Contract 2022-125ADocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
CONTRACT APPROVAL FORM
TO: BRIAN BULTHUIS, CITY MANAGER DS
THRU: FREDDY SUAREZ, PROCUREMENT SERVICES DIRECTOR
FROM: RAMSEY JIMENEZ, SENIOR PROCUREMENT AGENT
SUBJECT: EQUIPMENT RENTAL SERVICES
DATE: SEPTEMBER 6, 2022
THE PROCUREMENT SERVICES DIRECTOR RECOMMENDS THE
FOLLOWING:
1. APPROVE: Agreement between the City of Clermont and UNITED RENTALS (NORTH
AMERICA), INC., to provide equipment rental services for the City of Clermont. The
agreement shall take effect on the date of execution by both parties and shall remain in
effect until February 21, 2023, unless renewed or terminated as provided by the City of
Satellite Beach contractual agreement. Upon mutual agreement, the agreement may be
renewed for three (3) additional one (1) year terms.
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 State of Florida for
equipment rental services, contract number 72141700-21-NASPO-ACS. The estimated
annual expenditures is less than $20,000. 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 $20,000 is included in the current year approved
budget.
5. EXHIBITS: State of Florida Agreement
Pricing Sheet
FcuSigned by:
. N"s
igna ure
APPROVAL AUTHORITY
Approved R Disapproved ❑
Reason/Suggestion (If disapproved)
City Manager
Title
9/ 19/2022
Uate
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
AGREEMENT NO. 2022-125 FOR
EQUIPMENT RENTAL SERVICES
THIS AGREEMENT, is made and entered into this 19th day of September
2022, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation
under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont,
Florida, (hereinafter referred to as "CITY"), and UNITED RENTALS (NORTH
AMERICA), INC., whose address is: 100 First Stamford Place, Suite 700, Stamford, CT
06902, (hereinafter referred to as "CONTRACTOR").
WHEREAS, State of Florida through the public procurement process awarded an
Agreement for equipment rental services, State of Florida Contract Number 72141700-21-
NASPO-ACS;
WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's
response thereto and Agreement in accordance with CITY's procurement policy; and
WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms
and conditions of the State of Florida Contract Number 72141700-21-NASPO-ACS;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE 1 — SCOPE OF WORK
The CONTRACTOR shall furnish equipment rental services as described in the State of
Florida Contract Number 72141700-21-NASPO-ACS, which is attached hereto and
incorporated herein as Exhibit "A" and shall perform everything required by this
Agreement and the other exhibits attached hereto. Provided, however, that nothing herein
shall require CITY to purchase or acquire any items or services from CONTRACTOR that
is not specified in the CITY's purchase order. To the extent of a conflict between this
Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail and
govern. In all instances the CITY purchasing policy, resolutions and ordinances shall apply.
ARTICLE 2 — THE CONTRACT SUM
CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth
in the Agreement documents and the Unit Price Schedule as set forth in Exhibit "C",
attached hereto and incorporated herein.
ARTICLE 3 — TERM AND TERMINATION
3.1. This Agreement is to become effective upon execution by both parties, and shall
remain in effect until February 21, 2023 unless terminated or renewed by State of
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
Florida.
3.2. Notwithstanding any other provision of this Agreement, CITY may, upon written
notice to CONTRACTOR, terminate this Agreement: a) without cause and for
CITY's convenience upon thirty (30) days written notice to CONTRACTOR b) if
CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general
assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with
any of the conditions of provisions of this Agreement; or e) CONTRACTOR is
experiencing a labor dispute, which threatens to have a substantial, adverse impact
upon the performance of this Agreement, without prejudice to any other right or
remedy CITY may have under this Agreement. In the event of such termination,
CITY shall be liable only for the payment of all unpaid charges, determined in
accordance with the provisions of this Agreement, for work, properly performed
and accepted prior to the effective date of termination.
3.3. Upon mutual Agreement of the parties, this Agreement may be renewed for three
(3) additional one (1) year term.
ARTICLE 4 — PROVISION OF SERVICES AND COMPLETION OF WORK
4.1. The CONTRACTOR shall only provide to CITY equipment rental services upon
receipt of an authorized order from CITY and shall provide the requested items in
the timeframe and as set forth in State of Florida Contract Number 72141700-21-
NASPO-ACS or in the specific purchase order or authorized order submitted by
CITY. Nothing herein shall obligate CITY to purchase any specific amount of
product from CONTRACTOR or create an exclusive purchase agreement between
CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any
items received until such time as CITY has accepted the items in accordance with
the order provided to CONTRACTOR.
4.2. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify
CITY if it has an issue or question related to the fulfillment of the order or whether
there will be any delay in providing the items requested. Failure of
CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking
payment of any kind for any items that were delayed in delivery. Upon receipt of
notification of the delay, CITY may at its sole option cancel the order and seek the
items from any available source.
4.3. It is expressly understood and agreed that the passing, approval and/or acceptance
of any gasoline, diesel, kerosene, LP gas and bio-diesel herein by CITY or by any
agent or representative as in compliance with the terms of this Contract shall not
operate as a waiver by the CITY of strict compliance with the terms of this Contract
and the CITY may require the CONTRACTOR replace the accepted gasoline,
diesel, kerosene, LP gas and bio-diesel so as to comply with the warranties and
specifications hereof.
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4.4. COMPANY specifically acknowledges that this Contract does not bind or obligate
CITY to purchase any minimum quantity of product during the term hereof.
ARTICLE 5 — PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents,
CONTRACTOR shall submit an invoice to CITY upon completion of the services and
delivery of products to CITY as set forth in the applicable purchase order. CITY shall make
payment to the CONTRACTOR for all accepted deliveries and undisputed product
delivered and services provided, within thirty (30) calendar days of receipt of the invoice.
