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Contract 2020-101ADocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 CONTRACT APPROVAL FORM TO: SUSAN DAUDERIS, INTERIM CITY MANAGER THRU: FREDDY SUAREZ, PROCUREMENT SERVICES DIRECTOR FROM: JINELLE LUGO, PROCUREMENT COORDINATOR E SUBJECT: BULK FUEL, GASOLINE AND DIESEL DATE: DECEMBER 17, 2020 THE PROCUREMENT SERVICES DIRECTOR RECOMMENDS THE FOLLOWING: 1. APPROVE: Agreement between the City of Clermont and Petroleum Traders Corporation to provide bulk fuel, gasoline and diesel. The agreement shall take effect on the date of execution by both parties and shall remain in effect for two (2) years, unless renewed or terminated as provided by the State of Florida contractual agreement. 2. Why is this action necessary: In accordance with the City of Clermont Purchasing Policy, the City Manager is authorized to approve contracts under $50,000 that do not require a budget amendment. 3. ADDITIONAL INFORMATION: At the request of the Environmental Services Department, the Procurement Services Department sought a contract with the State of Florida for Bulk Fuel, Gasoline, and Diesel, contract number 15100000-19-1. The estimated annual expenditures is $40,000 and it is included in the Environmental Services Department budget. The Procurement Services Department issued RFI 2111-012 to notify local vendors of the City's intent to utilize other governmental entities' contract. At the completion of the RFI the Procurement Services Department received no interest. The State of Florida contract was fully competed, advertised, and complies with the City of Clermont Purchasing Policy. 4. FISCAL IMPACT: The fiscal impact of $40,000 is included in the current year approved budget. 5. EXHIBITS: State of Florida Bid Tabulation Bulk Fuel, Gasoline and Diesel Agreement DocuSigned by: Signature APPROVAL AUTHORITY Approved ® Disapproved ❑ Reason/Suggestion (If disapproved) Interim City Manager 12/18/2020 Title Date DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 AGREEMENT NO. 2020-101 FOR BULK FUEL, GASOLINE, AND DIESEL THIS AGREEMENT, is made and entered into this 21st day of December 2020, 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 PETROLEUM TRADERS CORPORATION whose address is: PO Box 2357, Fort Wayne, IN 46801, (hereinafter referred to as "CONTRACTOR"). WHEREAS, the State of Florida through the public procurement process awarded an Agreement for bulk fuel, gasoline, and diesel, State of Florida Contract Number 15100000- 19-1; WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's response thereto and Agreement in accordance with CITY's procurement policy; and WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the State of Florida Contract Number 15100000-19-1; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I — SCOPE OF WORK The CONTRACTOR shall furnish bulk fuel, gasoline, and diesel as described in the State of Florida Contract Number 15100000-19-1, which is attached hereto and incorporated herein as Exhibit "A" and shall perform everything required by this Agreement and the other exhibits attached hereto. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR that is not specified in the CITY's purchase order. To the extent of a conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail and govern. In all instances the CITY purchasing policy, resolutions and ordinances shall apply. ARTICLE II — THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the Agreement documents and the Unit Price Schedule as set forth in Exhibit `13% attached hereto and incorporated herein. ARTICLE III — TERM AND TERMINATION This Agreement is to become effective upon execution by both parties, and shall remain in effect until June 30, 2022 unless terminated or renewed by the State of DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Florida. 2. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's convenience upon thirty (30) days written notice to CONTRACTOR b) if CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. 3. Upon mutual Agreement of the parties, this Agreement may be renewed. ARTICLE IV — PROVISION OF SERVICES AND COMPLETION OF WORK The CONTRACTOR shall only provide to CITY bulk fuel, gasoline, and diesel upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in State of Florida Contract 15100000-19-1 or in the specific purchase order or authorized order submitted by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. 2. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if it has an issue or question related to the fulfillment of the order or whether there will be any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking payment of any kind for any items that were delayed in delivery. Upon receipt of notification of the delay, CITY may at its sole option cancel the order and seek the items from any available source. 3. It is expressly understood and agreed that the passing, approval and/or acceptance of any bulk fuel, gasoline and 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 bulk fuel, gasoline and diesel so as to comply with the warranties and specifications hereof. 4. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. 2 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 ARTICLE V — PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, CONTRACTOR shall submit an invoice to CITY upon completion of the services and delivery of products to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for all accepted deliveries and undisputed product delivered and services provided, within thirty (30) calendar days of receipt of the invoice. ARTICLE VI — DISPUTE RESOLUTION - MEDIATION I. 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. 2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 3. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. ARTICLE VII — INSURANCE AND INDEMNIFICATION RIDER 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. 2. CONTRACTOR's Commercial General Liability Insurance — The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and Business Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or 3 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 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 (b) Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage Occurrence, Combined Single Limit (c) Excess Liability, Umbrella Form $2,000,000 Each Occurrence, Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 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. 2 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 ARTICLE VIII — 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. CONTRACTOR: • 1IZ ARTICLE IX — MISCELLANEOUS Petroleum Traders Corporation PO Box 2357 Fort Wayne, IN 46801 Attn: Gayle Newton City of Clermont Attn: Susan C. Dauderis, Interim City Manager 685 W. Montrose Street Clermont, FL 34711 Attorneys' Fees — In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 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. 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. 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. 5. Entire Agreement — This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all 5 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 6. Assi ng ment — Except in the event of merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this 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. 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. 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. 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. Co DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 ARTICLE X — AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: 1. This Agreement 2. Purchase Order / Notice To Proceed 3. An applicable Contractor Quote or Statement of Work 4. All documents contained in the State of Florida Contract No. 15100000-19-1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 21st day of December , 2020. CITY OF CLERMONT DocuSigned by: Escss-rr Susan C. Dauderis, Interim City Manager ATTEST: FTDocuSigned by: � Aaw►.oysl Howe Tracy Ac oyd Howe, City Clerk 7 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 PETROLEUM TRADERS CORPORATION CUSigned by: By: FZ t'(t W�OIn, (Signature) Print Name: Gayle Newton Title: Contract Sales Manager Date: 12/16/2020 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Exhibit A F LQRIDA DEPARTMENT OF MANAGEMENT SERVICES MS state purchasing We serve those who serve Flanda State Term Contract No. 15100000-19-1 For Bulk Fuel, Gasoline, and Diesel This Contract is between the State of Florida, Department of Management Services (Department), an agency of the State of Florida and Petroleum Traders Corporation (Contractor), collectively referred to herein as the "Parties." Accordingly, the Parties agree as follows: I. Contract Award The Contractor has been awarded the following fuel groups and fuel types for the Northern, Western, and Central regions: Diesel Fuel, Grade No. 2-D Ultra Low Sulfur- Transport and Non -Transport Diesel Fuel, Red Dye Grade No. 2 Ultra Low Sulfur- Transport and Non -Transport Gasoline E10, Unleaded 87 Octane- Transport and Non -Transport II. Initial Contract Term. The Initial Contract Term shall be for three years. The Initial Contract Term shall begin on July 1, 2019. The Contract shall expire on June 30, 2022, unless terminated earlier in accordance with the Special Contract Conditions. III. Renewal Term. Upon mutual written agreement, the Parties may renew this Contract, in whole or in part, for a Renewal Term not to exceed the Initial Contract Term, pursuant to the incorporated Special Contract Conditions. IV. Contract. As used in this document, "Contract" (whether or not capitalized) shall, unless the context requires otherwise, include this document and all incorporated Attachments, which set forth the entire understanding of the Parties and supersedes all prior agreements. All modifications to this Contract must be in writing and signed by all Parties. All Attachments listed below are incorporated in their entirety into, and form part of this Contract. The Contract Attachments shall have priority in the order listed: a) Exhibit A: Scope of Work, Attachment A b) Exhibit B Markup Sheet c) Exhibit C: Special Contract Conditions, Attachment C d) Exhibit D: Addenda to Solicitation e) Exhibit E: ITB and other ITB Attachments Page 1 of 2 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 State Term Contract No. 15100000-19-1 For Bulk Fuel, Gasoline, and Diesel V. Amendment to Exhibit E (ITB) ITB Section 2.1 Definitions; is hereby amended to replace two definiations for Transport and Non transport delivery to the definitions listed below: Transport Delivery - A delivery by a transport truck or other means with a minimum delivery of 6,000 gallons and a maximum delivery of; 8,500 gallons for gasoline, 7,500 gallons for diesel, and 7,500 gallons for a combination load of gasoline and diesel. Non -Transport Delivery - A delivery by tank wagon or other means with a minimum delivery of 500 gallons and a maximum delivery of; 5,999 gallons for gasoline, 5,999 gallons for diesel, and 5,999 gallons for a combination load of gasoline and diesel. VI. Contract Management. Department's Contract Manager: Frank Miller Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, Florida 32399-0950 Telephone: (850) 488-8855 Email: Frank.Miller2@dms.myflorida.com Contractor's Contract Manager: Gayle Newton Petroleum Traders Corporation. Po Box 2357 Fort Wayne, IN 46801 Telephone: (888) 637-7661 Email: gnewton@petroleumtraders.com IN WITNESS THEREOF, the Parties hereto have caused this Contract, which includes the incorporated Attachments, to be executed by their undersigned officials as duly authorized. This Contract is not valid and binding until signed and dated by the Parties. PETROLEUM TRADERS CORPORATION Date: STATE OF FLORIDA, DEPARTMENT OF MANAGEMENT SERVICES Patrick Gillespie, Deputy Secretary Date: Page 2of2 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 State Term Contract No. 16100000-19-1 For Bulk Fuel, Gasoline, and Diesel V. Amendment to Exhibit E (ITB) ITB Section 2.1 Definitions; is hereby amended to replace two definiations for Transport and Non transport delivery to the definitions listed below: Transport Delivery - A delivery by a transport truck or other means with a minimum delivery of 6,000 gallons and a maximum delivery of; 8,500 gallons for gasoline, 7,500 gallons for diesel, and 7,500 gallons for a combination load of gasoline and diesel. Non -Transport Delivery - A delivery by tank wagon or other means with a minimum delivery of 500 gallons and a maximum delivery of; 5,999 gallons for gasoline, 5,999 gallons for diesel, and 5,999 gallons for a combination load of gasoline and diesel. VI. Contract Management. Department's Contract Manager: Frank Miller Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, Florida 32399-0950 Telephone: (850) 488-8855 Email: Frank.Miller2@dms.myflorida.com Contractor's Contract Manager: Gayle Newton Petroleum Traders Corporation. Po Box 2357 Fort Wayne, IN 46801 Telephone: (888) 637-7661 Email: gnewton@petroleumtraders.com IN WITNESS THEREOF, the Parties hereto have caused this Contract, which includes the incorporated Attachments, to be executed by their undersigned officials as duly authorized. This Contract is not valid and binding until signed and dated by the Parties. PETROLEUM TRADERS CORPORATION r f ! Vicki L. Himes, Vice President 06/14/2019 Date; STATE OF FLORIDA, DEPARTMENT OF MANAGEMENT SERVICES 5717 Date: Page 2 of 2 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Invitation to Bid (ITB) No: 16-15100000-W Bulk Fuel, Gasoline, and Diesel Exhibit B Scope of Work A. General Statement 1. Purpose The State of Florida Department of Management Services' Division of State Purchasing (Department) is issuing this Invitation to Bid (ITB) to establish a state term contract for Bulk Fuel, Gasoline, and Biodiesel. Customers for this contract include all state agencies and eligible users. (It is anticipated that Customers will use approximately 10,000,000 gallons annually under the resulting Contract, if any). 2. Commodity Code List UNSPSC Commodity Description 15101505 Diesel fuel 15101506 Gasoline or Petrol 15101513 Diesel fuel off road 15101801 Biodiesel B. Definitions 1. Back Haul- Return of unused fuel. 2. Contractor - The successful bidder/Vendor who is awarded the resultant contract under this solicitation. Contractor is also known as the "Shipper". 3. Contract Manager - Person designated by the Department of Management Services (the Department) to be responsible for managing the performance of a contract. 4. Customer - An ordering entity including state agencies and eligible users, as defined in Rule 60A-1.001, Florida Administrative Code (F.A.C.). 5. Eligible User - A governmental entity defined in Rule 60A-1.001, F.A.C. 6. Emergency Delivery- When a delivery is required to help immediate risk to health, life, or property. 7. Freight Charge- The fee is applied to all shipments and is set by local authorities which means this fee may apply to both import or export shipments. 