Contract 2024-012ADocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
AGREEMENT No. 2024-012
BODY ARMOR AND BALLISTIC RESISTANT PRODUCTS
THIS AGREEMENT, is made and entered into this 24th day of January 2024, 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 POINT BLANK ENTERPRISES, INC., whose address is: 2102 SW 2nd Street, Pompano
Beach, Florida 33069, (hereinafter referred to as "CONTRACTOR").
WHEREAS, NASPO through the public procurement process awarded an Agreement for, Body
Armor and Ballistic Resistant Products Contract Number 46151500-NASPO-2I-ACS;
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 NASPO Contract Number 46151500-NASPO-2I-ACS;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree
as follows:
SCOPE OF WORK
The CONTRACTOR shall furnish body armor and ballistic resistant products as described in the
NASPO Contract Number 46151500-NASPO-2I-ACS, 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.
2. THE CONTRACT SUM
CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the
Agreement documents and the Price Schedule as set forth in Exhibit "B", attached hereto and
incorporated herein.
3. TERM AND TERMINATION
A. This Agreement is to become effective upon execution by both parties, and shall remain
in effect until Sunday, November 10, 2024 unless terminated or renewed by NASPO.
B. 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
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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.
C. Upon mutual Agreement of the parties, this Agreement may be renewed for one (1)
additional one (1) year renewal.
4. PROVISION OF SERVICES AND COMPLETION OF WORK
A. The CONTRACTOR shall only provide to CITY the services contained under the Scope
of Work upon receipt of an authorized order from CITY and shall provide the requested
items in the timeframe and as set forth in NASPO Contract Number 46151500-NASPO-
21-ACS 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.
B. 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.
C. 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.
D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY
to purchase any minimum quantity of product during the term hereof.
5. PAYMENTS
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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.
6. DISPUTE RESOLUTION - MEDIATION
A. 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.
B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other
matters in question between them by mediation.
C. 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.
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 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
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B. Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage
Occurrence, Combined Single Limit
The 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.
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 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.
A. CONTRACTOR:
Point Blank Enterprises, Inc.
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Body Armor and Ballistic Resistant Products
Attn: Daniela Domenecci
2102 SW 2nd Street, Pompano Beach, Florida 33069
A. OWNER:
City of Clermont
Attn: Brian Bulthuis, City Manager
685 W. Montrose Street, Clermont, FL 34711
9. MISCELLANEOUS
9.1. Attornevs' 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. Assignment
Except in the event of a merger, consolidation, or other change of control pursuant to the sale of
all or substantially all of either party's assets, this 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.
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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.
10. AGREEMENT DOCUMENTS
The Agreement Documents, as listed below are herein made fully a part of this Agreement as if
herein repeated.
Document Precedence:
A. This Agreement
B. Purchase Order / Notice To Proceed
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C. An applicable Contractor Quote or Statement of Work
D. All documents contained in the NASPO Contract Number 46151500-NASPO-2I-ACS.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 26th day of
January 2024.
CITY OF CLERMONT
,e—DocuSigned by:
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Tim Murry, Mayor /I-- DS
ATTEST:
,,--DocuSigned by:
T4,oLcy Ac4ayd Root
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Tracy Ackroyd Howe, City Clerk
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DocuSign Envelope ID: 8AAF7CA1-5838-489F-BF9D-6A79FC88E5E4
POINT BLANK ENTERPRISES, INC.
DocuSigned by:
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By: eatrr eutaHo
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(Siuagnaturue
Print Name: Hoyt schmi dt
Title: EVP of commercial Business
Date: 1/29/2024
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
Department of
MANAGEMENT
SERVICES
We serve those who serve Florida
Alternate Contract Source (ACS)
No. 46151500-NAS PO-21-ACS
For
Body Armor and Ballistic Resistant Products
This Alternate Contract Source Contract ("ACS") is between the State of Florida, Department
of Management Services (Department), an agency of the State of Florida (State), and Point
Blank Enterprises, Inc. (Contractor), collectively referred to herein as the "Parties."
This ACS, along with Exhibit A, Exhibit B, and Exhibit C, constitute the State of Florida
Participating Addendum to the NASPO ValuePoint Master Agreement Number 164719, Body
Armor and Ballistic Resistance Products (Master Agreement).This ACS covers the Body
Armor and Ballistic Resistant Products let by the State of Colorado for use by state agencies
and other entities, as permitted by their own laws, ordinances or rules.
The Department is authorized by section 287.042(16), Florida Statutes, "To evaluate
contracts let by the Federal Government, another state, or a political subdivision for the
provision of commodities and contract services, and, if it is determined in writing to be cost-
effective and in the best interest of the state, to enter into a written agreement authorizing an
agency to make purchases under such contract."
The State of Colorado acting by and through the National Association of State Procurement
Officials' (NASPO) cooperative contracting arm, NASPO ValuePoint, competitively procured
Master Agreement Number 164719, attached hereto as Exhibit C. The Master Agreement
became effective on November 13, 2020, and is scheduled to expire on November 10, 2022.
Renewal options are available.
The Department evaluated the Master Agreement, and hereby acknowledges that use of the
Master Agreement as an alternative source contract is cost-effective and in the best interest
of the State.
Accordingly, the Parties agree as follows:
1. Term and Effective Date.
The initial term of this ACS will begin March 16, 2021, or on the date the ACS is fully signed
by all Parties, whichever is later. The ACS will expire on November 10, 2022, unless
terminated earlier by the Participating State or by the Department in accordance with Exhibit
B, Special Contract Conditions.
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Alternate Contract Source (ACS)
No. 46151500-NASPO-21-ACS
For
Body Armor and Ballistic Resistant Products
2. The ACS and Order of Precedence.
All Exhibits attached or listed below are incorporated in their entirety into, and will form
part of, this ACS. Exhibit A, Exhibit B, and this ACS document constitute the Participating
Addendum to the Master Agreement, and modify or supplement the terms and conditions
of the Master Agreement. In the event of a conflict, the following order of precedence
shall apply:
a) This ACS and amendments, with the latest issued having priority.
b) Exhibit A: Additional Special Contract Conditions
c) Exhibit B: Special Contract Conditions
d) Exhibit C: Master Agreement Number 164719, Body Armor and Ballistic Resistance
Products
Where the laws and regulations of a state other than the State of Florida are cited or
referenced in the Master Agreement, such citation or reference shall be replaced by the
comparable Florida law or regulation.
3. Purchases off this ACS.
Upon execution of this ACS, agencies (as defined in section 287.012, Florida Statutes)
may purchase products and services under this ACS using this State of Florida ACS No.
46151500-NASPO-21-ACS. Any product or service not offered on the Master Agreement
is not approved for purchase under this ACS. Agencies acknowledge and agree to be
bound by the terms and conditions of this ACS.
4. Primary Contacts
Department's Contract Manager:
Shaveon Nelson
Division of State Purchasing
Florida Department of Management Services
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
Telephone: (850) 922-1214
Email: Shaveon.Nelson@dms.fl.gov
Contractor's Contract Manager:
Daniela Domenecci
Point Blank Enterprises, Inc.
2102 SW 211 Street
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Alternate Contract Source (ACS)
No. 46151500-NASPO-21-ACS
For
Body Armor and Ballistic Resistant Products
Pompano Beach, Florida 33069
954-630-0900 ext. 1329
ddomenecci(a-)pbearmor.com
6. Warranty of Authority
Each person signing this document warrants that he or she is duly authorized to do so and to
bind the respective party.
7. Entire Agreement of the Parties
This document and amendments, with the latest issued having priority, and Exhibit A and
Exhibit B constitute the Participating Addendum. The Participating Addendum and Exhibit C
constitute the ACS Contract and the entire understanding of the Parties. Any amendments
to this ACS must be in writing and signed by the Parties.