ARTICLE 6 — DISPUTE RESOLUTION - MEDIATION
6.1. Any claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to mediation as a condition precedent to voluntary
arbitration or the institution of legal or equitable proceedings by either party.
6.2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and
other matters in question between them by mediation.
6.3 The parties shall share the mediator's fee and any filing fees equally. The mediation
shall be held in Clermont, Lake County, Florida, unless another location is mutually
agreed upon. Agreements reached in mediation shall be enforceable as settlement
Agreements in any court having jurisdiction thereof.
ARTICLE 7 — INSURANCE AND INDEMNIFICATION RIDER
7.1. Worker's Compensation Insurance — The CONTRACTOR shall take out and
maintain during the life of this Agreement, Worker's Compensation Insurance for
all its employees connected with the work of this Project and, in case any work is
sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to
provide Worker's Compensation Insurance for all of the subCONTRACTOR
employees unless such employees are covered by the protection afforded by the
CONTRACTOR. Such insurance shall comply with the Florida Worker's
Compensation Law. In case any class of employees engaged in hazardous work
under this Agreement at the site of the Project is not protected under the Worker's
Compensation statute, the CONTRACTOR shall provide adequate insurance,
satisfactory to the CITY, for the protection of employees not otherwise protected.
7.2. CONTRACTOR's Commercial General Liability Insurance — The
CONTRACTOR shall take out and maintain during the life of this Agreement,
Commercial General Liability and Business Automobile Liability Insurance as
shall protect it from claims for damage for personal injury, including accidental
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death, as well as claims for property damages which may arise from operating under
this Agreement whether such operations are by itself or by anyone directly or
indirectly employed by it, and the amount of such insurance shall be as follows:
(a) CONTRACTOR's Commercial General Liability, $1,000,000 Each,
($2,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, &
Property Damage Combined Single Limit
(b) Automobile Liability Coverages, $1,000,000 Each, Bodily Injury &
Property Damage Occurrence, Combined Single Limit
Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall
be amended to provide coverage on an occurrence basis.
7.3. Indemnification Rider
(a) To the fullest extent permitted by law, the CONTRACTOR shall indemnify
and hold harmless the CITY and its employees from and against all claims,
damages, losses and expenses, including but not limited to reasonable
attorney's fees, arising out of or resulting from its performance of the Work,
provided that any such claim, damage, loss or expense (1) is attributable to
bodily injury, sickness, disease or death, or to injury to or destruction of
tangible property (other than the Work itself) , and (2) is caused in whole or
in part by any negligent act or omission of the CONTRACTOR, any
subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable, regardless of whether or
not such acts are caused in part by a party indemnified hereunder. Such
obligation shall not be construed to negate, abridge, or otherwise reduce any
other right to obligation of indemnity which would otherwise exist as to any
party or person described in this Article; however, this indemnification does
not include the 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.
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ARTICLE 8 — NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with
return receipt requested and postage prepaid, or by nationally recognized overnight courier
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: UNITED RENTALS (NORTH AMERICA), INC
100 First Stamford Place, Suite 700
Stamford, CT 06902
Attn: Brad Laws, Sr. Manager, Government Accounts
OWNER: City of Clermont
Attn: Brian Bulthuis, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE 9 — MISCELLANEOUS
9.1. Attorneys' Fees — In the event a suit or action is instituted to enforce or interpret
any provision of this Agreement, the prevailing party shall be entitled to recover
such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any
appeal, in addition to all other sums provided by law.
9.2. Waiver — The waiver by city of breach of any provision of this Agreement shall not
be construed or operate as a waiver of any subsequent breach of such provision or
of such provision itself and shall in no way affect the enforcement of any other
provisions of this Agreement.
9.3. Severability — If any provision of this Agreement or the application thereof to any
person or circumstance is to any extent invalid or unenforceable, such provision, or
part thereof, shall be deleted or modified in such a manner as to make the
Agreement valid and enforceable under applicable law, the remainder of this
Agreement and the application of such a provision to other persons or
circumstances shall be unaffected, and this Agreement shall be valid and
enforceable to the fullest extent permitted by applicable law.
9.4. Amendment — Except for as otherwise provided herein, this Agreement may not be
modified or amended except by an Agreement in writing signed by both parties.
9.5. Entire Agreement — This Agreement including the documents incorporated by
reference contains the entire understanding of the parties hereto and supersedes all
prior and contemporaneous Agreements between the parties with respect to the
performance of services by CONTRACTOR.
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9.6. Assigningnt — 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.
9.7. Venue — The parties agree that the sole and exclusive venue for any cause of action
arising out of this Agreement shall be Lake County, Florida.
9.8. Applicable Law — This Agreement and any amendments hereto are executed and
delivered in the State of Florida and shall be governed, interpreted, construed and
enforced in accordance with the laws of the State of Florida.
9.9. Public Records — Contractor expressly understands records associated with this
project are public records and agrees to comply with Florida's Public Records law,
to include, to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by the CITY in order to perform the services contemplated herein.
(b) Provide the public with access to public records on the same terms and
conditions that the CITY would provide the records and at a cost that does
not exceed the cost provided in this Florida's Public Records law or as
otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as
authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost,
to the CITY all public records in possession of CONTRACTOR upon
termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure
requirements. CONTRACTOR shall use reasonable efforts to provide all
records stored electronically to the CITY in a format that is compatible with
the information technology systems of the CITY.
(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTRACTOR SHALL
CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT
CITY CLERK'S OFFICE, (352) 241-7331.
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ARTICLE 10 — AGREEMENT DOCUMENTS
The Agreement Documents, as listed below are herein made fully a part of this Agreement
as if herein repeated.