8. Pump Off- Using a pump to pull the fuel from the truck/trailer and pushes the fuel to its destination. 9. Top Off- To bring fuel to the maximum tank level of 1,000 gallons or less. Page 1 of 10 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Invitation to Bid (ITB) No: 16-15100000-W Bulk Fuel, Gasoline, and Diesel C. Commodity Specifications 1. Biodiesel Blend: Blend of grade no. 2-D ultra -low sulfur diesel and up to 20% biodiesel, for use in over the road diesel engine, meeting the American Society for Testing and Materials (A.S.T.M.) specification D7467 for biodiesel blends (6% — 20%). The biodiesel component shall consist of mono -alkyl esters of long chain fatty acids derived from new and used vegetable oils, designated B100, B99.9, or B99, meeting the A.S.T.M. specification D6751 and be certified under the BQ9000 quality program. The diesel component (grade no. 2-D ultra -low sulfur diesel) and any blends with less than 6% biodiesel shall meet A.S.T.M. specification D975. The final product shall comply with the standards in Rule 5J-21.001, F.A.C. The Contractor must deliver any blend requested by the Customer. 2. Diesel Fuel, Grade No. 2-D Ultra Low Sulfur: Grade no. 2-D (.0015 mass Percentage sulfur, 40 cetane min.), for use in over the road diesel engine, per A.S.T.M. specification D975, complying with Rule 5J-21.001, F.A.C. 3. Gasoline E10, Unleaded 87 Octane: The product shall comply with the standards in Rule 5J-21.001, F.A.C. 4. Diesel Fuel, Red Dye Grade No. 2 Ultra Low Sulfur: for use in off -road diesel engine, minimum cetane number of 40 using A.S.T.M. D613, A.S.T.M specification D975, Grade # 2 S15. The product shall comply with the standards in Rule 5J- 21.001, F.A.C. Upon Customer request, Contractor must provide all certificates concerning product quality of all commodities listed in Section C (1-4) inclusive in this Scope of Work. D. Pricing Elements for Purchase of Fuels 1. Cost of Fuel Prices will be calculated for each fuel type using the following information: 1.1 Biodiesel Blend 1.1.1 Data Transmission Network (DTN) FastRacks Average Price for Ultra Low No. 2. The daily price will be used to calculate the diesel portion for Biodiesel. 1.1.2 The Wall Street Journal's published Monday closing price for soybean oil, as printed in the Tuesday edition under "Fats and Oils" in the "Cash Prices" column. This weekly price will be used to calculate the bio portion of the Biodiesel. This method will be used unless vendor(s) can show a better way of getting the price weekly. If no Monday price is published, then the next available published price will apply (Tuesday, Wednesday, etc.). 1.1.3 Contractor's Markup as determined by the Price Sheet for the region in which delivery of Fuel is made. 1.1.4 All applicable Fuel taxes and/or petroleum associated fees as determined by the county in which delivery of Fuel is made. Page 2 of 10 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Invitation to Bid (ITB) No: 16-15100000-W Bulk Fuel, Gasoline, and Diesel Sample Calculations: B20 wholesale price = 0.80 times the price for ultra -low sulfur no. 2 diesel plus 0.20 times the price for soybean oil. B10 wholesale price = 0.90 times the price for ultra -low sulfur no. 2 diesel plus 0.10 times the price for soybean oil. B5 wholesale price = 0.95 times the price for ultra -low sulfur no. 2 diesel plus 0.05 times the price for soybean oil. The Contractor is prohibited from negotiating or billing in a manner that exceeds the stated prices included in the Contract. The Contractor agrees that the price charged to the Customer shall be subject to audit, and the Contractor shall make all records supporting the invoiced prices available for inspection, upon written request by the Customer. 1.2 Diesel Fuel, Grade No. 2-D Ultra Low Sulfur 1.2.1 DTN FastRacks Average Price for Ultra Low No. 2. 1.2.2 Contractor's Markup as determined by the Price Sheet for the region in which delivery of Fuel is made. 1.2.3 All applicable Fuel taxes and/or petroleum associated fees as determined by the county in which delivery of Fuel is made. 1.3 Gasoline E10, Unleaded 87 Octane 1.3.1 DTN FastRacks Average Price for Gasoline E-10 10% Ethanol. 1.3.2 Contractor's Markup as determined by the Price Sheet for the region in which delivery of Fuel is made. 1.3.3 All applicable Fuel taxes and/or petroleum associated fees as determined by the county in which delivery of Fuel is made. 1.4 Diesel Fuel, Red Dye Grade No. 2 Ultra Low Sulfur 1.4.1 DTN FastRacks Average Price for Ultra Low Red No. 2. 1.4.2 Contractor's Markup as determined by the Price Sheet for the region in which delivery of Fuel is made. 1.4.3 All applicable Fuel taxes and/or petroleum associated fees as determined by the county in which delivery of Fuel is made. The DTN FastRacks Average Price used above will be that of the closest appropriate terminal, on the date of delivery to the Customer, regardless of when or where the Contractor obtained fuel. The Contractor must subscribe to the DTN FastRacks Averages by calling DTN's Sales Department at 1-800-779-5775. The following terminals are used to refer to the DTN FastRacks Average Prices: • Pensacola • Panama City • Jacksonville Page 3 of 10 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Invitation to Bid (ITB) No: 16-15100000-W Bulk Fuel, Gasoline, and Diesel • Orlando • Tampa • Miami • Bainbridge, GA 2. Fuel Fees, Taxes, and Other Costs The Contractor may assess the following charges as determined by the price sheet for the county in which delivery of Fuel is made: 2.1. Delivery charges are allowed. 2.2. Freight charges will apply on all Transport Deliveries. 2.3. Pump off charge for Transport Delivery. This may be charged more than once if Transport Delivery truck is required to relocate to deliver to additional tanks. 2.4. Excessive delay charge if Contractor should wait more than 30 minutes to begin Fuel delivery. 2.5. Back haul charge if Customer orders more than tanks can hold. 2.6. Top off charge. 2.7. Tank maintenance, if customer and vendor agree. 2.8. Other fees were permitted by paragraph 215.422(3)(b), Florida Statutes. This space left intentionally blank. Page 4 of 10 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Invitation to Bid (ITB) No: 16-15100000-W Bulk Fuel, Gasoline, and Diesel E. Delivery to Customers Map of Four Geographic Regions for Delivery to Customers W Identification of Counties within Four Geographic Regions WESTERN (W) Bay Calhoun Dixie Escambia Franklin Gadsden Gulf Holmes Jackson Jefferson Lafayette Leon Liberty NORTHERN (N) Alachua Baker Bradford Clay Columbia Duval Flagler Gilchrist Hamilton Levy Marion Nassau Putnam Page 5 of 10 CENTRAL (C) Brevard Charlotte Citrus Desoto Hardee Hernando Highlands Hillsborough Indian River Lake Lee Manatee Okeechobee SOUTHERN (S) Broward Collier Glades Hendry Martin Miami -Dade Monroe Palm Beach DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Invitation to Bid (ITB) No: 16-15100000-W Bulk Fuel, Gasoline, and Diesel WESTERN (W) Madison Okaloosa Santa Rosa Taylor Wakulla Walton Washington NORTHERN(N) St. Johns Suwannee Union Volusia CENTRAL (C) Orange Osceola Pasco Pinellas Polk Sarasota Seminole St. Lucie Sumter NOTE: Gallons listed below may be converted to liters. SOUTHERN (S) 1. Normal delivery on this Contract shall be from 6,000 to 8,500 gallons for a Delivery of gasoline; 6,000 to 7,500 gallons for a Delivery of diesel; and 7,500 gallons for a combination load Transport Delivery of gasoline and diesel. 2. Delivery options on the contract for less than the normal delivery can be made via a tank wagon, LPG trucks, or other means to receive less than 6,000 gallons. 3. In the event of an emergency, gas and/or diesel deliveries/top offs can be made by a tank wagon or other available transportation for gas or diesel deliveries less than the normal delivery load. 4. Delivery shall be made available to all state agencies and their locations. Imperial measurements appearing are not intended to preclude bids for commodities with metric measurements. 5. Normal delivery of fuel will be delivered to the Customer's tank(s) within 48 hours after telephone notification is received unless specified otherwise by the Customer. For new accounts, the Contractor will be allowed additional time to enter all required account information into their ordering/billing system to establish the new account. This time will be agreed upon by the Customer and the Contractor. The State prefers that vehicles equipped with meters make delivery. If non -metered vehicles are used, the driver shall leave a metered loading report from the terminal with the Customer. If temperature corrected billing is used, the loading report shall give all pertinent information. Customer may be subject to a service charge if request is for same day delivery. 6. Before unloading of Fuel begins, Customer personnel and Contractor personnel shall measure the Customer's tank(s) to receive Fuel and shall again measure the tank(s) after delivery. Customer may be subject to a back -haul charge if the Customer orders more Fuel than the Customer's tank(s) can hold upon delivery and a portion of the Fuel ordered has to be returned. F. Emergency Fuel Plan Within thirty days of contract signing, the Contractor and the State shall jointly develop an Emergency Fuel Plan (Plan). The emergency purchases under the Plan shall include the use of Page 6 of 10 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Invitation to Bid (ITB) No: 16-15100000-W Bulk Fuel, Gasoline, and Diesel equipment and tools, and all services and responsibilities prescribed or implied which are necessary for the complete performance by the Contractor of its obligations under the Plan. This Plan shall include but not be limited to: • Commodities and services available to Customers during emergencies • An assessment of risks • Operational assignments (Who does what, when and how) • Procedures for Emergency notification (How do we tell people there's a problem?) • Procedures for activation in the event of an emergency to protect and/or recover critical assets and functions • Procedures for Plan testing • Procedures for an annual review, updating, altering and re -writing that results in a document that is fully functional and operational The plan must be able to work with the State's Fuel Card program G. Invoices 1. The Contractor shall submit timely invoices to the Customer. 2. At a minimum the invoices are to provide the following information: 2.1. Contractor's name, contract number, actual date of delivery, location of delivery, fuel manufacturer, and fuel quantity delivered; 2.2. DTN FastRacks Average Price based on the actual delivery date and named closest terminal used for price; 2.3. Exempted taxes, fees, credits, markup, and other fees consisting of freight, pump -off, excessive delay, back -haul, top -off, tank maintenance pump off fee; 2.4. Adjustments due to unforeseen circumstances including but not limited to erroneous orders, fuel spills, delivery of incorrect fuel, and cross -fueling; and 2.5. Total invoice price. 3. To encourage transparency, all line item costs on all invoices shall include a description of each cost sufficient for a Customer to understand and audit. H. Punch -out Catalog and Electronic Invoicing The Contractor will be required to provide an MFMP punch -out catalog. The punch -out catalog provides an alternative mechanism for suppliers to offer the State of Florida access to products awarded under the Contract. The punch -out catalog also allows for direct communication between the MFMP eProcurement System and a supplier's Enterprise Resource Planning (ERP) system, which can reflect real-time product inventory/availability information. Through utilization of the punch -out catalog model, a Florida buyer will "punch out" to a supplier's website. Using the search tools on the supplier's Florida punch -out catalog site, the user selects the desired products and services. When complete, the user exits the supplier's punch -out catalog site and the shopping cart (full of products and services) is "brought back" to MFMP. No orders are sent to a supplier when the user exits the supplier's punch -out catalog site. Instead, the chosen products and services are "brought back" to MFMP as Contract line Page 7 of 10 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Invitation to Bid (ITB) No: 16-15100000-W Bulk Fuel, Gasoline, and Diesel items. The user can then proceed through the normal workflow steps, which may include adding/editing the products to a requisition or a purchase order. An order is not submitted to a supplier until the buyer actually adds the line items to a requisition and the purchase order is approved and sent to the supplier. At the State's option, the Contractor holds the option to invoice electronically pursuant to guidelines of the Department of Management Services. Electronic invoices will be submitted to the agency through the Ariba Network (AN) in one of three mechanisms as listed below. The Contractors may select the method that best meets their capabilities from the following list: • cXML (commerce eXtensible Markup Language) • This standard establishes the data contents required for invoicing via cXML within the context of an electronic environment. This transaction set can be used for invoicing via the Ariba Network (AN) for catalog and non -catalog products and services. The cXML format is the Ariba preferred method for elnvoicing. • 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 AN, for catalog and non -catalog products and services. • PO Flip via AN • The online process allows suppliers to submit invoices via the AN, for catalog and non -catalog products and services. Suppliers have 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. For the purposes of this section, 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 the system the information outlined above. 