Reporting. Upon request, the Contractor will report to the Department its spend with business enterprises certified by the OSD. These reports must include the time period covered, the name and Federal Employer Identification Number of each business enterprise utilized during the period, commodities and contractual services provided by the business enterprise, and the amount paid to the business enterprise on behalf of each 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; SP approved version 7-1-2019 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 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. 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. 5.3 Department of State Registration. SP approved version 7-1-2019 6 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 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 SP approved version 7-1-2019 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 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. 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. SP approved version 7-1-2019 8 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 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. SP approved version 7-1-2019 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 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 Certifications) 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. SP approved version 7-1-2019 10 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 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 SP approved version 7-1-2019 11 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 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. SP approved version 7-1-2019 12 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 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 releases, marketing, corporate communications, or other similar communications, without first notifying the Customer's Contract Manager and securing the Customer's prior written consent. SP approved version 7-1-2019 13 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 SECTION 11. CONTRACT MONITORING. 11.1 Performance Standards. The Contractor agrees to perform all tasks and provide deliverables as set forth in the Contract. The Department and the Customer will be entitled at all times, upon request, to be advised as to the status of work being done by the Contractor and of the details thereof. 11.2 Performance Deficiencies and Financial Consequences of Non -Performance. 11.2.1 Proposal of Corrective Action Plan. In addition to the processes set forth in the Contract (e.g., service level agreements), if the Department or Customer determines that there is a performance deficiency that requires correction by the Contractor, then the Department or Customer will notify the Contractor. The correction must be made within a time -frame specified by the Department or Customer. The Contractor must provide the Department or Customer with a corrective action plan describing how the Contractor will address all performance deficiencies identified by the Department or Customer. 11.2.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure. If the corrective action plan is unacceptable to the Department or Customer, or implementation of the plan fails to remedy the performance deficiencies, the Department or Customer will retain ten percent (10%) of the total invoice amount. The retainage will be withheld until the Contractor resolves the performance deficiencies. If the performance deficiencies are resolved, the Contractor may invoice the Department or Customer for the retained amount. If the Contractor fails to resolve the performance deficiencies, the retained amount will be forfeited to compensate the Department or Customer for the performance deficiencies. 11.3 Performance Delay. 11.3.1 Notification. The Contractor will promptly notify the Department or Customer upon becoming aware of any circumstances that may reasonably be expected to jeopardize the timely and successful completion (or delivery) of any commodity or contractual service. The Contractor will use commercially reasonable efforts to avoid or minimize any delays in performance and will inform the Department or the Customer of the steps the Contractor is taking or will take to do so, and the projected actual completion (or delivery) time. If the Contractor believes a delay in performance by the Department or the Customer has caused or will cause the Contractor to be unable to perform its obligations on time, the Contractor will promptly so notify the Department and use commercially reasonable efforts to perform its obligations on time notwithstanding the Department's delay. 11.3.2 Liquidated Damages. The Contractor acknowledges that delayed performance will damage the DepartmentCustomer, but by their nature such damages are difficult to ascertain. Accordingly, the liquidated damages provisions stated in the Contract documents will apply. Liquidated damages are not intended to be a penalty and are solely intended to compensate for damages. 