Document Precedence:
10.1. This Agreement
10.2. Purchase Order / Notice To Proceed
10.3. An applicable Contractor Quote or Statement of Work
10.4. All documents contained in the State of Florida Contract Number 72141700-21-
NASPO-ACS.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this 19th day of September , 2022.
CITY OF CLERMONT
—DocuSigned by:
bVialA, 6 iS DS
Brian Bulthuis, City
ATTEST:
—DocuSigned by:
T,A,cy A4"y, l Howe
Tracy Ackroyd Howe,
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DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
UNITED RENTALS (NORTH AMERICA), INC
DocuSigned by:
By:
(Signature)
Print NameJason LaBarbera
Title: Jason LaBarbera
Date: 9/6/2022
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
Contractor United Rentals (North America), Inc
Contract #41156
STANDARD CONTRACT FOR SERVICES
1. Parties. This is a contract for services between the State of Vermont, Department of Buildings & General Services,
Office of Purchasing & Contracting (hereinafter called "State"), and United Rentals (North America), Inc., with a
principal place of business in Stamford, CT, (hereinafter called "Contractor"). Contractor's form of business
organization is Corporation. It is Contractor's responsibility to contact the Vermont Department of Taxes to determine
if, by law, Contractor is required to have a Vermont Department of Taxes Business Account Number.
2. Subject Matter. The subject matter of this contract is services generally on the subject of Equipment Rental Service.
Detailed services to be provided by Contractor are described in Attachment A.
3. Maximum Amount. In consideration of the services to be performed by Contractor, the State agrees to pay
Contractor, in accordance with the payment provisions specified in Attachment B, a sum not to exceed $1,000,000.00.
4. Contract Term. The period of Contractor's performance shall begin on February 22, 2021 and end on February
21, 2023, with the State having the option for three one-year renewals.
5. Prior Approvals. This Contract shall not be binding unless and until all requisite prior approvals have been obtained
in accordance with current State law, bulletins, and interpretations.
6. Amendment. No changes, modifications, or amendments in the terms and conditions of this contract shall be
effective unless reduced to writing, numbered and signed by the duly authorized representative of the State and
Contractor.
7. Termination for Convenience. This contract may be terminated by the State at any time by giving written notice at
least thirty (30) days in advance. In such event, Contractor shall be paid under the terms of this contract for all services
provided to and accepted by the State prior to the effective date of termination.
8. Attachments. This contract consists of 27 pages including the following attachments which are incorporated
herein:
Attachment A-1 - Statement of Work
Attachment A-2 - Equipment Types and Rates
Attachment B — Payment Provisions
Attachment C — "Standard State Provisions for Contracts and Grants" a preprinted form (revision date
12/15/2017)
Attachment D - NASPO Value Point Master Agreement Terms & Conditions
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
Contractor United Rentals (North America), Inc
Contract #41156
9. Order of Precedence. Any ambiguity, conflict or inconsistency between the documents comprising this contract
shall be resolved according to the following order of precedence:
(1) Standard Contract
(2) Attachment C (Standard State Provisions for Contracts and Grants)
(3) Attachment D (NASPO Value Point Master Agreement Terms & Conditions)
(4) Attachment A-1 and A-2
(5) Attachment B
WE THE UNDERSIGNED PARTIES AGREE TO BE BOUND BY THIS CONTRACT
By the State of Vermont:
Date:
Signature:
E-SIGNED by Jennifer Fitch
on 2021-03-10 21:37:02 GMT
Name: Jennifer Fitch
Commissioner - Buildings and
Title: r,ettertt4 }e.
By the Contractor:
UNITED RENTALS (NORTH AMERICA), INC.
Date: 3/9/2021
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Signature: o�epan n3n9 a9ss3a-arm
Name: Craig Schmidt
Title: Vice President National Accounts
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD Contractor United Rentals (North America), Inc
Contract #41156
ATTACHMENT A-1— STATEMENT OF WORK
The Contractor shall provide Equipment Rental Service, in accordance with the following:
1. Standard Increments of Rental Intervals:
1.1. Monthly rental rates reflect 28 day cycle (7 days X 4 weeks).
1.2. Weekly rental rate is based on 40 hours of usage but no more than 7 calendar days.1.3. The daily rental
rate shall be based on an 8-hour day.
1.4. In the event a daily rental becomes a weekly rental, or a weekly rental becomes a monthly rental, the
rental shall be rated as the extension occurs, i.e. the rental is for 3 days, yet the equipment is kept for a week,
at the end of the week, the records are changed to reflect the weekly rental rate, so that the rental rate is always
the exact rate of rental. If a rental, by the day or weekly, exceeds the 8-hour per day period, the daily rental
rate divided by 8 will get the hourly rental rate to be added.
1.5. Rental rates shall be pro -rated based on the actual rental commencement date.
1.6. For equipment picked up at a rental facility, rental starts when equipment leaves yard and ends when the
equipment is returned to rental facility.
1.7. For equipment being delivered to a job location, the rental period begins at the time of delivery and ends
when the Purchasing Entity provides a date when the Contractor shall pick up the equipment. The Purchasing
Entity must provide a minimum of twenty-four (24) hour notification to the Contractor, allowing adequate
time for the Contractor to coordinate pick-up. Failure to pick up the equipment, with proper notification, shall
not result in an additional charge to the Purchasing Entity, nor holds the Purchasing Entity responsible for any
damages that may occur after the time for pick up is established via the notice.
1.8. Rental rates do not accrue during equipment downtime, unless such downtime is from damages to the
rental equipment caused by the Purchasing Entity.
2. Required Conditions of and at Delivery:
2.1. Contractor shall be responsible for any repairs relating to the equipment except those proven to be caused
by the Purchasing Entity.
2.2. Contractor shall accept all financial responsibility for clean title of the rental of the equipment to be rented
and shall not obligate an additional signing of any supplemental agreement with the manufacturer of the
equipment or any financial institution.