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 the system the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies the products made available by the Contractor under the Contract. The Contractor will work with the MFMP management team to obtain specific requirements for the punch -out catalog and electronic invoicing. I. Contract Reporting The Contractor shall report information on orders received from state agencies and eligible users associated with this contract. The Contractor shall supply to the Department all the data, calculations, and documents used in computing all costs associated with the supply and delivery of Fuel. No favorable action will be considered for any contractor who has outstanding Contract Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other documentation, to include fees / monies that is required under this Contract. Page 8 of 10 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Invitation to Bid (ITB) No: 16-15100000-W Bulk Fuel, Gasoline, and Diesel The Contractor shall submit reports in accordance with the following schedule: Report Period Covered Due Dates MFMP Transaction Report Calendar 15th calendar day of the month following the month receipt of payment for the vendor's good or services. Contract Quarterly Sales State's Fiscal 10 calendar days after close of the period Report Quarter Savings / Price Reductions Annual 10 business days after each action that adjusts prices Diversity Report (submitted State Fiscal 10 business days after close of the period to the Customer) Year Preferred Pricing Affidavit Annual Contract anniversary date J. MFMP Transaction Fee Report The Contractor is required to submit monthly Transaction Fee Reports in the Department's electronic format. Reports are due 15 calendar days after the end of the reporting period. For information on how to submit Transaction Fee Reports online, please reference the detailed fee reporting instructions and Vendor training presentations available online at the Transaction Fee Reporting and Vendor Training subsections under Vendor on the MFMP website: MFMP Transaction Fee and Reporting. Assistance is also available with the Transaction Fee Reporting System from the MFMP Customer Service Desk by email at feeprocessinq(a_myfloridamarketplace. com or telephone 866-FLA-EPRO (866-352-3776) from 8:00 a.m. to 6:00 p.m. ET. K. Quarterly Sales Report The Contractor agrees to submit a Quarterly Sales Report to the Department's Contract Manager within 10 calendar days after the close of each State Fiscal quarter (September 30, December 31, March 31, and June 30). Quarterly Reporting periods should coincide with the contract term and should begin the quarter following contract execution. Reports must be submitted in MS Excel format. The report will include all sales (orders) from state agencies and eligible users received (associated with this contract) during the period. Initiation and submission of the Quarterly Report is the responsibility of the Contractor without prompting or notification from the Department's Contract Manager. If no orders are received during the period, the Contractor must submit a report stating that there was no activity. If the Contractor fails to submit two consecutive quarterly sales reports, the Contract may be terminated for convenience or the Department may choose to not renew the Contract. The Contractor shall report to each Customer (ordering entity), spend with certified and other minority business enterprises. These reports shall include the period covered, the name, minority code and Federal Employer Identification Number of each minority business utilized during the period, commodities and services provided by the minority business enterprise, and the amount paid to each minority business on behalf of each purchasing agency ordering under the terms of this Contract. In addition, the Department may require additional Contract sales information such as copies of purchase orders, or ad hoc sales reports. The Contractor shall submit these specific ad hoc requests within the specified amount of time as requested by the Department. Page 9 of 10 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Invitation to Bid (ITB) No: 16-15100000-W Bulk Fuel, Gasoline, and Diesel The Contractor is required to submit ad hoc reports within the specified amount of time as requested by the Department. L. Business Review Meetings In order to maintain the partnership between the Department and the Contractor, each quarter the Department may request a business review meeting. The business review meeting may include, but is not limited to, the following: • Successful completion of deliverables • Review of the Contractor's performance • Review of minimum required reports • Addressing of any elevated Customer issues • Review of continuous improvement ideas that may help lower total costs and/or improve business efficiencies M. Financial and Other Consequences The following financial consequences will apply for nonperformance of the contract by a Contractor. The State reserves the right to withhold payment or implement other appropriate remedies, such as contract termination or nonrenewal, when the Contractor has failed to perform/comply with provisions of the Contract. These consequences for non-performance are not to be considered penalties. The financial consequences will be paid via check or money order and made out to the Department of Management Services in US 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 quarter thereafter. Financial Performance Metrics Description Frequency Consequences Trigger for Non -Performance Per Day Late Submission of complete Submit Quarterly Sales Each $250 and accurate Contract Report 10 calendar quarter Quarterly Sales Report days after close of the period Submission of complete Submit Monthly Each $100 and accurate Contract Transaction Fee Report month Monthly Transaction Fee 15 calendar days after Report close of the period N. Service Level Agreement (SLA) Performance State agencies and eligible users may add SLA requirements and additional financial consequences in their statements of work for failing to meet performance requirements within any negotiated SLA or purchase order. Page 10 of 10 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions 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.....................................................................................8 SECTION 7. WORKERS' COMPENSATION AND GENERAL LIABILITY INSURANCE, AND INDEMNIFICATION................................................................................................9 SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT AND INTELLECTUAL PROPERTY...............................................................................11 SECTION 9. DATA SECURITY AND SERVICES..........................................................12 SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS ...........................14 SECTION 11. CONTRACT MONITORING....................................................................15 SECTION 12. CONTRACT AUDITS..............................................................................16 SECTION 13. BACKGROUND SCREENING AND SECURITY.....................................17 SECTION 14. INFORMATION TECHNOLOGY.............................................................18 In accordance with Rule 60A-1.002(5), F.A.C., Form PUR 1000 is included herein by reference and is superseded in its entirety by these Special Contract Conditions. Page 1 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions 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 suspension. Examples of a reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, the Contractor must comply with the notice and will cease the activities associated with any active or new purchase orders. Within ninety (90) calendar days, or any longer period agreed to by the Contractor, the Department or Customer will either (1) issue a notice authorizing resumption of work, at which time activity will resume, or (2) terminate the Contract or purchase order. Suspension of work will not entitle the Contractor to any additional compensation. 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. Page 2 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions 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 and require correction within a specified time, otherwise the Contract will terminate at the end of such time; or (c) take other action deemed appropriate by the Department. 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: (a) Preferred Pricing. Consistent with the goals of section 216.0113, F.S., Contractor acknowledges and recognizes that the Department wants to take advantage of any improvements in pricing over the course of the Contract period. To that end, the pricing indicated in this Contract is a maximum guarantee under the terms of this clause. Contractor's pricing will not exceed the pricing offered under comparable contracts. Comparable contracts are those which are similar in size, scope, and terms. Contractor must annually submit an affidavit from an authorized representative attesting that the Contract is in compliance with this clause. (b) 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 detail sufficient 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. If applicable, the Contractor must provide commodities or contractual services pursuant to purchase orders. The purchase order period of performance survives the expiration of the Contract. The duration of purchase orders must not exceed the expiration of the Contract by more than twelve (12) months. 3.5 Travel. Travel expenses are not reimbursable unless specifically authorized by the Customer in writing, and may be reimbursed only in accordance with section 112.061, F.S. 3.6 Annual Appropriation. Page 3 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions 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 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 any and all prior agreements between the Parties. 4.2 Notices. All notices required under the Contract must be delivered to the designated Contract Manager by certified mail, return receipt requested; reputable air courier service; email; personal delivery; or as otherwise 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 provided in a separate writing to the Contractor upon Contract signing in the following format: Jane Doe Address Page 4 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions Telephone # Email In the event that 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 provided in a separate writing to the Department upon Contract signing in the following format: Jane Doe <Insert Contractor name> <Insert Contractor's physical address> Telephone: (XXX) 555-XXXX Email: wane. doe(a business.gmail. corn In the event that 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 Reporting. 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 osdinfoadms.mvflorida.com. 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 Department purchasing under the Contract. 4.6 RESPECT. Subject to the agency determination provided for in section 413.036, F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413, FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER Page 5 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions 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 http://www.respectofflorida.org. 4.7 PRIDE. Subject to the agency determination provided for in sections 287.042(1) and 946.515, F.S., the following statement applies: IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED. Additional information about PRIDE and the commodities or contractual services it offers is available at http://www.pride-enterprises.org. SECTION 5. COMPLIANCE WITH LAWS. 5.1 Conduct of Business. The Contractor must comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and authority. For example, the Contractor must comply with section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran's status. Pursuant to subsection 287.058(1), F.S., the provisions of subparagraphs 287.058(1)(a)- (c), and (g), F.S., are hereby incorporated by reference, to the extent applicable. 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 any and all Page 6 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions privileges and rights relating to venue it may have under Chapter 47, F.S., and any 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. Consistent with Chapters 605 through 623, 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 the 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 the 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 subsection 20.055(5), F.S., Contractor, and any subcontractor to the Contractor, understand and will comply with their 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 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, whichever is longer. 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. 5.7 Inspection. Page 7 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions Section 215.422, F.S., provides that agencies have five (5) working days, unless the contract specifies otherwise, to inspect and approve commodities or contractual services. Items may be tested for compliance with specifications. Items delivered not conforming to specifications may be rejected and returned at the Contractor's expense. Interest penalties for late payment are also limited according to section 215.422, F.S. 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 Contractor offer subcontracting opportunities to certified woman-, veteran-, and minority -owned small businesses. The Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on certified small business enterprises available for subcontracting opportunities. 6.2 Assignment. The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations under the Contract without the prior written consent of the Department. However, the Contractor may waive its right to receive payment and assign same upon notice to the Department. In the event of any assignment, the Contractor remains responsible for performance of the Contract, unless such responsibility is expressly waived by the Department. The Department may assign the Contract with prior written notice to the Contractor. 6.3 Independent Contractor. The Contractor and its employees, agents, representatives, and subcontractors are independent contractors and not employees or agents of the Department and are not entitled to State of Florida benefits. The Department 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 of its subcontracts under the Contract. 6.4 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. 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. Page 8 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions Commodities not removed by the Contractor within ten (10) calendar days will be deemed abandoned by the Contractor and the Customer will have the right to dispose of such commodities. Contractor will reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of rejected commodities. 6.5 Safety Standards. Performance of the Contract for all commodities or contractual services must comply with requirements of the Occupational Safety and Health Act and other applicable State of Florida and federal requirements. 6.6 Ombudsman. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this office are found in section 215.422, F.S., which include disseminating information relative to prompt payment and assisting contractors in receiving their payments in a timely manner from a Customer. The Vendor Ombudsman may be contacted at (850) 413-5516. 