IN WITNESS THEREOF, the Parties hereto have caused this ACS, which includes the
attached and incorporated Exhibits, to be executed by their undersigned officials as duly
authorized. This ACS is not valid and binding until signed and dated by the Parties.
Point Blank Enterprises, Inc.
DocuSigned by:
'4 5 �
Hoyt Schmidt
EVP of Commercial Business
3/1/2021 1 6:33 AM PST
Date:
STATE OF FLORIDA,
DEPARTMENT OF
9FP#.ENT SERVICES
Tami Fillyaw
Chief of Staff
3/1/2021 1 5:27 PM EST
Date:
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SPECIAL CONTRACT CONDITIONS
JULY 17 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.
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SECTION 1. DEFINITION.
The following definition applies in addition to the definitions in Chapter 287, Florida
Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant
to the Contract.
SECTION 2. CONTRACT TERM AND TERMINATION.
2.1 Initial Term.
The initial term will begin on the date set forth in the Contract documents or on the date
the Contract is signed by all Parties, whichever is later.
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in
whole or in part only as set forth in the Contract documents, and in accordance with
section 287.057(13), F.S.
2.3 Suspension of Work and Termination.
2.3.1 Suspension of Work.
The Department may, at its sole discretion, suspend any or all activities under the
Contract, at any time, when it is in the best interest of the State of Florida to do so. The
Customer may suspend a resulting contract or purchase order, at any time, when in the
best interest of the Customer to do so. The Department or Customer will provide the
Contractor written notice outlining the particulars of the suspension. After receiving a
suspension notice, the Contractor must comply with the notice and will cease the
performance of the Contract or purchase order. Suspension of work will not entitle the
Contractor to any additional compensation. The Contractor will not resume performance
of the Contract or purchase order until so authorized by the Department.
2.3.2 Termination for Convenience.
The Contract may be terminated by the Department in whole or in part at any time, in the
best interest of the State of Florida. If the Contract is terminated before performance is
completed, the Contractor will be paid only for that work satisfactorily performed for
which costs can be substantiated. Such payment, however, may not exceed an amount
which is the same percentage of the Contract price as the amount of work satisfactorily
performed. All work in progress will become the property of the Customer and will be
turned over promptly by the Contractor.
2.3.3 Termination for Cause.
If the performance of the Contractor is not in compliance with the Contract requirements
or the Contractor has defaulted, the Department may:
(a) immediately terminate the Contract;
(b) notify the Contractor of the noncompliance or default, require correction, and specify
the date by which the correction must be completed before the Contract is terminated; or
(c) take other action deemed appropriate by the Department.
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SECTION 3. PAYMENT AND FEES.
3.1 Pricing.
The Contractor will not exceed the pricing set forth in the Contract documents.
3.2 Price Decreases.
The following price decrease terms will apply to the Contract:
3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery
of large single orders;
3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this
Contract is a maximum price. Additionally, Contractor's pricing will not exceed the pricing
offered under comparable contracts. Comparable contracts are those that are similar in
size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must
annually submit an affidavit from the Contractor's authorized representative attesting that
the Contract complies with this clause.
3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract
term due to a change in market conditions, the Contractor may conduct sales
promotions involving price reductions for a specified lesser period. The Contractor must
submit documentation identifying the proposed: (1) starting and ending dates of the
promotion, (2) commodities or contractual services involved, and (3) promotional prices
compared to then -authorized prices.
3.3 Payment Invoicing.
The Contractor will be paid upon submission of invoices to the Customer after delivery
and acceptance of commodities or contractual services is confirmed by the Customer.
Invoices must contain sufficient detail for an audit and contain the Contract Number and
the Contractor's Federal Employer Identification Number.
3.4 Purchase Order.
A Customer may use purchase orders to buy commodities or contractual services
pursuant to the Contract and, if applicable, the Contractor must provide commodities or
contractual services pursuant to purchase orders. Purchase orders issued pursuant to
the Contract must be received by the Contractor no later than the close of business on
the last day of the Contract's term. The Contractor is required to accept timely purchase
orders specifying delivery schedules that extend beyond the Contract term even when
such extended delivery will occur after expiration of the Contract. Purchase orders shall
be valid through their specified term and performance by the Contractor, and all terms
and conditions of the Contract shall survive the termination or expiration of the Contract
and apply to the Contractor's performance. The duration of purchase orders for recurring
deliverables shall not exceed the expiration of the Contract by more than twelve months.
Any purchase order terms and conditions conflicting with these Special Contract
Conditions shall not become a part of the Contract.
3.5 Travel.
Travel expenses are not reimbursable unless specifically authorized by the Customer in
writing and may be reimbursed only in accordance with section 112.061, F.S.
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3.6 Annual Appropriation.
Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an
agency for the purchase of services or tangible personal property for a period in excess
of one fiscal year, the State of Florida's performance and obligation to pay under the
Contract is contingent upon an annual appropriation by the Legislature.
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system pursuant to section
287.057(22), F.S. All payments issued by Customers to registered Vendors for
purchases of commodities or contractual services will be assessed Transaction Fees as
prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law.
Vendors must pay the Transaction Fees and agree to automatic deduction of the
Transaction Fees when automatic deduction becomes available. Vendors will submit any
monthly reports required pursuant to the rule. All such reports and payments will be
subject to audit. Failure to comply with the payment of the Transaction Fees or reporting
of transactions will constitute grounds for declaring the Vendor in default and subject the
Vendor to exclusion from business with the State of Florida.
3.8 Taxes.
Taxes, customs, and tariffs on commodities or contractual services purchased under the
Contract will not be assessed against the Customer or Department unless authorized by
Florida law.
3.9 Return of Funds.
Contractor will return any overpayments due to unearned funds or funds disallowed
pursuant to the terms of the Contract that were disbursed to the Contractor. The
Contractor must return any overpayment within forty (40) calendar days after either
discovery by the Contractor, its independent auditor, or notification by the Department or
Customer of the overpayment.
SECTION 4. CONTRACT MANAGEMENT.
4.1 Composition and Priority.
The Contractor agrees to provide commodities or contractual services to the Customer
as specified in the Contract. Additionally, the terms of the Contract supersede the terms
of all prior agreements between the Parties on this subject matter.
4.2 Notices.
All notices required under the Contract must be delivered to the designated Contract
Manager in a manner identified by the Department.
4.3 Department's Contract Manager.
The Department's Contract Manager, who is primarily responsible for the Department's
oversight of the Contract, will be identified in a separate writing to the Contractor upon
Contract signing in the following format:
Department's Contract Manager Name
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Department's Name
Department's Physical Address
Department's Telephone #
Department's Email Address
If the Department changes the Contract Manager, the Department will notify the
Contractor. Such a change does not require an amendment to the Contract.
4.4 Contractor's Contract Manager.
The Contractor's Contract Manager, who is primarily responsible for the Contractor's
oversight of the Contract performance, will be identified in a separate writing to the
Department upon Contract signing in the following format:
Contractor's Contract Manager Name
Contractor's Name
Contractor's Physical Address
Contractor's Telephone #
Contractor's Email Address
If the Contractor changes its Contract Manager, the Contractor will notify the
Department. Such a change does not require an amendment to the Contract.
4.5 Diversity.
4.5.1 Office of Supplier Diversity.
The State of Florida supports its diverse business community by creating opportunities
for woman-, veteran-, and minority -owned small business enterprises to participate in
procurements and contracts. 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;
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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 htti)s://www.resi)ectofflorida.orq.
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 htti)s://www.oride-enterorises.orq.
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.
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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
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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.
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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;
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(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.