2.3. All equipment must be in good working order and clean condition when picked up or delivered. If the
equipment is not what the Purchasing Entity requested, or not mechanically and/or cosmetically sound, the
Purchasing Entity has the right to refuse the equipment at the time of delivery or pick-up and shall document
the reason in detail at the time of refusal. The documentation of the refusal is to be copied to the Purchasing
Entity and the Contractor. Any charges incurred due to the rejected delivery will be the full responsibility of
the Contractor.
2.4. Equipment shall come fully fueled and lubricated and be ready for use at the time of pick-up or delivery.
The Purchasing Entity will be responsible for properly refueling and maintaining the equipment during the
rental period and prior to pick-up or delivery back to the bidder. The Purchasing Entity is responsible for
providing the equipment back to the Contractor in as same as condition when received, at the end of the rental
period.
2.5. Contractor shall replace at its own expense any parts, in the event of mechanical failure not caused by the
Purchasing Entity's use, misuse or neglect of the rental equipment. The Purchasing Entity will immediately
notify the Contractor of the mechanical failure, and the Contractor shall respond within two (2) hours to the
rental location. The Contractor must notify the Purchasing Entity with a timeframe in which the equipment
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD Contractor United Rentals (North America), Inc
Contract #41156
will be fixed. If downtime will be four (4) or more hours, the Contractor shall provide a replacement piece of
equipment, that is equal to or better than what is rented, for the remainder of the rental period or until the
original equipment is repaired and returned. If a replacement equipment is provided, the Contractor shall not
invoice the Purchasing Entity at a different rental price than what is already established.
2.6. Pre -Delivery Inspection: All equipment must be delivered with a Pre -Delivery Inspection (PDI) check list
indicating that all predelivery checks have been performed; that all equipment, gauges, etc., are in operational
order and ready for immediate use by the Purchasing Entity. The Contractor must perform their own PDI per
the manufacturer's instructions, or to subcontract the PDI. Contractor must also ensure, prior to delivery that
all fluids at maximum levels, tire pressures to be at factory recommended levels, lights and switches in
working order, etc. Any equipment delivered without the PDI checklist will not be accepted.
3. Pricing of Equipment Rentals
3.1. Equipment Types and Rates are set forth in Attachment 13-1 United Rentals Price Schedule
a. Rental rates are not subject to availability
b. Rental rates shall remain firm and are not subject to change due to job conditions.
c. No additional charges may apply for setup and familiarization training
3.2. Prices must remain firm for the first year of the contract period. After the first year of the contract period,
and every renewal period thereafter, the Contractor may request a price adjustment consistent with and relative
to price changes originating with the manufacturer and/or the market trends. The new pricing methodology
must be sent with the request for adjustment to the Lead State. Requests for such an adjustment must be fully
documented and, if approved, shall be firm until the next annual anniversary date of the contract. The State
reserves the right to reject any requested price adjustments if deemed excessive.
3.3. To request a price adjustment, Contractor must submit a request within thirty (30) days of the annual
anniversary date of the contract. If approved, price adjustments shall become effective ten (10) days after the
approval. Retroactive adjustments shall not be allowed. Any purchase orders issued by any Purchasing Entity,
prior to the effective date will be honored by Contractor at the price in effect at the time of the issuance of the
purchase order.
3.4. Allowable charges will include the actual cost of any permits necessitated by product dimension or excess
weight (i.e. transportation pricing).
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD Contractor United Rentals (North America), Inc
Contract #41156
ATTACHMENT B — PAYMENT PROVISIONS
The maximum dollar amount payable under this contract is not intended as any form of a guaranteed amount. The
Contractor will be paid for products or services actually delivered or performed, as specified in Attachment A, up to
the maximum allowable amount specified on page 1 of this contract.
1. Prior to commencement of work and release of any payments, Contractor shall submit to the State:
a. a certificate of insurance consistent with the requirements set forth in Attachment C, Section 8
(Insurance), and with any additional requirements for insurance as may be set forth elsewhere in this
contract; and
b. a current IRS Form W-9 (signed within the last six months).
2. Payment terms are Net 30 days from the date the State receives an error -free invoice with all necessary and
complete supporting documentation.
3. Contractor shall submit detailed invoices itemizing all work performed during the invoice period, including
the dates of service, rates of pay, hours of work performed, and any other information and/or documentation
appropriate and sufficient to substantiate the amount invoiced for payment by the State. All invoices must
include the Contract # for this contract.
4. Pricing — All pricing shall be found in Attachment B-1 United Rentals Price Schedule
5. Contractor shall submit invoices to the State in accordance with the schedule set forth in this Attachment B.
Unless a more particular schedule is provided herein, invoices shall be submitted not more frequently than
monthly.
6. Contractor shall submit invoicing to the ordering institution or agency and shall specify the address to which
payment will be sent and shall include:
a. A numbered invoice
b. Contract number that the invoice is to be paid from
Following complete delivery of the items and completion of the training, each as specified in Attachment B-1,
and the State's written confirmation to the Contractor of the State's acceptance of those items and that
training, Contractor will, within 30 business days, invoice the State in accordance with the rates specified in
Attachment 13-1.
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD Contractor United Rentals (North America), Inc
Contract #41156
Attachment C- Page 1 c f 5
ATTACHMENT C: STANDARD STATE PROVISIONS
FOR CONTRACTS AND GRANTS
REVISED DECEMBER 15, 2017
1. Definitions: For purposes of this Attachment, "Party" shall mean the Contractor, Grantee or Subrecipient, with whom
the State of Vermont is executing this Agreement and consistent with the form of the Agreement. "Agreement" shall mean
the specific contract or grant to which this form is attached.