11.4 Force Majeure, Notice of Delay, and No Damages for Delay. SP approved version 7-1-2019 14 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 The Contractor will not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay, and the delay is due directly to fire, explosion, earthquake, windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism, civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly beyond the Contractor's reasonable control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. The foregoing does not excuse delay which could have been avoided if the Contractor implemented any risk mitigation required by the Contract. In case of any delay the Contractor believes is excusable, the Contractor will notify the Department in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) calendar days after the cause that created or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is not reasonably foreseeable, within five (5) calendar days after the date the Contractor first had reason to believe that a delay could result. The foregoing will constitute the Contractor's sole remedy or excuse with respect to delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages will be asserted by the Contractor. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the Department for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor will perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State of Florida or to Customers, in which case the Department may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers and the Department with respect to commodities or contractual services subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the commodity or contractual services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in part. SECTION 12. CONTRACT AUDITS. 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, the Office of the Auditor General also have authority to perform audits and inspections. SP approved version 7-1-2019 15 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 12.2 Payment Audit. Records of costs incurred under terms of the Contract will be maintained in accordance with section 8.3 of these Special Contract Conditions. Records of costs incurred will include the Contractor's general accounting records, together with supporting documents and records of the Contractor and all subcontractors performing work, and all other records of the Contractor and subcontractors considered necessary by the Department, the State of Florida's Chief Financial Officer, or the Office of the Auditor General. SECTION 13. BACKGROUND SCREENING AND SECURITY. 13.1 Background Check. The Department or Customer may require the Contractor to conduct background checks of its employees, agents, representatives, and subcontractors as directed by the Department or Customer. The cost of the background checks will be borne by the Contractor. The Department or Customer may require the Contractor to exclude the Contractor's employees, agents, representatives, or subcontractors based on the background check results. In addition, the Contractor must ensure that all persons have a responsibility to self -report to the Contractor within three (3) calendar days any arrest for any disqualifying offense. The Contractor must notify the Contract Manager within twenty-four (24) hours of all details concerning any reported arrest. Upon the request of the Department or Customer, the Contractor will re -screen any of its employees, agents, representatives, and subcontractors during the term of the Contract. 13.2 E-Verify. The Contractor must use the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired during the term of the Contract for the services specified in the Contract. The Contractor must also include a requirement in subcontracts that the subcontractor must utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. In order to implement this provision, the Contractor must provide a copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within five (5) calendar days of Contract execution. If the Contractor is not enrolled in DHS E- Verify System, it will do so within five (5) calendar days of notice of Contract award and provide the Contract Manager a copy of its MOU within five (5) calendar days of Contract execution. The link to E-Verify is https://www.uscis.gov/e-verify. Upon each Contractor or subcontractor new hire, the Contractor must provide a statement within five (5) calendar days to the Contract Manager identifying the new hire with its E-Verify case number. 13.3 Disqualifying Offenses. If at any time it is determined that a person has been found guilty of a misdemeanor or felony offense as a result of a trial or has entered a plea of guilty or nolo contendere, regardless of whether adjudication was withheld, within the last six (6) years from the date of the court's determination for the crimes listed below, or their equivalent in any jurisdiction, the Contractor is required to immediately remove that person from any position with access to State of Florida data or directly performing services under the Contract. The disqualifying offenses are as follows: (a) Computer related crimes; (b) Information technology crimes; SP approved version 7-1-2019 16 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 (c) Fraudulent practices; (d) False pretenses; (e) Frauds; (f) Credit card crimes; (g) Forgery; (h) Counterfeiting; (i) Violations involving checks or drafts; Q) Misuse of medical or personnel records; and (k) Felony theft. 