6.7 Time is of the Essence. Time is of the essence regarding each and 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. Agencies wishing to make purchases under this Contract are required to follow the requirements of section 287.042(16) or 287.057(3) (b), F.S., and rule 60A-1.045, F.A.C. These provisions require the Department to determine that the requesting agency's use of the Contract is cost-effective and in the best interest of the State. Pursuant to their own governing laws, and subject to the agreement of the Contractor, government entities may make purchases under the terms and conditions contained herein, if agreed to by Contractor. Non -Customer purchases are independent of the Contract between the Department and the Contractor. The Department is not a party to any transaction between the Contractor and any purchaser. SECTION 7. WORKERS' COMPENSATION AND GENERAL LIABILITY INSURANCE, AND INDEMNIFICATION Page 9 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions 7.1 Workers' Compensation Insurance. To the extent required by law, the Contractor must be self -insured against, or must secure and maintain during the life of the contract, Worker's Compensation Insurance for all its employees connected with the work of this project, and in case any work is subcontracted, the Contractor must require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees unless such employees engaged in work under the resulting contract are covered by the Contractor's insurance program. Self-insurance or insurance coverage must comply with the Florida Worker's Compensation law. In the event hazardous work is being performed by the Contractor under the resulting contract and any class of employees performing the hazardous work is not protected under Worker's 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 & advertising injury, and completed operations. This insurance must provide coverage for all claims that may arise from the services and/or operations completed under the Contract, whether such services or operations are by the Contractor or anyone directly or indirectly employed by them. Such insurance must include the State of Florida as an additional named 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. All insurance policies must be with insurers licensed or eligible to transact business in the State of Florida. The Contractor must submit via email, to the Department's contract manager, insurance certificates evidencing such insurance coverage prior to execution of a contract with the Department and provide Department notice of any cancellation or nonrenewal at least ten (10) calendar days prior to cancellation or nonrenewal. 7.3 Indemnification. To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and hold the Department, 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 Department. The Contract does not constitute a waiver of sovereign immunity or consent by the Department or the State of Florida or its subdivisions to suit by third parties. Without limiting this indemnification, the Department or 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. Page 10 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT AND INTELLECTUAL PROPERTY. 8.1 Public Records. The Department may unilaterally cancel this Contract for refusal by the Contractor to comply with this section by not allowing access to all public records, as defined in Chapter 119, Florida Statutes, made or received by the Contractor in conjunction with the Contract. 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. Page 11 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions 8.2 Protection of Trade Secrets or Confidential Information. If the Contractor considers any portion of materials made or received in the course of performing the Contract ("contract -related materials") to be trade secret under section 688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the Contractor must clearly designate that portion of the materials as trade secret or otherwise confidential when submitted to the Department. The Contractor will be responsible for responding to and resolving all claims for access to contract -related materials it has designated trade secret or otherwise confidential. If the Department is served with a request for discovery of contract -related materials designated by the Contractor as trade secret or otherwise confidential, the Contractor will be responsible for filing the appropriate motion or objection in response to the request for discovery. The Department will provide materials designated trade secret or otherwise confidential if the Contractor fails to take appropriate and timely action to protect the materials designated as trade secret or otherwise confidential. 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 contract -related 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. 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. Unless specifically addressed in the Contract, intellectual property rights to all property created or otherwise developed by the Contractor for the Department or the Customer will be owned by the State of Florida at the completion of the Contract. Any inventions or discoveries developed in the course of or as a result of services performed under the Contract which 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 in connection with the Contract and will be referred to the Florida Department of State for a determination on whether patent protection will be sought for the invention or discovery. The State of Florida will be the sole owner of any and all patents resulting from any invention or discovery made in connection with this contract. 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 in connection with the Contract are the sole property of the State of Florida. SECTION 9. DATA SECURITY AND SERVICES. Page 12 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions 9.1 Duty to Provide Secure Data. The Contractor will maintain the security of State of Florida data including, but not limited to, a secure area around any displayed visible data. The Contractor will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information. 9.2 Warranty of Security. Unless otherwise agreed in writing, the Contractor and its 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 of the United States. The Contractor agrees that a violation of items listed above will result in immediate and irreparable harm to the Customer and will entitle the Customer to a credit as provided in the Contract documents. This credit is intended only to cover the Customer's internal staffing and administrative costs as well as the diminished value of services provided under the Contract and will not preclude the Customer from recovering other damages it may suffer as a result of such violation. For purposes of determining the damages due hereunder, a group of violations relating to a common set of operative facts (e.g., same location, same time period, same off -shore entity) will be treated as a single event. A violation of this provision will also entitle the Customer to recover any damages arising from a breach of this section and constitutes an event of default. The Contractor must notify the Department and the Customer as soon as possible, in accordance with the requirements of section 501.171, F.S., if applicable, and in all events within one (1) business day in the event Contractor discovers any data is breached, any unauthorized access of data occurs (even by persons or companies with authorized access for other purposes), any unauthorized transmission of data occurs, or of any credible allegation or suspicion of a material violation of the above. This notification is required regardless of the number of persons or type of data affected. The notification must be clear and conspicuous and include a description of the following: (a) The incident in general terms. (b) The type of information that was subject to the unauthorized access and acquisition. (c) The type and number of entities who were, or potentially have been affected by the breach. (d) The actions taken by the Contractor to protect the data from further unauthorized access. However, the description of those actions in the written notice may be general so as not to further increase the risk or severity of the breach. 9.3 Remedial Measures. Upon becoming aware of an alleged security breach, Contractor's Contract Manager must set up a conference call with the Department's and the Customer's Contract Manager. The conference call invitation must contain a brief description of the nature of the event. When possible, a thirty (30)-minute notice will be given to allow Department Page 13 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions personnel to be available for the call. If the designated time is not practical for the Customer, an alternate time for the call will be scheduled. Contractor must share all available information on the call. The Contractor must answer all questions based on the information known at that time and answer additional questions as additional information becomes known. The Contractor must provide the Department and the Customer with final documentation of the incident including all actions that took place. If the Contractor becomes aware of a security breach or security incident outside of normal business hours, the Contractor must notify the Department's and the Customer's Contract Manager and in all events, within one business day. 9.4 Indemnification (Breach of Warranty of Security). The Contractor agrees to defend, indemnify, and hold harmless the Department, the Customer, and the State of Florida, its officers, directors, and employees for any claims, suits, or proceedings related to a breach of the Warranty of Security. The Contractor will include credit monitoring services at its own cost for those individuals affected or potentially affected by a breach of this warranty for a two-year period of time following the breach. 9.5 Annual Certification. The Contractor is required to submit an annual certification demonstrating compliance with the Warranty of Security to the Department by December 31 of each Contract year. 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 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 for the purpose of lobbying the Legislature, the judicial branch, or the Department. Pursuant to subsection 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 execution and during the Contract's term. 10.3 Communications. Contractor shall not, without first notifying the Department's Contract Manager and securing the Department's prior written consent, make public statements which concern the Contract or its subject matter, disclose or permit disclosure of any data or information obtained or furnished in accordance with the Contract, or use any statement attributable to the Department or its employees. Public statements include press releases, publicity Page 14 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions releases, promotions, marketing materials, corporate communications, or other similar communications. The Department's written consent shall not be construed to supersede or waive the Contract requirements imposed on the Contractor to maintain confidential information. 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. In addition to the processes set forth in the Contract (e.g., service level agreements), if the Department determines that there is a performance deficiency that requires correction by the Contractor, then the Department will notify the Contractor. The correction must be made within a time -frame specified by the Department. The Contractor must provide the Department with a corrective action plan describing how the Contractor will address all performance deficiencies identified by the Department. If the corrective action plan is unacceptable to the Department, or implementation of the plan fails to remedy the performance deficiencies, the Department 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 for the retained amount. If the Contractor fails to resolve the performance deficiencies, the retained amount will be forfeited in order to compensate the Department for the performance deficiencies. 11.3 Liquidated Damages. The Contractor will promptly notify the Department or the 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. The Contractor acknowledges that untimely performance or other material noncompliance will damage the Department, 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. Page 15 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions 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 creates 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 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 this 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 Page 16 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions Contractor's contracts relating to this Contract. The State of Florida's Chief Financial Officer and the Office of the Auditor General also have authority to perform audits and inspections. 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, 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 may require the Contractor and its employees, agents, representatives, and subcontractors to provide fingerprints and be subject to such background checks as directed by the Department. The cost of the background checks will be borne by the Contractor. The Department 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. The Contractor will ensure that all background screening will be refreshed upon the request of the Department for each person during the term of the Contract. 13.2 E-Verify. In accordance with Executive Order 11-116, the Contractor agrees to utilize 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 Page 17 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions 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; (c) Fraudulent practices; (d) False pretenses; (e) Frauds; (f) Credit card crimes; (g) Forgery; (h) Counterfeiting; (i) Violations involving checks or drafts; 0) 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 services and/or commodities 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. INFORMATION TECHNOLOGY. The following applies to all contracts for information technology commodities and contractual services. "Information technology" is defined in section 287.012(15), F.S., to have the same meaning as provided in section 282.0041, F.S. 14.1 Limitation of Liability. For all claims against the Contractor under any contract or purchase order, and regardless of the basis on which the claim is made, the Contractor's liability under a contract or purchase order for direct damages shall be limited to the greater of $250,000, the dollar amount of the contract or purchase order, or two times the charges rendered by the Page 18 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 STC # 15100000-19-1 Exhibit C Special Contract Conditions Contractor under the purchase order. This limitation shall not apply to claims arising under the Indemnity paragraph contained in this agreement. Unless otherwise specifically enumerated in the Contract or in the purchase order, no party shall be liable to another for special, indirect, punitive, or consequential damages, including lost data or records (unless the contract or purchase order requires the Contractor to backup data or records), even if the party has been advised that such damages are possible. No party shall be liable for lost profits, lost revenue, or lost institutional operating savings. The State and Department 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 to the 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 to the Contractor under any contract with the State. 