2. Entire Agreement: This Agreement, whether in the form of a contract, State -funded grant, or Federally -funded grant,
represents the entire agreement between the parties on the subject matter. All prior agreements, representations, statements,
negotiations, and understandings shall have no effect.
3. Governing Law, Jurisdiction and Venue; No Waiver of Jury Trial: This Agreement will be governed by the laws of
the State of Vermont. Any action or proceeding brought by either the State or the Party in connection with this Agreement
shall be brought and enforced in the Superior Court of the State of Vermont, Civil Division, Washington Unit. The Party
irrevocably submits to the jurisdiction of this court for any action or proceeding regarding this Agreement. The Party agrees
that it must first exhaust any applicable administrative remedies with respect to any cause of action that it may have against
the State with regard to its performance under this Agreement. Party agrees that the State shall not be required to submit to
binding arbitration or waive its right to a jury trial.
4. Sovereign Immunity: The State reserves all immunities, defenses, rights or actions arising out of the State's sovereign
status or under the Eleventh Amendment to the United States Constitution. No waiver of the State's immunities, defenses,
rights or actions shall be implied or otherwise deemed to exist by reason of the State's entry into this Agreement.
5. No Employee Benefits For Party: The Party understands that the State will not provide any individual retirement
benefits, group life insurance, group health and dental insurance, vacation or sick leave, workers compensation or other
benefits or services available to State employees, nor will the State withhold any state or Federal taxes except as required
under applicable tax laws, which shall be determined in advance of execution of the Agreement. The Party understands that
all tax returns required by the Internal Revenue Code and the State of Vermont, including but not limited to income,
withholding, sales and use, and rooms and meals, must be filed by the Party, and information as to Agreement income will
be provided by the State of Vermont to the Internal Revenue Service and the Vermont Department of Taxes.
6. Independence: The Party will act in an independent capacity and not as officers or employees of the State.
7. Defense and Indemnity: The Party shall defend the State and its officers and employees against all third party claims or
suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in connection with the
performance of this Agreement. The State shall notify the Party in the event of any such claim or suit, and the Party shall
immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The State retains the
right to participate at its own expense in the defense of any claim. The State shall have the right to approve all proposed
settlements of such claims or suits.
After a final judgment or settlement, the Party may request recoupment of specific defense costs and may file suit in
Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that
such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party in connection
with the performance of this Agreement.
The Party shall indemnify the State and its officers and employees if the State, its officers or employees become legally
obligated to pay any damages or losses arising from any act or omission of the Party or an agent of the Party in connection
with the performance of this Agreement.
Notwithstanding any contrary language anywhere, in no event shall the terms of this Agreement or any document furnished
by the Party in connection with its performance under this Agreement obligate the State to (1) defend or indemnify the Party
or any third party, or (2) otherwise be liable for the expenses or reimbursement, including attorneys' fees, collection costs
or other costs of the Party or any third party.
8. Insurance: Before commencing work on this Agreement the Party must provide certificates of insurance to show that
the following minimum coverages are in effect. It is the responsibility of the Party to maintain current certificates of
insurance on file with the State through the term of this Agreement. No warranty is made that the coverages and limits listed
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD Contractor United Rentals (North America), Inc
Contract #41156
Attachment C - Page 2 of 5
herein are adequate to cover and protect the interests of the Party for the Parry's operations. These are solely minimums that
have been established to protect the interests of the State.
Workers Compensation: With respect to all operations performed, the Party shall carry workers' compensation insurance in
accordance with the laws of the State of Vermont. Vermont will accept an out-of-state employer's workers' compensation
coverage while operating in Vermont provided that the insurance carrier is licensed to write insurance in Vermont and an
amendatory endorsement is added to the policy adding Vermont for coverage purposes. Otherwise, the party shall secure a
Vermont workers' compensation policy, if necessary to comply with Vermont law.
General Liability and Property Damage: With respect to all operations performed under this Agreement, the Party shall
carry general liability insurance having all major divisions of coverage including, but not limited to:
Premises - Operations
Products and Completed Operations
Personal Injury Liability
Contractual Liability
The policy shall be on an occurrence form and limits shall not be less than:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$1,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal & Advertising Injury
Automotive Liability: The Party shall carry automotive liability insurance covering all motor vehicles, including hired and
non -owned coverage, used in connection with the Agreement. Limits of coverage shall not be less than $500,000 combined
single limit. If performance of this Agreement involves construction, or the transport of persons or hazardous materials,
limits of coverage shall not be less than $1,000,000 combined single limit.
Additional Insured. The General Liability and Property Damage coverages required for performance of this Agreement shall
include the State of Vermont and its agencies, departments, officers and employees as Additional Insureds. If performance
of this Agreement involves construction, or the transport of persons or hazardous materials, then the required Automotive
Liability coverage shall include the State of Vermont and its agencies, departments, officers and employees as Additional
Insureds. Coverage shall be primary and non-contributory with any other insurance and self-insurance.
Notice of Cancellation or Change. There shall be no cancellation, change, potential exhaustion of aggregate limits or non -
renewal of insurance coverage(s) without thirty (30) days written prior written notice to the State.
9. Reliance by the State on Representations: All payments by the State under this Agreement will be made in reliance
upon the accuracy of all representations made by the Party in accordance with this Agreement, including but not limited to
bills, invoices, progress reports and other proofs of work.
10. False Claims Act: The Party acknowledges that it is subject to the Vermont False Claims Act as setforth in 32 V. S.A.
§ 630 et seq. If the Party violates the Vermont False Claims Act it shall be liable to the State for civil penalties, treble
damages and the costs of the investigation and prosecution of such violation, including attorney's fees, except as the same
may be reduced by a court of competent jurisdiction. The Parry's liability to the State under the False Claims Act shall not
be limited notwithstanding any agreement of the State to otherwise limit Parry's liability.