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Department of
MANAGEMENT
SERVICES 61',606,0-
We serve those who serve Florida
ADDITIONAL SPECIAL CONTRACT CONDITIONS
Exhibit A
The Contractor and Customers acknowledge and agree to be bound by the terms and
conditions of the Master Agreement except as otherwise specified in the Department's ACS as
modified and supplemented by the Special Contract Conditions and these Additional Special
Contract Conditions.
Contractor acknowledges that the Participating State is an agency of the State of Florida and as
such, the ACS will include the terms and conditions in these Additional Special Contract
Conditions. All references to the ACS in these Additional Special Contract Conditions include
the terms and conditions herein.
A. Orders: Contractor must be able to accept the State of Florida Purchasing Card and
MyFloridaMarketPlace (MFMP) purchase orders.
B. Contractor and Applicable Subcontractors, Affiliates, Partners, Resellers, Distributors,
and Dealers: By execution of the ACS, the Contractor acknowledges that it will not be
released of its contractual obligations to the Department or Customer because of any
failure of a subcontractor, reseller, distributor, or dealer. The ACS terms are applicable to
subcontractors, resellers, distributors, and dealers and shall apply to the Contractor's
applicable subcontractors, affiliates, partners, resellers, distributors, and dealers
providing commodities and performing services in furtherance of the ACS. The
Contractor is fully responsible for satisfactory completion of all work performed under the
ACS.
C. Purchases Prerequisites: Before fulfilling any Customer purchases and receiving
payment, the Contractor and applicable subcontractors, affiliates, partners, resellers,
distributors, and dealers must have met the following requirements, unless further
notated below:
• Have an active registration with the Florida Department of State, Division of
Corporations (www.sunbiz.orq), or, if exempt from the registration requirements,
provide the Department with the basis for such exemption.
• Be registered in the MFMP Vendor Information Portal
(https://vendor.mvfloridamarketl)lace.com) *only required by applicable
subcontractors, affiliates, partners, resellers, distributors, and dealers if receiving
payment.
• Not be on the State's Convicted, Suspended, or Discriminatory Vendor lists
(htti)://www.dms.mvflorida.com/business operations/State purchasinq/vendor in
formation/convicted susDended discriminatory comDlaints vendor lists)
• Have a copy of e-Verify status on file *only required if applicable.
• Have a current W-9 filed with the Florida Department of Financial Services
(httr)s://flvendor.mvfloridacfo.com) *only required by applicable subcontractors,
affiliates, partners, resellers, distributors, and dealers if receiving payment.
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
Contractor shall include in any subcontractor, affiliate, partner, reseller,
distributor, and dealer agreement a requirement to adhere to the purchase
prerequisite terms set forth above, if applicable.
D. MFMP Electronic Invoicing: The Contractor may supply electronic invoices in lieu of
paper -based invoices for those transactions processed through MFMP. Electronic
invoices may be submitted to the Customer through one of the mechanisms as listed
below:
1) EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set (810) for
use within the context of an Electronic Data Interchange (EDI) environment. This
transaction set can be used for invoicing via the Ariba Network (AN) for catalog and
non -catalog goods and services.
2) PO Flip via AN
This online process allows Contractors to submit invoices via the AN for catalog and
non -catalog goods and services. The Contractor has the ability to create an invoice
directly from their inbox in their AN account by simply "flipping" the PO into an
invoice. This option does not require any special software or technical capabilities.
The Contractor warrants and represents that it is authorized and empowered to and
hereby grants the State and the third -party provider of MFMP, a State contractor, the
right and license to use, reproduce, transmit, distribute, and publicly display within
MFMP. In addition, the Contractor warrants and represents that it is authorized and
empowered to and hereby grants the State and the third -party provider the right and
license to reproduce and display within MFMP the Contractor's trademarks, system
marks, logos, trade dress, or other branding designation that identifies the products
made available by the Contractor under the ACS.
The Contractor will work with the MFMP management team to obtain specific
requirements for the electronic invoicing if needed.
E. ACS Reporting: The Contractor shall provide the Department the following accurate and
complete reports associated with this ACS.
1) Contract Quarterly Sales Reports. The Contractor shall submit Quarterly Sales
Reports to the Department's Contract Manager within 30 calendar days after the
close of each State fiscal quarter (the State's fiscal quarters close on September 30,
December 31, March 31, and June 30). The Contractor's first Quarterly Sales Report
will be due 30 calendar days after the first full quarter following ACS execution.
Reports must be submitted in MS Excel format and can be retrieved by accessing
the following link at FL DMS Quarterly Sales Report Form. The report shall include
all Customer sales received and associated with this ACS during the quarter.
Initiation and submission of the Quarterly Sales Report is the responsibility of the
Contractor without prompting or notification from the Department's Contract
Manager. If no orders are received during the period, the Contractor must submit a
report stating that there was no activity. If the Contractor fails to submit two
consecutive quarterly sales reports, the ACS may be terminated, or the Department
may choose to not renew the ACS.
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
2) Certified and Minority Business Enterprises Report. Upon Customer request, the
Contractor shall report to each Customer, spend with certified and other minority
business enterprises in the provision of commodities or services related to the
Customer orders. These reports shall include the period covered; the name, minority
code, and Federal Employer Identification Number of each minority business
enterprise utilized during the period; commodities and services provided by the
minority business enterprise; and the amount paid to each minority business
enterprise on behalf of the Customer.
3) Ad Hoc Sales Reports. The Department may require additional ACS sales
information such as copies of purchase orders or ad hoc sales reports. The
Contractor shall submit these documents and reports within the timeframe specified
by the Department.
4) MFMP Transaction Fee Reports. The Contractor shall submit monthly MFMP
Transaction Fee Reports to the Department. Reports are due 15 calendar days after
the end of each month. Information on how to submit MFMP Transaction Fee
Reports online can be located on the Transaction Fee and Reporting website.
Assistance with the transaction fee reporting system is also available from the MFMP
Customer Service Desk by email at feel,rocessina(cDmvfloridamarketalace.com or
telephone at 866-FLA-EPRO (866-352-3776) from 8:00 a.m. to 6:00 p.m. Eastern
Time.
F. Financial Consequences: The following financial consequences will apply to the
Contractor's non-performance of the provision of the Quarterly Sales Reports and the
MFMP Transaction Fee Reports. The State of Florida reserves the right to withhold
payment or implement other appropriate remedies, such as ACS termination or
nonrenewal, when the Contractor has failed to comply with these provisions of the ACS.
The Contractor and the Department agree that the financial consequences for non-
performance are an estimate of damages which are difficult to ascertain and are not
penalties.
The financial consequences will be paid via check or money order and made out to the
Department of Management Services in U.S. dollars within 30 calendar days after the
required report submission date. These consequences are individually assessed for
failures over each target period beginning with the first full month or quarter of the
contract performance and every month or quarter, respectively, thereafter.
Financial Consequences Chart
Financial
Consequence
Performance
for Non -
Due Date
Performance
Deliverable
Performance Metric
(Per Calendar
Day
Late/Complet
e Report Not
Received by
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
Contractor will timely
submit complete
Quarterly Sales Reports
Contractor will timely
submit complete MFMP
Transaction Fee Reports
All Quarterly Sales Reports will
be submitted timely with the
required information
All MFMP Transaction Fee
Reports will be submitted timely
with the required information
Reports are
due on or
before the
30th calendar
day after the
close of each
State fiscal
quarter
Reports are
due on or
before the
15th calendar
day after the
close of each
month
the Contract
Manager)
$250
$100
Quarterly reporting timeframes coincide with the State Fiscal Year as follows:
Quarter 1 - (July -September) — due 30 calendar days after close of the period
Quarter 2 - (October -December) — due 30 calendar days after close of the period
Quarter 3 - (January -March) — due 30 calendar days after close of the period
Quarter 4 - (April -June) — due 30 calendar days after close of the period
The Department may not consider renewal of the ACS or price adiustments if the
Contractor is late on submittina reauired reports or pavina for outstandina fees owed.