14.2 Information Technology Standards. Pursuant to sections 282.0051 and 282.318, F.S., the Agency for State Technology (AST) is to establish standards for the implementation and management of information technology resources. Vendors agree to cooperate with the agency in furtherance of its efforts to comply with AST standards, established in Title 74, F.A.C., as applicable. Page 19 of 19 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 dms FLORIDA DEPARTMENT OF MANAGEMENT SERVICES state purchasing We serve those who serve Florida Exhibit D ADDENDUM NO. 1 Questions and Answers ITB Amendments Page 1 of 8 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Contained herein are the answers to the questions submitted to the Department of Management Services (Department). The Department hereby amends ITB No. 16-15100000-W, as noted within this Addendum. In the event of a conflict between previously released information and the information contained herein, the information herein shall control. The information included in this addendum is now made part of this solicitation. FAILURE TO FILE A PROTEST WITHIN THE TIME PRESCRIBED IN SECTION 120.57(3), FLORIDA STATUTES, OR FAILURE TO POST THE BOND OR OTHER SECURITY REQUIRED BY LAW WITHIN THE TIME ALLOWED FOR FILING A BOND SHALL CONSTITUTE A WAIVER OF PROCEEDINGS UNDER CHAPTER 120, FLORIDA STATUTES. Any protest must be timely filed with the Department of Management Services' Agency Clerk. Please Note: This Addendum No. 1 does not need to be returned with the response. The Department has received the following questions from the vendor community though the MFMP Sourcing Tool and answers are provided in the following table: # QUESTION ANSWER 1. The Department has not previously collected detailed Could you please provide SOME idea of entities that use the sales information by tank size, volume, fuel type, or contract, locations, tank sizes, ordering volume, etc? location, so we cannot provide detailed historic measures. However, the estimated annual spend can be located in section 1.1 of the ITB. 2. How often are 500 gallon tank wagon deliveries needed versus The requested information is not in the possession of 6000 gall on? the Department. 3. Freight is priced separately. Please refer to Revised Is freight priced separately or included in the bid differential? Attachment J, Instructions tab, which has been uploaded in MFMP Sourcing, for additional information. 4. Freight Charge is the cost associated with the transportation of goods from one place to another. This Similarly, what is the Delivery Charge (per gallon) and the can include, but is not limited to, packaging and Freight Charge (flat fee, not to exceed)? How do they differ? Is insurance cost. Delivery Charge is what the Bidder is this a freight rate per location? charging to deliver to the customer and may include, but is not limited to, handling and inside delivery. The freight rate is a not to exceed rate and is applicable to Page 2 of 8 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 all locations within a given region, as identified in the Revised Attachment J. 5. What is the Top Off charge? Is this a tank wagon delivery to a A Top Off charge is a not to exceed rate that the Bidder transport tank that is already full? provides in Revised Attachment J. For the definition of Top Off, please refer to Attachment A, section B. 6. Do we have to bid transport AND tank wagon? No, please refer to Revised Attachment J, Instructions tab for this information. 7. Is a punch -out catalog required? I noticed there is no fuel No, punch -out catalogs are optional. Please see the supplier listed on the punch -out catalog vendor list. modification to Attachment A, section H, incorporated below. 8. Must all fuel invoices go through the Ariba Network? There is No. Please refer to Attachment A, section H of the ITB no fuel vendor listed on the MFMP vendor list. for additional information. 9. Currently the fee is .7% of the total contract sales per month. All payments issued by Customers to registered What is the Transaction Fee? Is it .7 of one percent of the Vendors for purchases of commodities or contractual entire price of the invoice? services will be assessed Transaction Fees as prescribed by Rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law. 10. Who determines what the nearest terminal is to a delivery A successful Bidder shall choose the closest terminal in location to be able to use the correct DTN FastRack? physical distance to the delivery location. 11. Can you please provide a spreadsheet of all tanks with sizes, please refer to the answer to question 1. locations, annual usage, and average load? 12. Payment shall be made in accordance with sections What are the payment terms? 215.422 and 287.0585 of the Florida Statutes, which govern time limits for payment of invoices. 13. When will the bid go from preview mode to open mode with the Please refer to Attachment D and the Timeline of ability to join? Events in the ITB for this information. 14. Can you please provide a list of all the tank physical addresses, tank sizes, average load size, and estimated Please refer to the answer to question 1. annual usage along with product type? 15. Can we use 10am OPIS report for Tampa and Port No. Please refer to section D in Attachment A, Scope Everglades? of work. Page 3 of 8 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 16. Is the discount sheet mandatory? Revised Attachment J is a required document. Please refer to section 7 of the ITB. 17. Please refer to Attachment D, Special Instructions to Bidders for instructions on uploading documents in MFMP Sourcing. If you need additional assistance with How do we submit the contract, online? using MFMP Sourcing, please contact the MFMP Customer Service Desk at VendorHelp@myfloridamarketplace.com or (866) 352- 3776. 18. Can the freight increase based on the distance from the port? Freight charge is a not to exceed flat rate. Please refer to Revised Attachment J for further instructions. 19. What are State of Florida's payment terms. Are Net 10 It is unclear what "Net 10 payment terms" means. payment terms acceptable? Please refer to the answer to question 12. 20' Are the previous bids available to review? Copies of the current contract/vendor agreements can be located at the following link. 21. Please provide the estimated annual volumes for each product in the ITB. 1. How much Ultra Low Sulfur Diesel number 2 Please refer to the answer to question 1. 2. How much Ultra Low Sulfur Diesel Red Dye 3. How much Biodiesel blend 4. How much gasoline 22. Please provide the following information per location and per fuel type: 1 - What volumes will be required per lift? Please refer to the answer to question 1. 2 - What is the volume required for the life of the contract? 3 - Where is the fuel being delivered to? 4 - How frequent are the deliveries? 23. The Department does not have board meetings, nor When is the first board meeting after the opening? are there any meetings after the opening. Please refer to the Timeline of Events. 24. Will decision be made before or at the board meeting? Please refer to the answer to question 23. 25. Attachment C — 3.7 — Transaction Fees... How much is the Please refer to the answer to question 9. transaction fee? Does this need to be accounted for in the The fee cannot be billed as a separate line item on invoices. Page 4 of 8 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 vendor pricing or can it be billed as a separate line item on invoices? 26. Please explain how the Delivery Charge and Freight charges are to be handled. With a bid submission by region, the actual delivery and freight rates can vary greatly depending on site Please refer to the answer to question 4. distance from the terminals. Under the current contract, freight charges are passed directly to the customer. 27. With the bid submission by region as opposed to by county, the freight/delivery rates can vary greatly, as can the markups No, you must bid by region as provided in Revised depending on which terminal is closest to each county. Can the Attachment J. bid be changed to be done by county to allow more accurate individual pricing? 28. If we are unable to do a Punch -Out Catalog, will we still be Please refer to the answer to question 7. considered for an award? 29. Main solicitation Page 7 of 17 lists Transport delivery as minimum of 8000 gallons of gas, 7200 gallons of diesel, and 7200 gallons as a gas/diesel split. Attachment `A' page 6 of 10 lists normal deliveries as 6000-8500 for gas, 6000-7500 for Please refer to Revised Attachment J. diesel, and 7500 gallons for gas/diesel splits. Attachment `J' lists 8000-7500 (should be 8500?) for gas, and 7200-7500 for diesels (more in line with solicitation page 7). Which is accurate? 30. The list of required documents on the main solicitation page 17 of 17 does not match what the online submission currently Please refer to the Revised Attachment E that has lists. Online also indicates Attachments F and K are also been uploaded in MFMP Sourcing. required, and Attachment I (if applicable) is required. Which is accurate for submission? 31. Do you consider common carriers as subcontractors? If so, how should we go about getting written approval from the State Yes, however the Department does not require written to use the various carriers throughout the state? Also, as we approval when using common carriers to deliver the will not know which carrier's we will need until we know specific commodities associated with this ITB. site information, will we have ample notification of sites to allow time to get the state's approval? 32. Could you provide physical addresses for delivery locations? Please refer to the answer to question 2. 33. Could you provide volume by product per delivery locations? Please refer to the answer to question 2. 34. What are the average load sizes per location? Please refer to the answer to question 2. Page 5 of 8 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 35. What is the volume of eachproduct? Please refer to the answer to question 1. 36. Is the Fuel Surcharge supposed to be included in the Freight All allowable charges are shown in Revised Attachment Rate? J. 37. What is the fee for the MFMP Transaction fees? Is it a per Please refer to Question 9. allon rate, or %? Please provide number. 38. What are the sizes of tanks at size? Please refer to the answer to question 2. 39. Are tanks above or underground? Please refer to the answer to question 2. 40. Will any sites havespecial instructions for deliveries? Please refer to the answer to question 2. 41. Is the FSC to be included in the freight rate? The question is unclear. 42. When is actual bid due, I notice on the site it stated time Please refer to the Solicitation's Timeline of Events. remaining in preview 12 days? Page 6 of 8 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 The following requirements supplement or replace those found in the ITB. The variations between the new and the old requirements are highlighted in yellow. 1. Section H of Attachment A, Scope of work, is hereby replaced in its entirety as follows: H. Punch -out Catalog and Electronic Invoicing The Contractor wiH be required4o may provide an MFMP punch -out catalog. The punch - out catalog provides an alternative mechanism for suppliers to offer the State of Florida access to products awarded under the Contract. The punch -out catalog also allows for direct communication between the MFMP eProcurement System and a supplier's Enterprise Resource Planning (ERP) system, which can reflect real-time product inventory/availability information. Through utilization of the punch -out catalog model, a Florida buyer will "punch out" to a supplier's website. Using the search tools on the supplier's Florida punch -out catalog site, the user selects the desired products and services. When complete, the user exits the supplier's punch -out catalog site and the shopping cart (full of products and services) is "brought back" to MFMP. No orders are sent to a supplier when the user exits the supplier's punch -out catalog site. Instead, the chosen products and services are "brought back" to MFMP as Contract line items. The user can then proceed through the normal workflow steps, which may include adding/editing the products to a requisition or a purchase order. An order is not submitted to a supplier until the buyer actually adds the line items to a requisition and the purchase order is approved and sent to the supplier. At the State's option, the Contractor holds the option to invoice electronically pursuant to guidelines of the Department of Management Services. Electronic invoices will be submitted to the agency through the Ariba Network (AN) in one of three mechanisms as listed below. The Contractors may select the method that best meets their capabilities from the following list: • cXML (commerce eXtensible Markup Language) • This standard establishes the data contents required for invoicing via cXML within the context of an electronic environment. This transaction set can be used for invoicing via the Ariba Network (AN) for catalog and non -catalog products and services. The cXML format is the Ariba preferred method for elnvoicing. • 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 AN, for catalog and non -catalog products and services. • PO Flip via AN • The online process allows suppliers to submit invoices via the AN, for catalog and non -catalog products and services. Suppliers have 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. Page 7 of 8 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 For the purposes of this section, 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 the system the information outlined above. 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 the system the Contractor's trademarks, system marks, logos, trade dress, or other branding designation that identifies the products made available by the Contractor under the Contract. The Contractor will work with the MFMP management team to obtain specific requirements for the punch -out catalog and electronic invoicing. Page 8 of 8 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 FLORIDA DEPARTMENT of MANAGEMENT SERVICES (dms state purchasing We serve those who serve Florida Exhibit E The State of Florida Department of Management Services Invitation to Bid (ITB) No: 16-15100000-W Bulk Fuel, Gasoline, and Diesel Stephanie Wyland, Procurement Officer 4050 Esplanade Way, Suite 360 Tallahassee, FL 32399 850-488-1985 Stephanie.Wyland@dms.myflorida.com Failure to file a protest within the time prescribed in section 120.57(3), Florida Statutes (F.S.), or failure to post the bond or other security required by law within the time allowed for filing a bond shall constitute a waiver of proceedings under chapter 120, F.S. Any protest must be timely filed with the Department of Management Services' Agency Clerk listed at: http://www.dms.myflorida.com/agency administration/general counsel DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 TABLE OF CONTENTS Timelineof Events................................................................................................................... 