11. Whistleblower Protections: The Party shall not discriminate or retaliate against one of its employees or agents for
disclosing information concerning a violation of law, fraud, waste, abuse of authority or acts threatening health or safety,
including but not limited to allegations concerning the False Claims Act. Further, the Party shall not require such employees
or agents to forego monetary awards as a result of such disclosures, nor should they be required to report misconduct to the
Party or its agents prior to reporting to any governmental entity and/or the public.
12. Location of State Data: No State data received, obtained, or generated by the Party in connection with performance
under this Agreement shall be processed, transmitted, stored, or transferred by any means outside the continental United
States, except with the express written permission of the State.
13. Records Available for Audit: The Party shall maintain all records pertaining to performance under this agreement.
"Records" means any written or recorded information, regardless of physical form or characteristics, which is produced or
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD Contractor United Rentals (North America), Inc
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acquired by the Party in the performance of this agreement. Records produced or acquired in a machine readable electronic
format shall be maintained in that format. The records described shall be made available at reasonable times during the
period of the Agreement and for three years thereafter or for any period required by law for inspection by any authorized
representatives of the State or Federal Government. If any litigation, claim, or audit is started before the expiration of the
three-year period, the records shall be retained until all litigation, claims or audit findings involving the records have been
resolved.
14. Fair Employment Practices and Americans with Disabilities Act: Party agrees to comply with the requirement of 21
V. S.A. Chapter 5, Subchapter 6, relating to fair employment practices, to the full extent applicable. Party shall also ensure,
to the full extent required by the Americans with Disabilities Act of 1990, as amended, that qualified individuals with
disabilities receive equitable access to the services, programs, and activities provided by the Party under this Agreement.
15. Set Off. The State may set off any sums which the Party owes the State against any sums due the Party under this
Agreement; provided, however, that any set off of amounts due the State of Vermont as taxes shall be in accordance with
the procedures more specifically provided hereinafter.
16. Taxes Due to the State:
A. Party understands and acknowledges responsibility, if applicable, for compliance with State tax laws, including
income tax withholding for employees performing services within the State, payment of use tax on property used
within the State, corporate and/or personal income tax on income earned within the State.
B. Party certifies under the pains and penalties of perjury that, as of the date this Agreement is signed, the Party is in
good standing with respect to, or in full compliance with, a plan to pay any and all taxes due the State of Vermont
C. Party understands that final payment under this Agreement may be withheld if the Commissioner of Taxes
determines that the Party is not in good standing with respect to or in full compliance with a plan to pay any and all
taxes due to the State of Vermont.
D. Party also understands the State may set off taxes (and related penalties, interest and fees) due to the State of
Vermont, but only if the Party has failed to make an appeal within the time allowed by law, or an appeal has been
taken and finally determined and the Party has no further legal recourse to contest the amounts due.
17. Taxation of Purchases: All State purchases must be invoiced tax free. An exemption certificate will be furnished upon
request with respect to otherwise taxable items.
18. Child Support: (Only applicable if the Party is a natural person, not a corporation or partnership.) Party states that, as
of the date this Agreement is signed, he/she:
A. is not under any obligation to pay child support; or
B. is under such an obligation and is in good standing with respect to that obligation; or
C. has agreed to a payment plan with the Vermont Office of Child Support Services and is in full compliance with that
plan.
Party makes this statement with regard to support owed to any and all children residing in Vermont In addition, if the Party
is a resident of Vermont, Party makes this statement with regard to support owed to any and all children residing in any
other state or territory of the United States.
19. Sub -Agreements: Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion
thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State
for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an
agreement with Party or any subcontractor.
In the case this Agreement is a contract with a total cost in excess of S250,000, the Party shall provide to the State a list of
all proposed subcontractors and subcontractors' subcontractors, together with the identity of those subcontractors' workers
compensation insurance providers, and additional required or requested information, as applicable, in accordance with
Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54).
Party shall include the following provisions of this Attachment C in all subcontracts for work performed solely for the State
of Vermont and subcontracts for work performed in the State of Vermont: Section 10 (`False Claims Act'); Section 11
("Whistleblower Protections'); Section 12 ("Location of State Data'; Section 14 (`Fair Employment Practices and
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD Contractor United Rentals (North America), Inc
Contract #41156
Attachment C - Page 4 of 5
Americans with Disabilities Act"); Section 16 ("Taxes Due the State'); Section 18 ("Child Support"); Section 20 ("No Gifts
or Gratuities'); Section 22 ("Certification Regarding Debarment"); Section 30 ("State Facilities'); and Section 32.A
("Certification Regarding Use of State Funds'.
20. No Gifts or Gratuities: Party shall not give title or possession of anything of substantial value (including property,
currency, travel and/or education programs) to any officer or employee of the State during the term of this Agreement.
21. Copies: Party shall use reasonable best efforts to ensure that all written reports prepared under this Agreement are
printed using both sides of the paper.
22. Certification Regarding Debarment: Party certifies under pains and penalties of perjury that, as of the date that this
Agreement is signed, neither Party nor Parry's principals (officers, directors, owners, or partners) are presently debarred,
suspended, proposed for debarment, declared ineligible or excluded from participation in Federal programs, or programs
supported in whole or in part by Federal funds.
Party further certifies under pains and penalties of perjury that, as of the date that this Agreement is signed, Party is not
presently debarred, suspended, nor named on the State's debarment list at: http://bgs.vermont.gov/purchasing/debarment
23. Conflict of Interest: Party shall fully disclose, in writing, any conflicts of interest or potential conflicts of interest
24. Confidentiality: Party acknowledges and agrees that this Agreement and any and all information obtained by the State
from the Party in connection with this Agreement are subject to the State of Vermont Access to Public Records Act, 1
V.S.A. § 315 et seq.