13.4 Confidentiality. The Contractor must maintain confidentiality of all confidential data, files, and records related to the commodities or contractual services provided pursuant to the Contract and must comply with all state and federal laws, including, but not limited to sections 381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures must be consistent with the most recent version of the Department security policies, protocols, and procedures. The Contractor must also comply with any applicable professional standards with respect to confidentiality of information. SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM. The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Department in writing if its ability to perform is compromised in any manner during the term of the Contract. SP approved version 7-1-2019 17 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 W" REDACTED C A R R RIRIGGS & CINGRAM CPAs and Advisors PROFESSIONAL SERVICES 'ROPOSAL FLORIDA DEPARTMENT OF MANAGEMENT SERVICES RFP NO: 06-80101500-J SERVICE CATEGORY 2: FINANCIAL AND PERFORMANCE AUDITS DUNE 9, 2 02 0 PROPOSER CARR, RIGGS & INGRAM, LLC 2633 CENTENNIAL BLVD, STE, 200 TALLAHASSEE, FLORIDA 32308 850.878.8777 SUBMITTED BY BRENT D. SPARKMAN, CPA, CFF, CITP PARTNER - PRIMARY CONTACT BSPARI<MAN@CRICPA.COM 850.878.8777 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 June 9, 2020 Joel Atkinson, Category Manager Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360.3Z Tallahassee, FL 32399-0950 Re: RFP No: 06-80101500-J Technical Proposal — Service Category 2: Financial and Performance Audits Carr, Riggs & Ingram, LLC (CRI) sincerely appreciates the opportunity to submit the enclosed proposal in response to RFP No: 06-80101500-J, to provide Financial and Performance Audits to the State of Florida, its departments and agencies, and other governmental units that rely on State Term Contracts in their procurement activities. For the past six years CRI has been honored to provide Financial and Performance Audits to the State of Florida under State Term Contract No. 973-000-14-02. Our work has been universally well respected by the contracting departments and agencies for which we have worked. CRI has always received high vendor ratings which meet or exceed vendor requirements. We have successfully provided a wide variety of services requiring a broad base of knowledge and abilities, and in many cases, we have been able to assist the State in saving significant taxpayer dollars. Our hope is to continue to provide high quality services to the State for the term of the new State Term Contract 84111600-20-1. CRI has extensive prior experience in delivering high quality financial and performance audits to governmental entities, its highly diverse knowledge and skillset resources, and exceptional ability to provide services statewide. We are confident that our proposal will demonstrate that CRI is the premier vendor to provide the services required by this request for proposals and the anticipated contract. CRI has 330 partners firm wide, and 91 partners located throughout the State of Florida, that are ready to supervise and execute financial and performance audits of nearly any kind. Our firm's Primary Contact Partner for State Term Contract matters, and the professional to contact for any additional information regarding our proposal, is: Brent D. Sparkman, CPA, CFF, CITP Carr, Riggs & Ingram, LLC 2633 Centennial Blvd., Ste. 200 Tallahassee, Florida 32308 850.878.8777 bsparkman @cricpa.com Again, we express our appreciation for this opportunity, and we look forward to continuing to serve the State of Florida. 4fdA4.•j lQ-VC) f J4144wO, Carr, Riggs & Ingram, LLC DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 Carr Riggs & Ingram, CPAs and Advisors CRlcpa.com 5 SERVICES PROPOSED SOLUTIONS // CRI proposes to carry out Service Category 2 - Financial and Performance Audits by calling upon its extensive human and technological resources located in the State of Florida and throughout the Southern United States, as illustrated in the graphic below. These resources include highly experienced partners and seasoned staff, with a broad range of education, experience, and expertise that can respond to the varied needs of government agencies and departments quickly and effectively. The statistics below include over 91 PARTNERS, 400 STAFF, IN 22 OFFICES THROUGHOUT THE STATE OF FLORIDA. The following pages and attachments include the firm's experience within the governmental sector, a listing of Florida governmental attest and consulting clients, an illustration of CRI's office location footprint in the State of Florida, and a sample of 17 professional bios to highlight just some of the highly qualifed professionals that our firm can provide to meet the Financial and Performance Audit needs in the State of Florida. FOUNDED IN 1997 10 STATES A%wg� 25+ MARKETS 1900+ 12300+ PROFESSIONALS PARTNERS TOP 25 CPA FIRM (as ranked by Accounting Today) 100,000+ CLIENTS I CRI FIRM VALUES: CLIENT SERVICE. RESPECT. INTEGRITY. 