G. Business Review Meetings: Both the Department and Customer reserve the right to
schedule business review meetings. The Department or Customer will provide the format
for the Contractor's agenda. In the event the Department or Customer schedules a
business review meeting, the Contractor shall submit the completed agenda to the
Department or Customer for review and acceptance prior to the meeting. The Contractor
shall address the agenda items and any of the Department's or Customer's additional
concerns at the meeting. At a minimum, the agenda items may include:
a. ACS compliance
b. Savings report (in dollar amount and cost avoidance)
c. Spend reports by Customer
d. Recommendations for improved compliance and performance
Failure to comply with this section may result in the Contractor being placed on a
Corrective Action Plan and possible termination of the ACS.
H. E-verify. The following terms replace Section 13.2 of Exhibit B, Special Contract
Conditions in its entirety.
The Contractor (and its subcontractors) have an obligation to utilize the U.S. Department
of Homeland Security's (DHS) E-Verify system for all newly hired employees. By
executing this ACS, the Contractor certifies that it is registered with, and uses, the E-
Verify system for all newly hired employees. The Contractor must obtain an affidavit from
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its subcontractors in accordance with paragraph (2)(b) of section 448.095, F.S., and
maintain a copy of such affidavit for the duration of the Contract. In order to implement
this provision, the Contractor shall provide a copy of its DHS Memorandum of
Understanding (MOU) to the Contract Manager within five (5) days of ACS execution.
This section serves as notice to the Contractor regarding the requirements of section
448.095, F.S., specifically sub -paragraph (2)(c)1, and the Department's obligation to
terminate the Contract if it has a good faith belief that the Contractor has knowingly
violated section 448.09(1), F.S. If terminated for such reason, the Contractor will not be
eligible for award of a public contract for at least one (1) year after the date of such
termination. The Department reserves the right to order the immediate termination of any
contract between the Contractor and a subcontractor performing work on its behalf
should the Department develop a good faith belief that the subcontractor has knowingly
violated section 448.095(1), F.S.
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
Department of
MANAGEMENT
SERVICES
We serve those who serve Florida
Alternate Contract Source (ACS)
No. 46151500-NAS PO-21-ACS
For
Body Armor and Ballistic Resistant Products
This Alternate Contract Source Contract ("ACS") is between the State of Florida, Department
of Management Services (Department), an agency of the State of Florida (State), and Point
Blank Enterprises, Inc. (Contractor), collectively referred to herein as the "Parties."
This ACS, along with Exhibit A, Exhibit B, and Exhibit C, constitute the State of Florida
Participating Addendum to the NASPO ValuePoint Master Agreement Number 164719, Body
Armor and Ballistic Resistance Products (Master Agreement).This ACS covers the Body
Armor and Ballistic Resistant Products let by the State of Colorado for use by state agencies
and other entities, as permitted by their own laws, ordinances or rules.
The Department is authorized by section 287.042(16), Florida Statutes, "To evaluate
contracts let by the Federal Government, another state, or a political subdivision for the
provision of commodities and contract services, and, if it is determined in writing to be cost-
effective and in the best interest of the state, to enter into a written agreement authorizing an
agency to make purchases under such contract."
The State of Colorado acting by and through the National Association of State Procurement
Officials' (NASPO) cooperative contracting arm, NASPO ValuePoint, competitively procured
Master Agreement Number 164719, attached hereto as Exhibit C. The Master Agreement
became effective on November 13, 2020, and is scheduled to expire on November 10, 2022.
Renewal options are available.
The Department evaluated the Master Agreement, and hereby acknowledges that use of the
Master Agreement as an alternative source contract is cost-effective and in the best interest
of the State.
Accordingly, the Parties agree as follows:
1. Term and Effective Date.
The initial term of this ACS will begin March 16, 2021, or on the date the ACS is fully signed
by all Parties, whichever is later. The ACS will expire on November 10, 2022, unless
terminated earlier by the Participating State or by the Department in accordance with Exhibit
B, Special Contract Conditions.
Page 1 of 3
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
Alternate Contract Source (ACS)
No. 46151500-NASPO-21-ACS
For
Body Armor and Ballistic Resistant Products
2. The ACS and Order of Precedence.
All Exhibits attached or listed below are incorporated in their entirety into, and will form
part of, this ACS. Exhibit A, Exhibit B, and this ACS document constitute the Participating
Addendum to the Master Agreement, and modify or supplement the terms and conditions
of the Master Agreement. In the event of a conflict, the following order of precedence
shall apply:
a) This ACS and amendments, with the latest issued having priority.
b) Exhibit A: Additional Special Contract Conditions
c) Exhibit B: Special Contract Conditions
d) Exhibit C: Master Agreement Number 164719, Body Armor and Ballistic Resistance
Products
Where the laws and regulations of a state other than the State of Florida are cited or
referenced in the Master Agreement, such citation or reference shall be replaced by the
comparable Florida law or regulation.
3. Purchases off this ACS.
Upon execution of this ACS, agencies (as defined in section 287.012, Florida Statutes)
may purchase products and services under this ACS using this State of Florida ACS No.
46151500-NASPO-21-ACS. Any product or service not offered on the Master Agreement
is not approved for purchase under this ACS. Agencies acknowledge and agree to be
bound by the terms and conditions of this ACS.
4. Primary Contacts
Department's Contract Manager:
Shaveon Nelson
Division of State Purchasing
Florida Department of Management Services
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
Telephone: (850) 922-1214
Email: Shaveon.Nelson@dms.fl.gov
Contractor's Contract Manager:
Daniela Domenecci
Point Blank Enterprises, Inc.
2102 SW 211 Street
Page 2 of 3
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
Alternate Contract Source (ACS)
No. 46151500-NASPO-21-ACS
For
Body Armor and Ballistic Resistant Products
Pompano Beach, Florida 33069
954-630-0900 ext. 1329
ddomenecci(a-)pbearmor.com
6. Warranty of Authority
Each person signing this document warrants that he or she is duly authorized to do so and to
bind the respective party.
7. Entire Agreement of the Parties
This document and amendments, with the latest issued having priority, and Exhibit A and
Exhibit B constitute the Participating Addendum. The Participating Addendum and Exhibit C
constitute the ACS Contract and the entire understanding of the Parties. Any amendments
to this ACS must be in writing and signed by the Parties.
IN WITNESS THEREOF, the Parties hereto have caused this ACS, which includes the
attached and incorporated Exhibits, to be executed by their undersigned officials as duly
authorized. This ACS is not valid and binding until signed and dated by the Parties.
Point Blank Enterprises, Inc.
DocuSigned by:
'4 5 �
Hoyt Schmidt
EVP of Commercial Business
3/1/2021 1 6:33 AM PST
Date:
STATE OF FLORIDA,
DEPARTMENT OF
9FP#.ENT SERVICES
Tami Fillyaw
Chief of Staff
3/1/2021 1 5:27 PM EST
Date:
Page 3 of 3
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
SPECIAL CONTRACT CONDITIONS
JULY 17 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.
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SECTION 1. DEFINITION.
The following definition applies in addition to the definitions in Chapter 287, Florida
Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant
to the Contract.
SECTION 2. CONTRACT TERM AND TERMINATION.
2.1 Initial Term.
The initial term will begin on the date set forth in the Contract documents or on the date
the Contract is signed by all Parties, whichever is later.
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in
whole or in part only as set forth in the Contract documents, and in accordance with
section 287.057(13), F.S.