25. Force Majeure: Neither the State nor the Party shall be liable to the other for any failure or delay of performance of
any obligations under this Agreement to the extent such failure or delay shall have been wholly or principally caused by
acts or events beyond its reasonable control rendering performance illegal or impossible (excluding strikes or lock -outs)
("Force Majeure'). Where Force Majeure is asserted, the nonperforming party must prove that it made all reasonable efforts
to remove, eliminate or minimize such cause of delay or damages, diligently pursued performance of its obligations under
this Agreement, substantially fulfilled all non -excused obligations, and timely notified the other party of the likelihood or
actual occurrence of an event described in this paragraph.
26. Marketing: Party shall not refer to the State in any publicity materials, infonnation pamphlets, press releases, research
reports, advertising, sales promotions, trade shows, or marketing materials or similar communications to third parties except
with the prior written consent of the State.
27. Termination:
A. Non -Appropriation: If this Agreement extends into more than one fiscal year of the State (July 1 to June 30), and
if appropriations are insufficient to support this Agreement, the State may cancel at the end of the fiscal year, or
otherwise upon the expiration of existing appropriation authority. In the case that this Agreement is a Grant that is
funded in whole or in part by Federal funds, and in the event Federal funds become unavailable or reduced, the
State may suspend or cancel this Grant immediately, and the State shall have no obligation to pay Subrecipient from
State revenues.
B. Termination for Cause: Either party may terminate this Agreement if a party materially breaches its obligations
under this Agreement, and such breach is not cured within thirty (30) days after delivery of the non -breaching
party's notice or such longer time as the non -breaching party may specify in the notice.
C. Termination Assistance: Upon nearing the end of the final term or termination of this Agreement, without respect
to cause, the Party shall take all reasonable and prudent measures to facilitate any transition required by the State.
All State property, tangible and intangible, shall be returned to the State upon demand at no additional cost to the
State in a format acceptable to the State.
28. Continuity of Performance: In the event of a dispute between the Party and the State, each party will continue to
perform its obligations under this Agreement during the resolution of the dispute until this Agreement is terminated in
accordance with its terns.
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29. No Implied Waiver of Remedies: Either party's delay or failure to exercise any right, power or remedy under this
Agreement shall not impair any such right, power or remedy, or be construed as a waiver of any such right, power or remedy.
All waivers must be in writing.
30. State Facilities: If the State makes space available to the Party in any State facility during the term of this Agreement
for purposes of the Party's performance under this Agreement, the Party shall only use the space in accordance with all
policies and procedures governing access to and use of State facilities which shall be made available upon request. State
facilities will be made available to Party on an "AS IS, WTIERE IS" basis, with no warranties whatsoever.
31. Requirements Pertaining Only to Federal Grants and Subrecipient Agreements: If this Agreement is a grant that
is funded in whole or in part by Federal funds:
A. Requirement to Have a Single Audit: The Subrecipient will complete the Subrecipient Annual Report annually
within 45 days after its fiscal year end, informing the State of Vermont whether or not a Single Audit is required
for the prior fiscal year. If a Single Audit is required, the Subrecipient will submit a copy of the audit report to the
granting Party within 9 months. If a single audit is not required, only the Subrecipient Annual Report is required.
For fiscal years ending before December 25, 2015, a Single Audit is required if the subrecipient expends S500,000
or more in Federal assistance during its fiscal year and must be conducted in accordance with OMB Circular A-
133. For fiscal years ending on or after December 25, 2015, a Single Audit is required if the subrecipient expends
S750,000 or more in Federal assistance during its fiscal year and must be conducted in accordance with 2 CFR
Chapter I, Chapter 11, Part 200, Subpart F. The Subrecipient Annual Report is required to be submitted within 45
days, whether or not a Single Audit is required.
B. Internal Controls: In accordance with 2 CFR Part 11, §200.303, the Party must establish and maintain effective
internal control over the Federal award to provide reasonable assurance that the Party is managing the Federal award
in compliance with Federal statutes, regulations, and the terms and conditions of the award. These internal controls
should be in compliance with guidance in "Standards for Internal Control in the Federal Government" issued by the
Comptroller General of the United States and the "Internal Control Integrated Framework", issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
C. Mandatory Disclosures: In accordance with 2 CFR Part II, §200.113, Party must disclose, in a timely manner, in
writing to the State, all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially
affecting the Federal award. Failure to make required disclosures may result in the imposition of sanctions which
may include disallowance of costs incurred, withholding of payments, termination of the Agreement,
suspension/debarment, etc.
32. Requirements Pertaining Only to State -Funded Grants:
A. Certification Regarding Use of State Funds: If Party is an employer and this Agreement is a State -funded grant
in excess of $1,001, Party certifies that none of these State funds will be used to interfere with or restrain the exercise
of Parry's employee's rights with respect to unionization.
B. Good Standing Certification (Act 154 of2016): If this Agreement is a State -funded grant, Party hereby represents:
(i) that it has signed and provided to the State the form prescribed by the Secretary of Administration for purposes
of certifying that it is in good standing (as provided in Section 13(a)(2) of Act 154) with the Agency of Natural
Resources and the Agency of Agriculture, Food and Markets, or otherwise explaining the circumstances
surrounding the inability to so certify, and (ii) that it will comply with the requirements stated therein.