20+ YEARS OF CONSISTENT GROWTH SINCE FORMATION 111 yam? PFj F 9 �P UNYIELDING INTEGRITY MANAGEMENT STRATEGY Project Management Program Research, Planning, Evaluations Analysis on Mission -Oriented Business Executive/Management Coaching Customized Training Policy and Regulation Development Process and Productivity Improvement Expert Witness Advisory Services on Mission - Oriented Business Systems Alignment and Consolidation Grant Management Services CRI FAMILY OF COMPANIES ��✓ Auditwerx CRI Advanced Analytics �n CRI Capital Advisors CRI Solutions Group CRI TPA Services v Level Four Advisory Services ��b� Paywerx ��<�> Preferred Legacy Trust Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 Carr Riggs & I CPAs and Advisors 11 4 5 0 + governmental entities with annual revenues totaling $20 Billion 150+governmental entities with federal funds totaling $2.2 Billion oilSingle audits for governmental entities tSingle Audit Resource Center's Award for Excellence in Knowledge, Value, and Overall Client Satisfaction Member of AICPA's Government Audit Quality Center 0 Governmental Partner Designations Including: CPA, CGFM, CITP, CFE, CMA, CISA, CGEIT, CTGA, CFF, CGMA, and CGAP CLIENTS WITH ANNUAL REVENUES UP TO: A School Districts $1 Billion Municipalities $1.2 Billion Qi Agencies/Authorities $3 Billion DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 16 Carr Riggs & Ingram, CPAs and Advisors Mcpa.com FLORIDA FOOTPRINT 22 OFFICES ACROSS Bradenton Clearwater Crestview Desti n Ft Pierce Ft Wa [to n Gainesville Jacksonville Panama City Port St Lucie Sa rasota St Augustine Stuart Tallahassee STATE Marianna Melbourne N i cev i l le Orlando Palatka Palm Beach Gardens Panama City Beach Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 Carr Riggs & Ingram, CPAs and Advisors 17 °TAR REVIEWH OBROW EDWARDS Report on the Firm's System of Quality Control To the Partners of Carr, Riggs & Ingram LLC and the National Peer Review Committee We have reviewed the system of quality control for the accounting and auditing practice of Carr, Riggs & Ingram, LLC (the "firm") applicable to engagements not subject to PCAOB permanent inspection in effect for the year ended June 30, 2019. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants (Standards). A summary of the nature, objectives, scope, limitations of, and the procedures performed in a System Review as described in the Standards may be found at www.aicpa.org(prsummary. The summary also includes an explanation of how engagements identified as not performed or reported in conformity with applicable professional standards, if any, are evaluated by a peer reviewer to determine a peer review rating. Firm's Responsibility The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. The firm is also responsible for evaluating actions to promptly remediate engagements deemed as not performed or reported in conformity with professional standards, when appropriate, and for remediating weaknesses in its system of quality control, if any. Peer Reviewer's Resgonsibi itv Our responsibility is to express an opinion on the design of the system of quality control and the firm's compliance therewith based on our review. Required Selections and Considerations Engagements selected for review included engagements performed under Government Auditing Standards, including compliance audits under the Single Audit Act, audits of employee benefit plans, an audit performed under FDICIA, and an examination of a service organization (SOC 2 engagement). As part of our peer review, we considered reviews by regulatory entities as communicated by the firm, if applicable, in determining the nature and extent of our procedures. opinion In our opinion, the system of quality control for the accounting and auditing practice of Carr, Riggs & Ingram, LLC, applicable to engagements not subject to PCAOB permanent inspection in effect for the year ended June 30, 2019, has been suitably designed and complied with to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Firms can receive a rating of pass, pass with deficiency(ies) or fail. Carr, Riggs & Ingram, LLC has received a peer review rating ofpass. Roanoke, Virginia October 3, 2019 CERTIFIED PUBLIC ACCOUNTANTS Your Success is Our Focus 319 McClanahan Street, S.W. • Roanoke, Virginia 24014-7705 •540-345-0936 • Fax: 540-342-6181 • w .BEcpas.com DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 18 Carr Riggs & Ingram, CPAs and Advisors CRlcpa.com FAMILY OF CRI COMPANIES// v Auditwerx specializes in compliance pAUDITWERX and attestation services to include � SOC 1, SOC 2, SOC 3, and SOC IA DIVISION OF for cybersecurity engagements CARR, RIGGS & INGRAM CAPITAL, LLC throughout the United States and Canada. Auditwerx delivers quality, in-depth reports while providing personalized results to help organizations grow their business. As a division of CRI, Auditwerx combines the resources and experience of a large firm with the accessibility and one-to-one attention of a boutique firm. CRI Advanced