4 1 INTRODUCTION................................................................................................................ 5 1.1 Objective........................................................................................................................ 5 1.2 Term............................................................................................................................... 5 1.3 Renewal Term................................................................................................................ 5 2 ITB OVERVIEW.................................................................................................................. 5 2.1 Definitions......................................................................................................................5 2.2 Procurement Officer...................................................................................................... 7 2.3 Limitation on Contact with Government Personnel (subsection 287.057(23), F.S.) . 7 2.4 Must, Shall, Will, and Is Required................................................................................. 7 2.5 Registration with the Florida Department of State ...................................................... 8 2.6 Florida Substitute Form W-9......................................................................................... 8 2.7 Special Accommodations............................................................................................. 8 2.8 Lobbying Disclosure..................................................................................................... 8 2.9 Permits...........................................................................................................................8 2.10 Federal and State Standards........................................................................................ 8 2.11 Order of Precedence for Solicitation............................................................................ 8 3 ITB BIDDING PROCESS.................................................................................................... 9 3.1 False or Erroneous Information................................................................................... 9 3.2 Commitment to Diversity in Government Contracting ................................................ 9 3.3 Question Submission.................................................................................................... 9 3.4 Addenda to the ITB.......................................................................................................10 3.5 Protest of Terms, Conditions, and Specifications......................................................10 Page 2 of 17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 3.6 Public Opening.............................................................................................................10 3.7 Electronic Posting of Notice of Intended Award........................................................10 3.8 Protest of Notice of Intended Decision.......................................................................11 3.9 Firm Response.............................................................................................................11 3.10 Modification or Withdrawal of Bid...............................................................................11 3.11 Cost of Response Preparation and Independent Preparation...................................11 3.12 Contract Formation......................................................................................................11 4 HOW TO BID ON THE ITB................................................................................................12 4.1 General Instructions.....................................................................................................12 4.2 How to Submit a Bid.....................................................................................................13 5 PRIOR TO AWARD...........................................................................................................14 5.1 Rejection of Bids..........................................................................................................14 5.2 Minor Irregularities/Right to Reject.............................................................................14 5.3 Redacted Submissions................................................................................................14 5.4 Additional Information.................................................................................................15 5.5 Bid Disqualification......................................................................................................15 6 BASIS OF AWARD...........................................................................................................15 7 ITB ATTACHMENTS.........................................................................................................17 Page 3 of 17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Timeline of Events The table below contains the timeline of events for this solicitation. It is the responsibility of the Bidder to check for any changes. The dates and times within the Timeline of Events may be subject to change. All changes to the Timeline of Events will occur through an addendum to the solicitation and will be noticed on the Vendor Bid System (VBS). Bidders shall not rely on the MyFloridaMarketPlace sourcing time clock. It is not the official submission date and time deadline. The official solicitation closing time and deadlines are reflected in the Timeline of Events listed below. Event Time (ET). Date J ITB posted on the Vendor Bid System (VBS) and April 2, 2019 posted in MFMP Sourcing Deadline to submit questions within MFMP Sourcing 10:00 A.M. April 18, 2019 Messaging Tab Anticipated posting of answers to Bidders' questions April 30, 2019 to the solicitation Deadline to submit bids and all required documentation 10:00 A.M. May 14, 2019 Public Opening 4050 Esplanade Way, Conference Room 101 10:01 A.M. May 14, 2019 Tallahassee, FL 32399 Anticipated Notice of Intended Award May 28, 2019 Anticipated Contract start date July 1, 2019 Page 4 of 17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 1 INTRODUCTION 1.1 Objective The State of Florida Department of Management Services' Division of State Purchasing (Department) is issuing this Invitation to Bid (ITB) to establish a state term contract for Bulk Fuel, Gasoline, and Diesel. The solicitation will be administered using MFMP Sourcing. The current Bulk Fuel, Gasoline, and Diesel contract has approximately $12 million in spend annually. State agencies account for 48% of the total annual spend. The historical spend is for informational purposes only and should not be construed as representing actual, guaranteed, or minimum spend under a new contract. The Department intends to make regional awards with up to five Contractors per region. However, the Department reserves the right to award to one or multiple bidders, statewide or by counties, or to make no award, as determined to be in the best interest of the State. 1.2 Term The initial term of the contract resulting from this solicitation will be for three years. 1.3 Renewal Term Upon written agreement, the contract may be renewed in whole or in part for a period that will not exceed the term of the initial contract at the renewal pricing specified in the initial contract. Any renewal is contingent upon the satisfactory performance of the Vendor and subject to the availability of funds. 2 ITB OVERVIEW 2.1 Definitions Definitions contained in section 287.012, F.S., Rule 60A-1.001, Florida Administrative Code (F.A.C.), Special Contract Conditions and the PUR 1001 form are incorporated by reference. In the event of a conflict, the definitions listed in this section supersede the incorporated definitions. All definitions apply in both their singular and plural sense. Bidder or "Respondent" - A Vendor who submits a response to this ITB. Biodiesel Blend - An alternative fuel consisting of Diesel Fuel, Grade No. 2-D Ultra Low Sulfur and a requested blend of soybean oil. BQ-9000® - A cooperative and voluntary program for the accreditation of producers and marketers of biodiesel fuel created by the National Biodiesel Accreditation Program. Business Day - Each day Monday through Friday from 8:00 a.m. to 5:00 p.m. Eastern Time (ET) during which the State and its agencies are open for business. Commodity - A product. The terms products and commodities may be used interchangeably throughout this ITB. Commodity Code - The State of Florida numeric code for classifying commodities and contractual services that meet specific requirements, specifications, terms, and conditions herein. Florida has adopted the United Nations Standard Products and Services Code (UNSPSC) for classifying commodities and services. Page 5 of 17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Confidential Information - Any portion of a company's documents, data, or records relating to its bid that a Vendor claims is confidential and not subject to disclosure pursuant to Chapter 119, F.S., the Florida Constitution, or other applicable authority, and that is clearly marked "Confidential". Contract - The written agreement resulting from this ITB. Contractor - The business entity that is awarded a Contract resulting from this ITB. The terms Vendor, Successful Bidder or Awarded Vendor may be used interchangeably throughout this ITB. Customer - An ordering entity including state agencies and eligible users. Dealer or Certified Representative - A representative authorized to market, sell, and service specific commodities such as gasoline and diesel. Department - The Florida Department of Management Services. DTN FastRacks Average - The fuel pricing service provided by the Data Transmission Network, an industry benchmark for pricing fuel and other commodities. Eligible User (EU) - A governmental entity defined in Rule 60A-1.001, F.A.C. Fuel - Any Fuel product obtained through this Contract. Fuel product shall include unleaded El gasoline, Ultra Low Sulfur no. 2 diesel, Ultra Low Sulfur no. 2 off road, dyed diesel and biodiesel to be delivered to State and Customer facilities. Markup - The Contractor's price to cover all costs associated with providing Fuel to Customer facilities. Markups may differ based on where the Fuel is obtained according to the Fuel terminals and actual type of Fuel ordered. Markup for Fuel shall be on a price per gallon basis. Markup may be expressed as a negative number of the Contractor is offering a discount off the DTN FastRacks Average Price. The Contractor shall assess no other fees associated with the delivery of Fuel except as detailed in the Scope of Work (Attachment A). Non -Transport Delivery - A delivery by tank wagon or other means with a minimum delivery of 500 gallons and a maximum delivery of 7,999 gallons for gasoline, 7,199 gallons for diesel, and 7,199 gallons for a combination load of gasoline and diesel. Purchase - A transaction that results in the Customer obtaining ownership of a commodity. Responsible vendor - A vendor who has the capability in all respects to fully perform the Contract requirements and the integrity and reliability that will assure good faith performance. (Subsection 287.012(25), F.S.) Responsive bid - A bid submitted by a responsive and responsible vendor that conforms in all material respects to the solicitation. (Subsection 287.012(26), F.S.) State - The State of Florida. Page 6 of 17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Tank Wagon - A delivery by a tank wagon or other means with a minimum delivery of 500 gallons. Transport Delivery - A delivery by a transport truck with a minimum delivery of 8,000 gallons for gasoline, 7,200 gallons for diesel, and 7,200 gallons for a combination load of gasoline and diesel. United Nations Standard Products and Services Code (UNSPSC) - A commodity code list used by the State. Vendor Bid System (VBS) - The State of Florida bidding system. (Subparagraph 287.042(3)(b)2., F.S.) Vendor - An entity that is in the business of providing a commodity or service similar to those within the solicitation. 2.2 Procurement Officer The Procurement Officer is the sole point of contact from the date of release of this ITB until 72 hours after the intent to award is posted. The Procurement Officer for this ITB is: Stephanie Wyland, Associate Category Manager Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360, Tallahassee, FL 32399-0950 Phone: (850) 488-1985 Email: Stephan ie.Wyland(a)dms.myflorida.com ****ALL EMAILS TO THE PROCUREMENT OFFICER SHOULD CONTAIN THE SOLICITATION NUMBER IN THE SUBJECT LINE OF THE EMAIL**** 2.3 Limitation on Contact with Government Personnel (subsection 287.057(23), F.S.) Between the release of this solicitation and the end of the 72-hour period following the Department posting the Notice of Intended Award, excluding Saturdays, Sundays, and State holidays (section 110.117, F.S.), Bidders to this solicitation or persons acting on their behalf may not contact any employee or officer of the executive or legislative branch concerning any aspect of this solicitation, except in writing to the Procurement Officer or as provided in the solicitation documents. Violation of this provision may be grounds for rejecting a response. 2.4 Must, Shall, Will, and Is Required Although this solicitation uses terms such as "must," "shall," "will," and "is required," and may define certain items as requirements, the Department reserves the right, in its discretion, to waive any minor irregularity, technicality, or omission if the Department determines that it is in the best interest of the State to do so. However, failure to provide requested information may result in the rejection of a bid. There is no guarantee that the Department will waive an omission or deviation, or that any Vendor with a bid containing a deviation or omission will be considered for award of this procurement. The Department may reject any bid not submitted in the manner specified by this solicitation. The words "should" or "may" in this solicitation indicate desirable attributes or conditions but are permissive in nature. Page 7 of 17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 2.5 Registration with the Florida Department of State If awarded a Contract, the Bidder shall provide a PDF file of its current and active registration with the Department of State prior to contract execution. NOTE: Pursuant to section 607.1501, F.S., out-of-state corporations where required, must obtain a Florida Certificate of Authorization pursuant to section 607.1503, F.S., from the Florida Department of State, Division of Corporations, to transact business in the State of Florida. Website: www.sunbiz.org. 2.6 Florida Substitute Form W-9 All vendors must register and complete an electronic Florida Substitute Form W-9 prior to execution of a Contract. The Internal Revenue Service (IRS) receives and validates the information vendors provide on the Florida Substitute Form W-9. For instructions on how to complete the Florida Substitute Form W-9, please visit: https://fivendor.mvfloridacfo.com/. 