2.3 Suspension of Work and Termination.
2.3.1 Suspension of Work.
The Department may, at its sole discretion, suspend any or all activities under the
Contract, at any time, when it is in the best interest of the State of Florida to do so. The
Customer may suspend a resulting contract or purchase order, at any time, when in the
best interest of the Customer to do so. The Department or Customer will provide the
Contractor written notice outlining the particulars of the suspension. After receiving a
suspension notice, the Contractor must comply with the notice and will cease the
performance of the Contract or purchase order. Suspension of work will not entitle the
Contractor to any additional compensation. The Contractor will not resume performance
of the Contract or purchase order until so authorized by the Department.
2.3.2 Termination for Convenience.
The Contract may be terminated by the Department in whole or in part at any time, in the
best interest of the State of Florida. If the Contract is terminated before performance is
completed, the Contractor will be paid only for that work satisfactorily performed for
which costs can be substantiated. Such payment, however, may not exceed an amount
which is the same percentage of the Contract price as the amount of work satisfactorily
performed. All work in progress will become the property of the Customer and will be
turned over promptly by the Contractor.
2.3.3 Termination for Cause.
If the performance of the Contractor is not in compliance with the Contract requirements
or the Contractor has defaulted, the Department may:
(a) immediately terminate the Contract;
(b) notify the Contractor of the noncompliance or default, require correction, and specify
the date by which the correction must be completed before the Contract is terminated; or
(c) take other action deemed appropriate by the Department.
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SECTION 3. PAYMENT AND FEES.
3.1 Pricing.
The Contractor will not exceed the pricing set forth in the Contract documents.
3.2 Price Decreases.
The following price decrease terms will apply to the Contract:
3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery
of large single orders;
3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this
Contract is a maximum price. Additionally, Contractor's pricing will not exceed the pricing
offered under comparable contracts. Comparable contracts are those that are similar in
size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must
annually submit an affidavit from the Contractor's authorized representative attesting that
the Contract complies with this clause.
3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract
term due to a change in market conditions, the Contractor may conduct sales
promotions involving price reductions for a specified lesser period. The Contractor must
submit documentation identifying the proposed: (1) starting and ending dates of the
promotion, (2) commodities or contractual services involved, and (3) promotional prices
compared to then -authorized prices.
3.3 Payment Invoicing.
The Contractor will be paid upon submission of invoices to the Customer after delivery
and acceptance of commodities or contractual services is confirmed by the Customer.
Invoices must contain sufficient detail for an audit and contain the Contract Number and
the Contractor's Federal Employer Identification Number.
3.4 Purchase Order.
A Customer may use purchase orders to buy commodities or contractual services
pursuant to the Contract and, if applicable, the Contractor must provide commodities or
contractual services pursuant to purchase orders. Purchase orders issued pursuant to
the Contract must be received by the Contractor no later than the close of business on
the last day of the Contract's term. The Contractor is required to accept timely purchase
orders specifying delivery schedules that extend beyond the Contract term even when
such extended delivery will occur after expiration of the Contract. Purchase orders shall
be valid through their specified term and performance by the Contractor, and all terms
and conditions of the Contract shall survive the termination or expiration of the Contract
and apply to the Contractor's performance. The duration of purchase orders for recurring
deliverables shall not exceed the expiration of the Contract by more than twelve months.
Any purchase order terms and conditions conflicting with these Special Contract
Conditions shall not become a part of the Contract.
3.5 Travel.
Travel expenses are not reimbursable unless specifically authorized by the Customer in
writing and may be reimbursed only in accordance with section 112.061, F.S.
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3.6 Annual Appropriation.
Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an
agency for the purchase of services or tangible personal property for a period in excess
of one fiscal year, the State of Florida's performance and obligation to pay under the
Contract is contingent upon an annual appropriation by the Legislature.
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system pursuant to section
287.057(22), F.S. All payments issued by Customers to registered Vendors for
purchases of commodities or contractual services will be assessed Transaction Fees as
prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law.
Vendors must pay the Transaction Fees and agree to automatic deduction of the
Transaction Fees when automatic deduction becomes available. Vendors will submit any
monthly reports required pursuant to the rule. All such reports and payments will be
subject to audit. Failure to comply with the payment of the Transaction Fees or reporting
of transactions will constitute grounds for declaring the Vendor in default and subject the
Vendor to exclusion from business with the State of Florida.
3.8 Taxes.
Taxes, customs, and tariffs on commodities or contractual services purchased under the
Contract will not be assessed against the Customer or Department unless authorized by
Florida law.
3.9 Return of Funds.
Contractor will return any overpayments due to unearned funds or funds disallowed
pursuant to the terms of the Contract that were disbursed to the Contractor. The
Contractor must return any overpayment within forty (40) calendar days after either
discovery by the Contractor, its independent auditor, or notification by the Department or
Customer of the overpayment.
SECTION 4. CONTRACT MANAGEMENT.
4.1 Composition and Priority.
The Contractor agrees to provide commodities or contractual services to the Customer
as specified in the Contract. Additionally, the terms of the Contract supersede the terms
of all prior agreements between the Parties on this subject matter.
4.2 Notices.
All notices required under the Contract must be delivered to the designated Contract
Manager in a manner identified by the Department.
4.3 Department's Contract Manager.
The Department's Contract Manager, who is primarily responsible for the Department's
oversight of the Contract, will be identified in a separate writing to the Contractor upon
Contract signing in the following format:
Department's Contract Manager Name
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Department's Name
Department's Physical Address
Department's Telephone #
Department's Email Address
If the Department changes the Contract Manager, the Department will notify the
Contractor. Such a change does not require an amendment to the Contract.
4.4 Contractor's Contract Manager.
The Contractor's Contract Manager, who is primarily responsible for the Contractor's
oversight of the Contract performance, will be identified in a separate writing to the
Department upon Contract signing in the following format:
Contractor's Contract Manager Name
Contractor's Name
Contractor's Physical Address
Contractor's Telephone #
Contractor's Email Address
If the Contractor changes its Contract Manager, the Contractor will notify the
Department. Such a change does not require an amendment to the Contract.
4.5 Diversity.
4.5.1 Office of Supplier Diversity.
The State of Florida supports its diverse business community by creating opportunities
for woman-, veteran-, and minority -owned small business enterprises to participate in
procurements and contracts. 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;
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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 htti)s://www.resi)ectofflorida.orq.
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 htti)s://www.oride-enterorises.orq.
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.
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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
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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: EFFOE578-714B-4775-BE64-29947D6FF365
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: EFFOE578-714B-4775-BE64-29947D6FF365
(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: EFFOE578-714B-4775-BE64-29947D6FF365
Department of
MANAGEMENT
SERVICES 61',606,0-
We serve those who serve Florida
ADDITIONAL SPECIAL CONTRACT CONDITIONS
Exhibit A
The Contractor and Customers acknowledge and agree to be bound by the terms and
conditions of the Master Agreement except as otherwise specified in the Department's ACS as
modified and supplemented by the Special Contract Conditions and these Additional Special
Contract Conditions.
Contractor acknowledges that the Participating State is an agency of the State of Florida and as
such, the ACS will include the terms and conditions in these Additional Special Contract
Conditions. All references to the ACS in these Additional Special Contract Conditions include
the terms and conditions herein.
A. Orders: Contractor must be able to accept the State of Florida Purchasing Card and
MyFloridaMarketPlace (MFMP) purchase orders.
B. Contractor and Applicable Subcontractors, Affiliates, Partners, Resellers, Distributors,
and Dealers: By execution of the ACS, the Contractor acknowledges that it will not be
released of its contractual obligations to the Department or Customer because of any
failure of a subcontractor, reseller, distributor, or dealer. The ACS terms are applicable to
subcontractors, resellers, distributors, and dealers and shall apply to the Contractor's
applicable subcontractors, affiliates, partners, resellers, distributors, and dealers
providing commodities and performing services in furtherance of the ACS. The
Contractor is fully responsible for satisfactory completion of all work performed under the
ACS.