Analytics is an innovation C A R R accelerator that identifies and leverages O Ark* RIGGS & analytic opportunities within organizations 1 C R I INGRAM across multiple industries to create Advanced Analytics actionable insights. Our software products A DIVISION OF deliver data -driven predictive analytics to CARR, RIGGS & INGRAM CAPITAL, LLC help forecast and manage critical aspects of your business by packaging deep data science algorithms into user-friendly interactive visualizations and dashboards. C A R R our approach to management consulting RIGGS & helps our clients understand their financials, customer base, market, CRI INGRAM competition, operations, and revenue Solutions Group drivers. We then work with our clients A DIVISION OF to create efficiencies, develop process CARR, RIGGS &.INGRAM CAPITAL, LLC improvements, implement innovations, improve customer experience, streamline operations, and create differentiators to plan for a successful future. A Preferred Legacy Trust Company's O network of professionals provide PREFERRED a tailored approach to trust and Legacy Trust estate administration, investment A DIVISION OF management oversight, family CARR, RIGGS & INGRAM CAPITAL, LLC planning and advisory services, family stewardship and philanthropy, and household finance management. Further executing your strategy by way of our relationships with you and your trusted team of advisors, we can address everything from business planning to real estate advisory services. Whether it be charitable gift giving, or private investment strategy, Preferred Legacy Trust Company is committed to knowing and understanding your family and business dynamics in order to scale our breadth of services to meet the goals of each individual and family. DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 Carr Riggs & Ingram, CPAs and Advisors CRlcpa.com FAMILY OF CRI COMPANIES// C A R R CRI TPA Services provides third -party vi,� RIGGS & administrative services for employer 4 INGRAM sponsored retirement plans, with a primary TPA Services Defined Benefit Plans. Additionally, we A DIVISION OF provide these services for non -qualified CARR, RIGGS & INGRAM CAPITAL, LLC 457(b) Plans, SIMPLE 401(k)s, SIMPLE IRAs, and SEP IRAs, as well as consulting services to clients on retirement plan best practices, plan design and implementation, and plan corrections. Our ultimate focus on compliance and reducing the worry and stress of operating a retirement plan results in a customized, properly administered plan that best fits your organization's goals. Level Four Advisory Services �� QD delivers the proactive O t1 approach to financial LEVEL FO R �//' advice that today's market Advisory Services complexity and volatility A CkVISION OF demand. Because we believe GAF? R, RIGGS & INGRAM CAPITAL, LLC that a team approach helps ensure you receive truly comprehensive advice and solutions, we work alongside your CRI CPA to supplement your wealth management needs. We are changing the way financial advice is delivered to our clients on life's most important financial decisions. Paywerx provides comprehensive O payroll and workforce management PAYWERX solutions for organizations of A DIVISION OF any size via an easy -to -use and CARR, RIGGS & INGRAM CAPITAL, LLC intuitive interface that streamlines communication at every level. We work with you and trusted advisors, like your accountants, to understand your organization so we can best deliver timely and accurate employee payments while providing you with the information you need to manage your human resources. C A R R CRI Capital Advisors is a mergers and O 'At RIGGS & acquisitions investment banking firm —INGRAM providing solutions for lower-middle-mar- CRI ket companies that typically generate Capital Advisors between $10 million and $250 million in A DIVISION OF annual sales. Their combined strength CARR, RIGGS & INGRAM CAPITAL, LLC with CRI creates the teamwork needed to navigate large and complex transactions while serving the specific needs of each client. DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 Contract Attachment D Authorized Services List Category 2: Financial and Performance Audits Carr, Riggs, & Ingram LLC has been awarded and therefore is Authorized to provide the Services listed below through State Term Contract No. 84111600-20-1 for Financial and Performance Audits, Section IV. e) Services: • Financial Statements Audits - Audit of financial statements prepared in conformity with standards of accounting issued by SFFAS and by the American Institute of Certified Public Accountants (AICPA). • Audits of Segments of Financial Statements - Audit of financial information (i.e., statement of revenue and expenses, statement of cash receipts and disbursements, statement of fixed assets, budget requests, and variances between estimated and actual financial performance). • Internal Controls Audits • Economy and Efficiency Audits • Program Results and Program Fraud Audits DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 Contract Attachment E Department of MANAGER SERVICES -- Division of State Purchasing Contractor Information Form Contractors with