2.7 Special Accommodations Any person requiring a special accommodation due to a disability should contact the Department's Americans with Disabilities Act (ADA) Coordinator at (850) 922-7535 at least five business days prior to the scheduled event. If you are hearing or speech impaired, please contact the ADA Coordinator by using the Florida Relay Service at (800) 955-8771 (TDD). The telephone numbers are supplied for notice purposes only. 2.8 Lobbying Disclosure The successful Bidder shall comply with applicable federal requirements for the disclosure of information regarding lobbying activities of the successful Bidder, subcontractors or any authorized agent. Certification forms shall be filed by the successful Bidder and all subcontractors, certifying that no federal funds have been or shall be used in federal lobbying activities and the disclosure forms shall be used by the successful Bidder and all subcontractors to disclose lobbying activities. The successful Bidder shall comply with the provisions of section 216.347, F.S., which prohibits the expenditure of contract funds for the purpose of lobbying the Legislature or a state agency. 2.9 Permits The Customer will be responsible for all facility -required permits pertaining to Fuel storage, maintenance, and handling in accordance with all local, state and federal laws. The Contractor and Customer may work together to create a maintenance program for the fuel tanks. 2.10 Federal and State Standards All specifications shall be in full and complete compliance with all Federal and State of Florida laws and regulations applicable to the type and class of Commodity being provided. This includes, but is not limited to, Federal Motor Equipment Safety Standards ("FMVSS"), Occupational Safety and Health Administration ("OSHA"), Environmental Protection Agency ("EPA") Standards, and State of Florida requirements that apply to the type and class of Commodity being provided. In addition, any Federal or State legislation that should become effective during the term of the Contract, including any renewals, regarding equipment safety or emissions shall immediately become a requirement of the Contract. The Contractor must meet or exceed any such requirements of the laws and regulations. If an apparent conflict exists, the Contractor must contact the Contract Manager immediately. Delivery of non -conforming product shall be cause for Contract termination and possible Contractor suspension. 2.11 Order of Precedence for Solicitation In the event of a conflict, the conflict will be resolved in the following order of precedence (highest to lowest): Page 8 of 17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 a) Addenda to Solicitation, if issued (in reverse order of issuance) b) Attachment A: Scope of Work c) Attachment C: Special Contract Conditions d) This ITB and other Attachments 3 ITB BIDDING PROCESS The ITB is a method of competitively soliciting a commodity or contractual service pursuant to paragraph 287.057(1)(a), F.S. The Department posts an ITB on the VBS to initiate the process and posts the ITB in MFMP Sourcing. Bidders must submit questions in writing to the Procurement Officer via the Messages tab in MFMP Sourcing by the date listed in the Timeline of Events. Bids must be submitted in MFMP Sourcing by the deadline listed in the Timeline of Events. The Department will open the bids in a public meeting. Once the Department has verified the bids, the Department will post an agency decision in accordance with the Basis of Award section on the VBS. 3.1 False or Erroneous Information The Department will evaluate responses from Responsive and Responsible Vendors. A Respondent who fails to provide the requested information or clarification or submits false or erroneous information may be deemed non -responsive and not awarded a contract. If the Respondent's response is found to contain false or erroneous information after contract award, the Contract may be terminated, and the Department may pursue any other legal action punishable by law. 3.2 Commitment to Diversity in Government Contracting The State of Florida is committed to supporting its diverse business industry and population through ensuring participation by woman-, veteran-, and minority -owned small businesses enterprises in the economic life of the state. The State of Florida Mentor Protege Program connects certified business enterprises with private corporations for business development mentoring. The Department strongly encourages firms doing business with the State of Florida to consider participating in this initiative. More information on the Mentor Protege Program may be obtained by contacting the Office of Supplier Diversity at (850) 487-0915 or osdinfo(a-)dms.myflorida.com. The Department supports diversity in its procurement program and requests that all subcontracting opportunities afforded by this solicitation enthusiastically embrace diversity. The award of subcontracts should reflect the vast array of citizens in the State of Florida. The Bidder can contact the Office of Supplier Diversity at (850) 487-0915 for information on certified business enterprises that may be considered for subcontracting opportunities. 3.3 Question Submission The Department invites interested and registered Vendors to submit questions regarding the solicitation. Vendors who have `Joined' the MFMP Sourcing event are able to submit questions using the MFMP Sourcing `Messages' tab (referred to as the "Q&A Board" in PUR 1001). Questions can be submitted in MFMP Sourcing until the Question Submission Deadline listed in the Timeline of Events. The following quoted text replaces Paragraph 5 of PUR 1001: "Questions must be submitted via the Q&A Board within MFMP Sourcing and must be RECEIVED NO LATER THAN the time and date reflected on the Timeline of Events. Questions Page 9of17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 shall be answered in accordance with the Timeline of Events. All questions submitted shall be published and answered in a manner that all proposers will be able to view. Proposers shall not contact any other employee of the Buyer or the State for information with respect to this solicitation. Each respondent is responsible for monitoring the Vendor Bid System for new or changing information. The Buyer shall not be bound by any verbal information or by any written information that is not contained in the solicitation documents or formally noticed and issued by the Buyer's contracting personnel. Questions to the Procurement Officer or to any Buyer personnel shall not constitute formal protest of the specifications or of the solicitation, a process addressed in paragraph 20 of these Instructions." Bidders are strongly encouraged to raise any questions or concerns regarding this ITB, including the proposed Contract terms and conditions, during the open question period. 3.4 Addenda to the ITB The Department reserves the right to modify this solicitation by addenda. Addenda may modify any aspect of this solicitation. Any addenda issued will be posted on the VBS. It is the Bidder's responsibility to check for any changes to a solicitation prior to submitting a bid. 3.5 Protest of Terms, Conditions, and Specifications With respect to a protest of the terms, conditions and specifications contained in this solicitation, including any provisions governing the methods for scoring responses, awarding contracts, or modifying or amending any contract, a notice of protest shall be filed in writing with the Agency Clerk, Department of Management Services, 4050 Esplanade Way, Tallahassee, FL 32399- 0950, within 72 hours after the posting of the solicitation. For purposes of this provision, the term "the solicitation" includes this solicitation document, any addendum, response to written questions, clarification or other document concerning the terms, conditions, and specifications of the solicitation. Failure to file a protest within the time prescribed in subsection 120.57(3), F.S., or failure to post the bond or other security required by law within the time allowed for filing a bond shall constitute a waiver of proceedings under Chapter 120, F.S. When protesting a decision or intended decision (including a protest of the terms, conditions, and specifications of the solicitation), the protestor must post a bond with the formal protest that is equal to one percent of the Department's estimated contract amount. The estimated contract amount is not subject to protest. 3.6 Public Opening Bids will be opened on the date and at the location indicated in the Timeline of Events. Bidders are not required to attend. The Department generally does not announce prices or release other materials at this public meeting, pursuant to paragraph 119.071(1)(b), F.S. 3.7 Electronic Posting of Notice of Intended Award The Department shall electronically post a Notice of Intended Award on the VBS for review by interested parties at the time and location specified in the Timeline of Events. The Notice of Intended Award shall remain posted for a period of 72 hours, not including weekends or State observed holidays. If the Notice of Intended Award is delayed, in lieu of posting the Notice of Intended Award the Department may post a notice of delay and a revised date for posting the Notice of Intended Award. Page 10 of 17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 3.8 Protest of Notice of Intended Decision Anyone desiring to protest the Notice of Intended Award shall file any notice of protest and any subsequent formal written protest with the Agency Clerk, Department of Management Services, 4050 Esplanade Way, Tallahassee, FL 32399-0950, within the time prescribed in subsection 120.57(3) F.S., and Chapter 28-110, Florida Administrative Code. The Procurement Officer should be copied on such filings. When protesting a decision or intended decision (including a protest of the terms, conditions and specifications of the solicitation), the protestor must post a bond with the formal protest that is equal to one percent of the Department's estimated contract amount. The estimated contract amount is not subject to protest. Failure to file a protest within the time prescribed in subsection 120.57(3), F.S., or failure to post the bond or other security required by law within the time allowed for filing a bond shall constitute a waiver of proceedings under Chapter 120, F.S. 3.9 Firm Response The Department intends to award a contract within sixty days after the date of the bid opening, during which period bids shall remain firm and shall not be withdrawn. If an award is not made within sixty days, all bid responses shall remain firm until either the Department awards the Contract, or the Department receives from the Bidder written notice that the response is withdrawn. Bid responses that express a shorter duration may, in the Department's sole discretion, be accepted or rejected. 3.10 Modification or Withdrawal of Bid Bidders are responsible for the content and accuracy of their bid. Bidders may modify or withdraw their bid at any time prior to the bid due date in accordance with the Timeline of Events. 3.11 Cost of Response Preparation and Independent Preparation The costs related to the development and submission of a response to this ITB is the full responsibility of the Bidder and are not chargeable to the Department. A Bidder shall not, directly or indirectly, collude, consult, communicate or agree with any other Vendor or Bidder as to any matter related to the response each is submitting. Additionally, a Bidder shall not induce any other Bidder to modify, withdraw, submit or not submit a response. 3.12 Contract Formation The Department may issue a Notice of Intended Award to successful Bidder(s). However, no contract shall be formed between a Bidder and the Department until the Department signs the contract. The Department shall not be liable for any work performed before the contract is effective. The Department intends to enter into a contract(s) with Bidder(s) pursuant to the Basis of Award section of this solicitation. No additional documents submitted by a Bidder shall be incorporated in the contract unless it is specifically identified, incorporated by reference, and approved by the Department. If any additional documents are submitted by the Bidder, the additional documents will not be considered for the Basis of Award. Page 11 of 17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 4 HOW TO BID ON THE ITB This section contains instructions to Bidders on how to submit a bid. 4.1 General Instructions PUR 1001, the General Instructions to Bidders, is incorporated by reference and provided via the link below: httD://www.dms.mvflorida.com/content/download/2934/11 780/1001. Ddf In the event any conflict exists between Attachment D — Special Instructions to Bidders and these General Instructions to Bidders, the Attachment D, Special Instructions shall prevail. The following section of the PUR 1001 (General Instructions) is modified as follows: 9. In submitting a response, each respondent understands, represents, and acknowledges the following. * The respondent is not currently under suspension or debarment by the State or any other governmental authority. * To the best of the knowledge of the person signing the response, the Respondent, its affiliates, subsidiaries, directors, officers, and employees are not currently under investigation by any governmental authority and have not in the last 10 years been convicted or found liable for any act prohibited by law in any jurisdiction, involving conspiracy or collusion with respect to bidding on any public contract. * Respondent currently has no delinquent obligations to the State, including a claim by the State for liquidated damages under any other contract. * The submission is made in good faith and not pursuant to any agreement or discussion with, or inducement from, any firm or person to submit a complementary or other noncompetitive response. * The prices and amounts have been arrived at independently and without consultation, communication, or agreement with any other respondent or potential respondent; neither the prices nor amounts, actual or approximate, have been disclosed to any respondent or potential respondent, and they will not be