C. Purchases Prerequisites: Before fulfilling any Customer purchases and receiving
payment, the Contractor and applicable subcontractors, affiliates, partners, resellers,
distributors, and dealers must have met the following requirements, unless further
notated below:
• Have an active registration with the Florida Department of State, Division of
Corporations (www.sunbiz.orq), or, if exempt from the registration requirements,
provide the Department with the basis for such exemption.
• Be registered in the MFMP Vendor Information Portal
(https://vendor.mvfloridamarketl)lace.com) *only required by applicable
subcontractors, affiliates, partners, resellers, distributors, and dealers if receiving
payment.
• Not be on the State's Convicted, Suspended, or Discriminatory Vendor lists
(htti)://www.dms.mvflorida.com/business operations/State purchasinq/vendor in
formation/convicted susDended discriminatory comDlaints vendor lists)
• Have a copy of e-Verify status on file *only required if applicable.
• Have a current W-9 filed with the Florida Department of Financial Services
(httr)s://flvendor.mvfloridacfo.com) *only required by applicable subcontractors,
affiliates, partners, resellers, distributors, and dealers if receiving payment.
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
Contractor shall include in any subcontractor, affiliate, partner, reseller,
distributor, and dealer agreement a requirement to adhere to the purchase
prerequisite terms set forth above, if applicable.
D. MFMP Electronic Invoicing: The Contractor may supply electronic invoices in lieu of
paper -based invoices for those transactions processed through MFMP. Electronic
invoices may be submitted to the Customer through one of the mechanisms as listed
below:
1) EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set (810) for
use within the context of an Electronic Data Interchange (EDI) environment. This
transaction set can be used for invoicing via the Ariba Network (AN) for catalog and
non -catalog goods and services.
2) PO Flip via AN
This online process allows Contractors to submit invoices via the AN for catalog and
non -catalog goods and services. The Contractor has the ability to create an invoice
directly from their inbox in their AN account by simply "flipping" the PO into an
invoice. This option does not require any special software or technical capabilities.
The Contractor warrants and represents that it is authorized and empowered to and
hereby grants the State and the third -party provider of MFMP, a State contractor, the
right and license to use, reproduce, transmit, distribute, and publicly display within
MFMP. In addition, the Contractor warrants and represents that it is authorized and
empowered to and hereby grants the State and the third -party provider the right and
license to reproduce and display within MFMP the Contractor's trademarks, system
marks, logos, trade dress, or other branding designation that identifies the products
made available by the Contractor under the ACS.
The Contractor will work with the MFMP management team to obtain specific
requirements for the electronic invoicing if needed.
E. ACS Reporting: The Contractor shall provide the Department the following accurate and
complete reports associated with this ACS.
1) Contract Quarterly Sales Reports. The Contractor shall submit Quarterly Sales
Reports to the Department's Contract Manager within 30 calendar days after the
close of each State fiscal quarter (the State's fiscal quarters close on September 30,
December 31, March 31, and June 30). The Contractor's first Quarterly Sales Report
will be due 30 calendar days after the first full quarter following ACS execution.
Reports must be submitted in MS Excel format and can be retrieved by accessing
the following link at FL DMS Quarterly Sales Report Form. The report shall include
all Customer sales received and associated with this ACS during the quarter.
Initiation and submission of the Quarterly Sales Report is the responsibility of the
Contractor without prompting or notification from the Department's Contract
Manager. If no orders are received during the period, the Contractor must submit a
report stating that there was no activity. If the Contractor fails to submit two
consecutive quarterly sales reports, the ACS may be terminated, or the Department
may choose to not renew the ACS.
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
2) Certified and Minority Business Enterprises Report. Upon Customer request, the
Contractor shall report to each Customer, spend with certified and other minority
business enterprises in the provision of commodities or services related to the
Customer orders. These reports shall include the period covered; the name, minority
code, and Federal Employer Identification Number of each minority business
enterprise utilized during the period; commodities and services provided by the
minority business enterprise; and the amount paid to each minority business
enterprise on behalf of the Customer.
3) Ad Hoc Sales Reports. The Department may require additional ACS sales
information such as copies of purchase orders or ad hoc sales reports. The
Contractor shall submit these documents and reports within the timeframe specified
by the Department.
4) MFMP Transaction Fee Reports. The Contractor shall submit monthly MFMP
Transaction Fee Reports to the Department. Reports are due 15 calendar days after
the end of each month. Information on how to submit MFMP Transaction Fee
Reports online can be located on the Transaction Fee and Reporting website.
Assistance with the transaction fee reporting system is also available from the MFMP
Customer Service Desk by email at feel,rocessina(cDmvfloridamarketalace.com or
telephone at 866-FLA-EPRO (866-352-3776) from 8:00 a.m. to 6:00 p.m. Eastern
Time.
F. Financial Consequences: The following financial consequences will apply to the
Contractor's non-performance of the provision of the Quarterly Sales Reports and the
MFMP Transaction Fee Reports. The State of Florida reserves the right to withhold
payment or implement other appropriate remedies, such as ACS termination or
nonrenewal, when the Contractor has failed to comply with these provisions of the ACS.
The Contractor and the Department agree that the financial consequences for non-
performance are an estimate of damages which are difficult to ascertain and are not
penalties.
The financial consequences will be paid via check or money order and made out to the
Department of Management Services in U.S. dollars within 30 calendar days after the
required report submission date. These consequences are individually assessed for
failures over each target period beginning with the first full month or quarter of the
contract performance and every month or quarter, respectively, thereafter.
Financial Consequences Chart
Financial
Consequence
Performance
for Non -
Due Date
Performance
Deliverable
Performance Metric
(Per Calendar
Day
Late/Complet
e Report Not
Received by
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
Contractor will timely
submit complete
Quarterly Sales Reports
Contractor will timely
submit complete MFMP
Transaction Fee Reports
All Quarterly Sales Reports will
be submitted timely with the
required information
All MFMP Transaction Fee
Reports will be submitted timely
with the required information
Reports are
due on or
before the
30th calendar
day after the
close of each
State fiscal
quarter
Reports are
due on or
before the
15th calendar
day after the
close of each
month
the Contract
Manager)
$250
$100
Quarterly reporting timeframes coincide with the State Fiscal Year as follows:
Quarter 1 - (July -September) — due 30 calendar days after close of the period
Quarter 2 - (October -December) — due 30 calendar days after close of the period
Quarter 3 - (January -March) — due 30 calendar days after close of the period
Quarter 4 - (April -June) — due 30 calendar days after close of the period
The Department may not consider renewal of the ACS or price adiustments if the
Contractor is late on submittina reauired reports or pavina for outstandina fees owed.
G. Business Review Meetings: Both the Department and Customer reserve the right to
schedule business review meetings. The Department or Customer will provide the format
for the Contractor's agenda. In the event the Department or Customer schedules a
business review meeting, the Contractor shall submit the completed agenda to the
Department or Customer for review and acceptance prior to the meeting. The Contractor
shall address the agenda items and any of the Department's or Customer's additional
concerns at the meeting. At a minimum, the agenda items may include:
a. ACS compliance
b. Savings report (in dollar amount and cost avoidance)
c. Spend reports by Customer
d. Recommendations for improved compliance and performance
Failure to comply with this section may result in the Contractor being placed on a
Corrective Action Plan and possible termination of the ACS.
H. E-verify. The following terms replace Section 13.2 of Exhibit B, Special Contract
Conditions in its entirety.