an active state contract or agreement procured by the Division of State Purchasing should use this form to provide contact information for customers, which will be posted on the Department of Management Services (DMS) website. The form must be submitted to the assigned contract manager at the time of contract execution and whenever changes are requested by the contractor throughout the life of the contract. * * * PLEASE RETURN THIS FORM TO DMS IN EXCEL FORMAT ONLY * * * Contract Name: Contract Number: Financial and Performance Audits 84111600-20-1 Contractor Name: lCarr, Riggs and Ingram, LLC FEIN: 72-1396621 1 * * * MUST MATCH ACTIVE SUNBIZ.ORG REGISTRATION Website: lwww.cricpa.com Customer Contact Contact for sales information, ordering, and billing questions. Name: Email: Phone: Address: City: State: ZIP: Brent Sparkman bsparkman@cricpa.com 850-878-7777 1 ext. 15822 2633 Centennial Blvd, Suite 200 Tallahassee FL +4: 32308 Contract Administrator Contact for escalated customer needs. Name: Email: Phone: Address: City: State: ZIP: Brent Sparkman bsparkman@cricpa.com 850-878-8777 1 ext. 15822 2633 Centennial Blvd, Suite 200 Tallahassee FL +4: 32308 If there is additional information that you would like to make available to customers on the DMS website, please enter it in the field below. The assigned contract manager will review your request and notify you whether or not the information is approved for posting. DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 Contract Attachment F No Offshoring The undersigned Respondent hereby attests that it will not perform any of the Contract services from outside of the United States, including not utilizing offshore subcontractors in the performance of a Contract award, and will remain in compliance with the subcontractor clause in the Contract. Respondent Name: Carr Riggs & Ingram LLC Respondent Federal Employer Identification Number (FEIN #): 72-7396621 Authorized Signature: Print Name: Brent D. Sparkman Title: Partner Date: June 9, 2020 Page 1 of 1 DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 Contract Attachment G Subcontracting Complete the information below on all subcontractors that will provide services to the Respondent to meet the requirements of the resultant contract, should the Respondent be awarded. Submission of this form does not indicate the Department's approval but provides the Department with information on proposed subcontractors for review. Please complete a separate sheet for each subcontractor. There will be subcontractors for this solicitation YES NO (place a checkbox where applicable). If not, Respondents are not required to complete the remainder of this form. Service: Company Name: Contact: Address: Telephone: Fax: Current Office of Supplier Diversity certification of woman-, veteran, or minority -owned small business Yes No enterprise W-9 verification: Yes No In a job description format, describe below the responsibilities and duties of the subcontractor based on the technical specifications or statement of work outlined in this solicitation. DocuSign Envelope ID: 5DB02A50-EAA7-42D7-A933-AE4AEA327B66 Exhibit B Contract Attachment A: Cost Proposal Request For Proposals No. 06-80101500-J Management Consulting Services and Financial and Performance Audits • • • - Carr, Riggs & Ingram, LLC INSTRUCTIONS The Respondent may respond to one or both Service Categories. The Respondent is not required to respond to both Service Categories. However, the Respondent must provide pricing for all job titles within each Service Category for which the Respondent is submitting a Technical Proposal. For Respondent to be considered for an award in a Service Category, the Respondent is required to submit pricing for all job titles within the Service Category they are proposing to offer services for both the Initial Term and Renewal Term. The Respondent must submit a price in all yellow highlighted cells for the Service Category for which the Respondent is proposing services. The Department will not consider or evaluate a proposal for any Service Category that fails to provide pricing for all job titles in a Service Category for both the Initial Term and Renewal Term. Please refer to the Job Titles and Duties section of Attachment C (for Management Consulting Services) and Attachment D (for Financial and Performance Audits) for the minimum qualifications and responsibilities of the job titles listed below. This Attachment A, Cost Proposal, establishes pricing for services offered for the term of the contract and any renewals. The Respondent shall not exceed this pricing when providing services under any resultant contract. Provide pricing in dollar amounts; amounts may include cents (e.g. $0.05), but cannot include fractions of cents (e.g. $0.005). Proposed costs are ceiling rates inclusive of any and all costs associated with providing services. •: TITLE Principal Consultant CategoryService and Performance INITIAL TERM HOURLY RATE $270.00 Audits RENEWAL TERM HOURLY RATE $280.00 Senior Consultant $180.00 $187.00 Consultant $150.00 $155.00 Junior Consultant $125.00 $128.00 Program and Administrative Support 1$45.00 1$45.00