disclosed before the solicitation opening. * The respondent has fully informed the Department in writing of all convictions of the firm, its affiliates (as defined in paragraph 287.133(1)(a),F.S.), and all directors, officers, and employees of the firm and its affiliates for violation of state or federal antitrust laws with respect to a public contract for violation of any state or federal law involving fraud, bribery, collusion, conspiracy or material misrepresentation with respect to a public contract. This includes disclosure of the names of current employees who were convicted of contract crimes while in the employ of another company. * Neither the Respondent nor any person associated with it in the capacity of owner, partner, director, officer, principal, investigator, project director, manager, auditor, or position involving the administration of federal funds: Page 12 of 17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Has within the preceding three years been convicted of or had a civil judgment rendered against them or is presently indicted for or otherwise criminally or civilly charged for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a federal, state, or local government transaction or public contract; violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; or • Has within a three-year period preceding this certification had one or more federal, state, or local government contracts terminated for cause or default. * The product offered by the Respondent will conform to the specifications without exception. * The Respondent has read and understands the Contract terms and conditions, and the submission is made in conformance with those terms and conditions. * If an award is made to the Respondent, the Respondent agrees that it intends to be legally bound to the Contract that is formed with the State. * The Respondent has made a diligent inquiry of its employees and agents responsible for preparing, approving, or submitting the response, and has been advised by each of them that he or she has not participated in any communication, consultation, discussion, agreement, collusion, act or other conduct inconsistent with any of the statements and representations made in the response. * The Respondent shall indemnify, defend, and hold harmless the Department and its employees against any cost, damage, or expense which may be incurred or be caused by any error in the respondent's preparation of its bid. * All information provided by, and representations made by, the Respondent are material and important and will be relied upon by the Department in awarding the Contract. Any misstatement shall be treated as fraudulent concealment from the Department of the true facts relating to submission of the bid. A misrepresentation shall be punishable under law, including, but not limited to, Chapter 817, F.S. 4.2 How to Submit a Bid Bidders will submit their bids electronically via MFMP Sourcing. Bidders shall enter all required attachments and documents electronically in MFMP Sourcing during this solicitation as indicated. The Department will only evaluate bids submitted using MFMP Sourcing. Mass produced general information/promotional material about the Bidder that is prepared/printed for general distribution is not permitted. The emphasis of each bid shall be on completeness and clarity of content, prepared simply and economically, providing a straightforward, concise delineation of the Bidder's capabilities to satisfy the requirements of this solicitation. By submitting a bid to this solicitation, the Bidder agrees to and waives any objections to requirements contained in the solicitation. By submitting a bid, the Bidder certifies that it agrees to and satisfies all requirements specified in this solicitation. Page 13 of 17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 Respondents must upload an electronic copy of all required documentation in the MFMP Sourcing application. The following conditions apply: • In the case where the Department provides an attachment that is able to be filled in, Respondents are to download the attachment, fill it out, and then attach the filled in copy in the link provided. • In the case of original or signed documentation, Respondents may attach scanned copies of original documents which have been filled in and signed by an individual authorized to respond on the Bidder's behalf. • In the case where multiple original or signed items are requested as part of a single requirement, please combine multiple scanned items into a single PDF attachment. Each link in MFMP will only accept a single attachment. • MFMP accepts files up to 20 megabytes (MB) in size. Submit all required attachments and documentation in MFMP Sourcing in accordance with the applicable instructions. Failure to submit all of the required attachments and documentation in MFMP Sourcing may result in a determination of Bidder non -responsiveness. Bidders are responsible for submitting their bids in MFMP Sourcing by the date and time specified in the Timeline of Events of this solicitation. The Department will not consider late bids. Attachments submitted in MFMP Sourcing should be named similarly to the following file naming conventions: Example: JohnDoeLLC_Attach ment_E.pdf John DoeLLC_AttachmentJMarkupSheet.xlsx (Excel) 5 PRIOR TO AWARD 5.1 Rejection of Bids Bids that do not meet all requirements, specifications, terms, and conditions of the solicitation or fail to provide all required information, documents, or materials may be rejected as non- responsive. Bidders whose bids, references, or current status does not reflect the capability, integrity, or reliability to fully and in good faith perform the requirements of a contract may be rejected as not responsible. The Department reserves the right to determine which bids meet the requirements of this solicitation, and which Bidders are responsive and responsible. 5.2 Minor Irregularities/Right to Reject The Department reserves the right to accept or reject any or all bids, or separable portions thereof, and to waive any minor irregularity, technicality, or omission if the Department determines that doing so shall serve the Department's best interests. The Department may reject any response not submitted in the manner specified by the solicitation documents. 5.3 Redacted Submissions The following section supplements section 19 of the PUR 1001 If Bidder considers any portion of the documents, data or records submitted in response to this solicitation to be confidential, proprietary, trade secret or otherwise not subject to disclosure pursuant to Chapter 119, F.S., the Florida Constitution or other authority, Bidder must mark the document as "Confidential" and simultaneously provide the Department with a separate redacted copy of its response and briefly describe in writing the grounds for claiming exemption from the public records law, Page 14 of 17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 including the specific statutory citation for such exemption. This redacted copy shall contain the Department's solicitation name, number, and the Bidder's name on the cover, and shall be clearly titled "Redacted Copy." The Redacted Copy should only redact those portions of material that the Bidder claims is confidential, proprietary, trade secret or otherwise not subject to disclosure. In the event of a request for public records pursuant to Chapter 119, F.S., the Florida Constitution or other authority, to which documents that are marked as confidential are responsive, the Department will provide the Redacted Copy to the requestor. If a requestor asserts a right to the Confidential Information, the Department will notify the Bidder such an assertion has been made. It is the Bidder's responsibility to assert that the information in question is exempt from disclosure under Chapter 119, F.S., or other applicable law. If the Department becomes subject to a demand for discovery or disclosure of the Confidential Information of the Bidder in a legal proceeding, the Department shall give the Bidder prompt notice of the demand prior to releasing the information (unless otherwise prohibited by applicable law). The Bidder shall be responsible for defending its determination that the redacted portions of its response are confidential, proprietary, trade secret, or otherwise not subject to disclosure. By submitting a bid, the Bidder agrees to protect, defend, and indemnify the Department for any and all claims arising from or relating to the Bidder's determination that the redacted portions of its bid are confidential, proprietary, trade secret, or otherwise not subject to disclosure. If Bidder fails to submit a redacted copy of information it claims is confidential, the Department is authorized to produce the entire documents, data, or records submitted to the Department in answer to a public records request for these records. 5.4 Additional Information By submitting a bid, Bidder certifies that it agrees to and satisfies all requirements specified in the ITB. The Department may request, and Bidder shall provide, additional supporting information or documentation. Failure to supply supporting information or documentation as required and requested may result in the bid being deemed non -responsive. 5.5 Bid Disqualification Bids that do not meet all requirements, specifications, terms and conditions of the solicitation or fail to provide all required information, documents or materials may be rejected as non- responsive. Bids that contain provisions that are contrary to the requirements of the solicitation are not permitted. Bidders whose bids, past performance or current status do not reflect the capability, integrity or reliability to fully and in good faith perform the requirements of this solicitation may be rejected as non -responsive. The Department reserves the right to determine which bids meet the requirements of this solicitation and which Bidders are responsive and responsible. 6 BASIS OF AWARD The Contract will be awarded to the responsible and responsive bidders with the lowest Calculated Markup for each fuel and delivery type in each of the four regions, as shown on the Markup Sheet (Attachment J). The Department may issue up to five awards for each fuel and delivery type in each of the four regions described in the Scope of Work (Attachment A). Page 15 of 17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 6.1 Transport Delivery For Transport Delivery bids, the Bidder's Calculated Markup for each fuel type will be calculated on the Markup Sheet (Attachment J) using the following formula: (T'x0.54)+(A'x0.06)+(TRx0.36)+(ARx0.04)=Z Where: T' = Initial Term Markup A' = Sum of Initial Term Allowable Charges ("All Delivery Types" and "Transport Delivery Only") TR = Renewal Term Markup AR = Sum of Renewal Term Allowable Charges ("All Delivery Types" and "Transport Delivery Only") Z = Bidder's Calculated Markup 6.2 Non -Transport Delivery For Non -Transport Delivery bids, the Bidder's Calculated Markup for each fuel type will be calculated on the Markup Sheet (Attachment J) using the following formula: (NI x 0.54) + (BI x 0.06) + (NR x 0.36) + (BR x 0.04) = Z Where: NI = Initial Term Markup BI = Sum of Initial Term Allowable Charges ("All Delivery Types" only) NR = Renewal Term Markup BR = Sum of Renewal Term Allowable Charges ("All Delivery Types" only) Z = Bidder's Calculated Markup 6.3 Preference to Florida Businesses Pursuant to the requirements of paragraph 287.084(1)(a), F.S., if the lowest responsible and responsive bid is by a vendor whose principal place of business is in a state or political subdivision thereof which grants a preference for the purchase of such personal property to a person whose principal place of business is in such state, the Department will award a preference to the lowest responsible and responsive bidder having a principal place of business within Florida, which preference is equal to the preference granted by the state or political subdivision thereof in which the lowest responsible and responsive bidder has its principal place of business. If the lowest bid is submitted by a bidder whose principal place of business is located outside the state, and that state does not grant a preference in competitive solicitation to vendors having a principal place of business in that state, the preference to the lowest responsible and responsive bidder having a principal place of business in this state will be five percent. A vendor whose principal place of business is outside this state must accompany any written bid documents with a written opinion of an attorney at law licensed to practice law in that foreign state, as to the preferences, if any or none, granted by the law of that state to its own business entities whose principal places of business are in that foreign state in the letting of any or all public contracts Page 16 of 17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 7 ITB ATTACHMENTS Attachment A Scope of Work Attachment B Draft Contract Attachment C Special Contract Conditions Attachment D Special Instructions for Bidders Attachment E Responsiveness Requirements Attachment F Vendor Information Form Attachment G Certification of Drug -Free Workplace Attachment H Quarterly Sales Report Attachment I Savings/Price Reductions Attachment J Markup Sheet Attachment K No Offshoring Required Documents to be submitted by vendor prior to ITB opening Attachment E Responsiveness Requirements Attachment G Certification of Drug -Free Workplace (if applicable) Attachment J Markup Sheet Written Opinion of an Attorney at Law - Section 6.3 of the ITB (if applicable) Page 17 of 17 DocuSign Envelope ID: 97F2BC6E-8C88-4E92-90A4-DE05DEE64FB8 CENTRAL REGION Brevard, Charlotte, Citrus, Desoto, Hardee, Hernando, Highlands, Mansfield Oil Petroleum Kimbles Aviation Pro Energy Fleet Hillsborough, Indian River, Lake, Lee, Manatee, Okeechobee, Orange, Company of Traders Logistical Services Fueling LLC Osceola, Pasco, Pinellas, Polk, Sarasota, Seminole, St. Lucie, and Sumter Gainesville, Inc. Corporation Counties Transport Delivery (6,000 - 7,500 gallons) $0.05 $0.00 $0.01 $0.01 Non -Transport Delivery (500 - 5,999 gallons) N/A N/A $0.48 N/A Group B - Diesel Fuel, Red Dye Grade No. 2 Ultra Low Sulfur (Markup per Gallon) Transport Delivery (6,000 - 7,500 gallons) $0.06 $0.00 $0.02 $0.01 Non -Transport Delivery (500 - 5,999 gallons) N/A N/A $0.48 N/A Allowable Charges - All Delivery Types Delivery Charge (per gallon) Delay Charge (per 30 minutes) Back Haul Charge (per gallon) Top Off Charge (flat rate, not to exceed) Emergency Delivery Charge (per gallon, not to exceed) Allowable Charges - Transport Delivery Only Freight Charge (flat rate, not to exceed) Pump Off Charge (per pump off, not to exceed) Maximum Pump Off Charge (per delivery, not to exceed) $0.10 $0.10 $0.06 $0.03 $10.00 $0.00 $0.00 $32.50 $0.10 $0.00 $0.05 $0.00 $150.00 $0.00 $0.00 $0.00 $0.50 $0.00 $0.05 $0.00 $150.00 $0.00 $0.00 $0.00 $20.00 $0.00 $10.00 $40.00 $50.00 $0.00 $10.00 $0.00