The Contractor (and its subcontractors) have an obligation to utilize the U.S. Department
of Homeland Security's (DHS) E-Verify system for all newly hired employees. By
executing this ACS, the Contractor certifies that it is registered with, and uses, the E-
Verify system for all newly hired employees. The Contractor must obtain an affidavit from
4
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
its subcontractors in accordance with paragraph (2)(b) of section 448.095, F.S., and
maintain a copy of such affidavit for the duration of the Contract. In order to implement
this provision, the Contractor shall provide a copy of its DHS Memorandum of
Understanding (MOU) to the Contract Manager within five (5) days of ACS execution.
This section serves as notice to the Contractor regarding the requirements of section
448.095, F.S., specifically sub -paragraph (2)(c)1, and the Department's obligation to
terminate the Contract if it has a good faith belief that the Contractor has knowingly
violated section 448.09(1), F.S. If terminated for such reason, the Contractor will not be
eligible for award of a public contract for at least one (1) year after the date of such
termination. The Department reserves the right to order the immediate termination of any
contract between the Contractor and a subcontractor performing work on its behalf
should the Department develop a good faith belief that the subcontractor has knowingly
violated section 448.095(1), F.S.
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
MASTER AGREEMENT AMENDMENT
Amendment # 1 Master Agreement # 164719 Amendment CMS # 174637
1. PARTIES
This Amendment to the above -referenced Master Agreement ("Contract") is entered into by and between Point Blank
Enterprises, Inc (hereinafter called "Contractor"), and the State of Colorado, acting by and through the Department of Personnel
& Administration, State Purchasing & Contracts Office (hereinafter called the "State"), and collectively referred to as the
"Parties."
2. EFFECTIVE DATE AND ENFORCEABILITY
This Amendment shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or designee
(hereinafter called the "Effective Date"). The State shall not be liable to pay or reimburse Contractor for any performance
hereunder including, but not limited to, costs or expenses incurred, or be bound by any provision hereof prior to the Effective
Date.
3. FACTUAL RECITALS
The Parties entered into a Master Agreement effective November 10, 2020, that authorized Participating States to execute
Participating Addenda with the Contractor for Body Armor and Ballistic Resistant Products, as set forth in the NASPO
ValuePoint Master Agreement, Contract number 164719.
4. CONSIDERATION
The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are
sufficient and adequate to support this Amendment.
5. LIMITS OF EFFECT
This Amendment is incorporated by reference into the Contract, and the Contract and all prior amendments thereto, if any, remain
in full force and effect except as specifically modified herein.
6. MODIFICATIONS
Per Section 1.4.2 of the Master Agreement, this Amendment shall extend the Contract for an additional term, beginning on
November 11, 2022, and ending on November 10, 2023.
7. START DATE
This Amendment shall take effect on the later of the Effective Date or November 11, 2022.
8. ORDER OF PRECEDENCE
Except for the Special Provisions, in the event of any conflict, inconsistency, variance, or contradiction between the provisions of
this Amendment and any of the provisions of the Master Agreement, the provisions of this Amendment shall in all respects
supersede, govern, and control.
THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT
CONTRACTOR STATE OF COLORADO
Point Blank Enterprises, Inc Jared S. Polis, Governor
Department of Personnel and Administration
By: Hoyt Schmidt Tony Gherardi s,�pirector
Title: EVP ^ ,, , ham.
I'I WA
By: John Chapman,ab€d3uut�wsu@.Manager
Date: �--D46306fh%610.22
Date: 4/19/2022
ALL CONTRACTS REOUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State contracts. This Amendment is not valid until signed and dated below by
the State Controller or delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
DocuSigned by:
By: y-(1 al Date: 4/21/2022
6D1AC497138C48B_. Rachael Kaml et
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
MASTER AGREEMENT AMENDMENT
Amendment # 2 1 Master Agreement # 164719 1 Amendment CMS # 182869
1. PARTIES
This Amendment to the above -referenced Master Agreement ("Contract") is entered into by and between
Point Blank Enterprises, Inc. (hereinafter called "Contractor"), and the State of Colorado, acting by and
through the Department of Personnel & Administration, State Purchasing & Contracts Office
(hereinafter called the "State"), and collectively referred to as the "Parties."
2. EFFECTIVE DATE AND ENFORCEABILITY
This Amendment shall not be effective or enforceable until it is approved and signed by the Colorado State
Controller or designee (hereinafter called the "Effective Date"). The State shall not be liable to pay or
reimburse Contractor for any performance hereunder including, but not limited to, costs or expenses
incurred, or be bound by any provision hereof prior to the Effective Date.
3. FACTUAL RECITALS
A. The Parties entered into a Master Agreement effective November 10, 2020, that authorized Participating
States to execute Participating Addenda with the Contractor for Body Armor and Ballistic Resistant
Products, as set forth in the NASPO ValuePoint Master Agreement, Contract number 164719.
B. The Contract was extended for an additional term beginning on November 11, 2022 and ending on
November 10, 2023, via the issuance of Amendment #1, CMS # 174637.
4. CONSIDERATION
The Parties acknowledge that the mutual promises and covenants contained herein and other good and
valuable consideration are sufficient and adequate to support this Amendment.
5. LIMITS OF EFFECT
This Amendment is incorporated by reference into the Contract, and the Contract and all prior amendments
thereto, if any, remain in full force and effect except as specifically modified herein.
6. MODIFICATIONS
Per Section 1.4.2 of the Master Agreement, this Amendment shall extend the Contract for an additional
term, beginning on November 11, 2023, and ending on November 10, 2024.
7. START DATE
This Amendment shall take effect on the later of the Effective Date or November 11, 2023.
8. ORDER OF PRECEDENCE
Except for the Special Provisions, in the event of any conflict, inconsistency, variance, or contradiction
between the provisions of this Amendment and any of the provisions of the Master Agreement, the
provisions of this Amendment shall in all respects supersede, govern, and control.
Page 1 of 2
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT
CONTRACTOR
Point Blank Enterprises, Inc.
By: Hoyt SChMi dt
Title: EVP
\,,,✓�yJ Ly.
D463 E F D F86 DE4A6S i gnature
Date: 5/24/2023
STATE OF COLORADO
Jared S. Polis, Governor
Department of Personnel and
Administration Tony Gherardini,
DocuSigned by: Executive Director
9olA,�, f,( gKAAAA,
B YhOehApfnan, State Purchasing Manager
Date: 5/24/2023
ALL CONTRACTS REOUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State contracts. This Amendment is not valid until
signed and dated below by the State Controller or delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
DocuSigned by:
By: A AIA IVAAI# J Date: 5/24/2023
2-11, 1 4687446E... Nhhan Manley
Page 2 of 2
DocuSign Envelope ID: EFFOE578-714B-4775-BE64-29947D6FF365
Vendor Name:
ATTACHMENT E - PRODUCT AND PRICE
MARKET BASKET ITEMS
Gender
Manufacturer NIJ - CPL Model (M=Male,NIJ
Product
Type
Manufacturer (Brand and Series)
Standard(s)
Threat Level
MSRP BID Price % Discount
Catalog # Designation N=Neutral,
F=Female)
Ballistic -resistant Vest (including carrier)
Handgun Protection
M or N
0101.06
IIA
#DIV/0!
Ballistic -resistant Vest (including carrier)
Handgun Protection
M or N
0101.06
II
#DIV/0!
Ballistic -resistant Vest (including carrier)
Handgun Protection
M or N
0101.06
IIIA
#DIV/0!
Ballistic -resistant Vest (including carrier)
Handgun Protection
F
0101.06
IIA
#DIV/0!
Ballistic -resistant Vest (including carrier)
Handgun Protection
F
0101.06
II
#DIV/0!
Ballistic -resistant Vest (including carrier)
Handgun Protection
F
0101.06
IIIA
#DIV/0!
Ballistic -resistant rifle plate(s) (including carrier)
Rifle Protection
M or N
0101.06
III
#DIV/01
Ballistic -resistant rifle plate(s) (including carrier)
Rifle Protection
M or N
0101.06
IV
#DIV/0!
Ballistic -resistant Stand-alone Plate
Rifle Protection
M or N
0101.06
II
#DIV/0!
Ballistic -resistant Stand-alone Plate
Rifle Protection
M or N
0101.06
#DIV/0!
In Conjunction With (ICW) Armor (soft armor and ICW plate)
Rifle Protection
M or N
0101.06
III
#DIV/0!
In Conjunction With (ICW) Armor (soft armor and ICW plate)
Rifle Protection
M or N
0101.06
IV
#DIV/0!
Stab -resistant Vest (including carrier)
Spike Protection
M or N
0115.00
1/Spike
#DIV/0!
Stab -resistant Vest (including carrier)
Spike Protection
F
0115.00
1/Spike
#DIV/0!
Stab -resistant Vest (including carrier)
Spike Protection
M or N
0115.00
2/Spike
#DIV/0!
Stab -resistant Vest (including carrier)
Spike Protection
F
0115.00
2/Spike
#DIV/0!
Stab -resistant Vest (including carrier)
Spike Protection
M or N
0115.00
3/Spike
#DIV/0!
Stab -resistant Vest (including carrier)
Spike Protection
F
0115.00
3/Spike
#DIV/0!
Stab -resistant Vest (including carrier)
Edged Blade Protection
M or N
0115.00
1/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Edged Blade Protection
F
0115.00
1/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Edged Blade Protection
M or N
0115.00
2/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Edged Blade Protection
F
0115.00
2/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Edged Blade Protection
M or N
0115.00
3/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Edged Blade Protection
F
0115.00
3/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
M or N
0115.00
1/Spike- 1/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
F
0115.00
1/Spike- 1/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
M or N
0115.00
1/Spike- 2/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
F
0115.00
1/Spike- 2/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
M or N
0115.00
1/Spike- 3/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
F
0115.00
1/Spike- 3/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
M or N
0115.00
2/Spike- 1/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
F
0115.00
2/Spike- 1/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
M or N
0115.00
2/Spike- 2/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
F
0115.00
2/Spike- 2/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
M or N
0115.00
2/Spike- 3/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
F
0115.00
2/Spike- 3/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
M or N
0115.00
3/Spike- 1/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
F
0115.00
3/Spike- 1/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
M or N
0115.00
3/Spike- 2/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
F
0115.00
3/Spike- 2/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
M or N
0115.00
3/Spike- 3/Edged Blade
#DIV/0!
Stab -resistant Vest (including carrier)
Spike -Edged Blade
F
0115.00
3/Spike- 3/Edged Blade
#DIV/0!
Combination Vest (including carrier)
Handgun -Spike
M or N
0101.06-0115.00
IIA-2/Spike
#DIV/0!
Combination Vest (including carrier)
Handgun -Spike
0101.06-0115.00
iIA-2/Spike
#DIV/0
Combination Vest (including carrier)
Handgun -Spike
M or N
0101.06-0115.00
II-2/Spike
#DIV/01
Combination vest (including carrier)
Handgun -Spike
0101.06-0115.00
II-2/Spike
#DIV/01
Combination Vest (including carrier)
Handgun -Spike
M or N
0101.06-0115.00
IIIA-2/Spike
#DIV/01
Combination Vest (including carrier)
Handgun -Spike
0101.06-0115.00
IIIA-2/Spike
#DIV/01
Combination Vest (including carrier)
Handgun -Spike
M or N
0101.06-0115.00
IIA-3/Spike
#DIV/01
Combination Vest (including carrier)
Handgun -Spike
0101.06-0115.00
IIA-3/Spike
unix/Mi
Combination Vest (including carrier)
Handgun -Spike
M or N
0101.06-0115.00
II-3/Spike
#DIV/0!
Combination Vest (including carrier)
Handgun -Spike
0101.06-0115.00
II-3/Spik
#DIV/0
Combination Vest (including carrier)
Handgun -Spike
M or N
0101.06-0115.00
IIIA-3/Spike
#DIV/0!
Combination Vest (including carrier)
Handgun -Spite
0101.06-0115.00
IIIA-3/Spike
#DIV/0!
Combination Vest (including carrier)
Handgun -Spike -Edged Blade
M or N
0101.06-0115.00
II-2/Spike-2/Edged Blade
#DIV/01
c,omaination Vest (including carrier)
Handgun -Spike -Edged Blade
0101.06-0115.00
II-2/Spike-2/Edged Blade
#DIV/01
Combination Vest (including carrier)
Handgun -Spike -Edged Blade
M or N
0101.06-0115.00
IIIA-2/Spike-2/Edged Blade
#DIV/01
Combination Vest (including carrier)
Hnnrlvim-Spike-Edged Blade
0101.06-0115 nn
IIIA-2/Spike-2/Edged Blade
#DIV/01
K-9 Vest
Ballistic, Stab, or Comb.
N/A
To be specified by
To be specified by manufacturer
#DIV/0!
manufacturer
Ballistic Shields
Handgun or Rifle Protection
N/A
0108.01
To be specified by manufacturer
#DIV/0!
Ballistic Helmet
Handgun Protection
N/A
0106.01
To be specified by manufacturer
#DIV/0!
INSTRUCTIONS FOR MARKET BASKET ITEMS:
1. Offeror must provide information for at least one of the Market Basket Products.
2. Offeror must fill in Column C, D, E, I and J for all Market Basket Products they are providing
information for.
3. Offeror should submit lowest customer price point for the Market Basket Product(s).
4. Offeror cannot submit pricing or information for Products not listed in the Market Basket.
S. Offeror must submit ALL required information.
INSTRUCTIONS FOR NON -MARKET BASKET ITEMS
1. Offeror is not required to provide information for any of the Non -Market Basket Items.
2. Offeror can provide information for any or all of the Non -Market Basket Items.
3. Offeror must fill out Column K, which indicates what the minimum discount % from MSRP is
that they will provide for that Product. Note: If a larger discount if offered for a Ballistic
K-9 Vest, than it is for a Stab K-9 Vest, then Offeror should list what the discount is for the Stab
Vest. This principal needs to apply to all Products listed in the Non -Market Basket.
4. Offeror cannot submit pricing or information for Products not listed in the Non -Market
Basket Items.
S. If Offeror does not provide any information in Column K, then they will not be able to
provide that Product on their Contract, should they be offered an Award.
6. Column K can state "0%" if no discount is offered for that Product.
Product
Trauma Pack
Trauma Plate
Insert
Protector (groin, shoulder, throat, etc.)
Carriers
Pouches
Replacement Vest Straps
ID Patches
Carry Bags
Face Shields
Helmet Accessories
Shield LED Lights
Shield Accessories
Other Accessories
Type
Soft
Hard
Soft or Hard
Soft or Hard
Uniform, Concealable, Tactical
All
All
All
Vest, Shield, Helmet
All
All
All
All
All
NON -MARKET BASKET ITEMS
vender
(M=Male,
Size
N=Neutral,
Threat Level
F=Femme)
All
N/A
N/A
All
N/A
N/A
All
N/A
N/A
All
N/A
All
All
M, F, N
N/A
All
N/A
N/A
All
N/A
N/A
All
N/A
N/A
All
N/A
N/A
All
N/A
N/A
N/A
N/A
N/A
All
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Minimum
Discount from
MSRP (per each)
RFP-NK-15-001