(End of Standard Provisions)
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD Contractor United Rentals (North America), Inc
Contract #41156
Attachment D
NASPO Value Point Master Agreement Terms & Conditions
ASPG
Valuehint
NASPO ValuePoint Master Agreement Terms and Conditions
1. Master Agreement Order of Precedence
a. Any Order placed under this Master Agreement shall consist of the following documents:
(1) A Participating Entity's Participating Addendum ("PA") and, in the case of Orders bythe
State of Vermont, Attachment 20.2;
(2) NASPO ValuePoint Master Agreement Terms & Conditions;
(3) A Purchase Order issued against the Master Agreement;
(4) The Detailed Requirements in Section 2 of the RFP;
(5) The Solicitation or, if separately executed after award, the Lead State's bilateral agreement
that integrates applicable provisions;
(6) Contractor's response to the Solicitation, as revised (if permitted) and accepted bythe Lead
State.
b. These documents shall be read to be consistent and complementary. Any conflict among
these documents shall be resolved by giving priority to these documents in the order listed
above. Contractor terms and conditions that apply to this Master Agreement are only those that
are expressly accepted by the Lead State and must be in writing and attached to this Master
Agreement as an Exhibit or Attachment.
2. Definitions
Acceptance is defined by the applicable commercial code, except Acceptance shall not occur
before the completion of delivery in accordance with the Order, installation if required, and a
reasonable time for inspection of the Product.
Contractor means the person or entity delivering Products or performing services under the
terms and conditions set forth in this Master Agreement.
Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade
secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or
intangible form, and all rights, title, and interest therein.
Lead State means the State centrally administering any resulting Master Agreement(s).
Master Agreement means the underlying agreement executed by and between the Lead State,
acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter
amended.
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
NASPO ValuePoint is the cooperative purchasing arm of the National Association of State
Procurement Officials (NASPO), a 501(c)(3) limited liability company. NASPO ValuePoint
facilitates administration of the NASPO cooperative group contracting consortium of state chief
procurement officials for the benefit of state departments, institutions, agencies, and political
subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some
nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the
United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of
reports and may perform contract administration functions relating to collecting and receiving
reports as well as other contract administration functions as assigned by the Lead State.
Order or Purchase Order means any purchase order, sales order, contract or other document
used by a Purchasing Entity to order the Products.
Participating Addendum means a bilateral agreement executed by a Contractor and a
Participating Entity incorporating this Master Agreement and any other additional Participating
Entity specific language or other requirements, e.g. ordering procedures specific to the
Participating Entity, other terms and conditions.
Participating Entity means a state, or other legal entity, properly authorized to enter into a
Participating Addendum.
Participating State means a state, the District of Columbia, or one of the territories of the
United States that is listed in the Request for Proposal as intending to participate. Upon
execution of the Participating Addendum, a Participating State becomes a Participating Entity;
however, a Participating State listed in the Request for Proposal is not required to participate
through execution of a Participating Addendum.
Product means any equipment, software (including embedded software), documentation,
service or other deliverable supplied or created by the Contractor pursuant to this Master
Agreement. The term Products, supplies and services, and products and services are used
interchangeably in these terms and conditions.
Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city,
county, district, other political subdivision of a State, and a nonprofit organization under the
laws of some states if authorized by a Participating Addendum, that issues a Purchase Order
against the Master Agreement and becomes financially committed to the purchase.
NASPO ValuePoint Program Provisions
3. Term of the Master Agreement
a. The initial term of this Master Agreement is for two (2) years. This Master Agreement may be
extended beyond the original contract period for Three (3) additional 12-month at the Lead
State's discretion and by mutual agreement and upon review of requirements of Participating
Entities, current market conditions, and Contractor performance.
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
b. The Master Agreement may be extended for a reasonable period of time, not to exceed six
months, if in the judgment of the Lead State a follow-on, competitive procurement will be
unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the
follow-on master agreement. This subsection shall not be deemed to limit the authority of a
Lead State under its state law otherwise to negotiate contract extensions.
4. Amendments
The terms of this Master Agreement shall not be waived, altered, modified, supplemented or
amended in any manner whatsoever without prior written agreement of the Lead State and
Contractor.
5. Participants and Scope
a. Contractor may not deliver Products under this Master Agreement until a Participating
Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO
ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a
Participating Entity (and other Purchasing Entities covered by their Participating Addendum),
except to the extent altered, modified, supplemented or amended by a Participating Addendum.
By way of illustration and not limitation, this authority may apply to unique delivery and
invoicing requirements, confidentiality requirements, defaults on Orders, governing law and
venue relating to Orders by a Participating Entity, indemnification, and insurance requirements.
Statutory or constitutional requirements relating to availability of funds may require specific
language in some Participating Addenda in order to comply with applicable law. The
expectation is that these alterations, modifications, supplements, or amendments will be
addressed in the Participating Addendum or, with the consent of the Purchasing Entity and
Contractor, may be included in the ordering document (e.g. purchase order or contract) used by
the Purchasing Entity to place the Order.
b. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political
subdivisions and other Participating Entities (including cooperatives) authorized by individual
state's statutes to use state contracts are subject to the approval of the respective State Chief
Procurement Official. Issues of interpretation and eligibility for participation are solely within
the authority of the respective State Chief Procurement Official.
c. Obligations under this Master Agreement are limited to those Participating Entities who have
signed a Participating Addendum and Purchasing Entities within the scope of those
Participating Addenda. States or other entities permitted to participate may use an informal
competitive process to determine which Master Agreements to participate in through execution
of a Participating Addendum. Financial obligations of Participating Entities who are states are
limited to the orders placed by the departments or other state agencies and institutions having
available funds. Participating Entities who are states incur no financial obligations on behalf of
other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating
Addendum to PA@naspovaluepoint.org to support documentation of participation and posting
in appropriate data bases.
NASPO and NASPO ValuePoint are not parties to the Master Agreement.
d. Participating Addenda shall not be construed to amend the following provisions in this
Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint
Program requirements: Term of the Master Agreement; Amendments; Participants and Scope;
Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO
ValuePoint Cooperative Program Marketing and Performance Review; NASPO ValuePoint
eMarketCenter; Right to Publish; Price and Rate Guarantee Period; and Individual Customers.
Any such language shall be void and of no effect.
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
e. Participating Entities who are not states may under some circumstances sign their own
Participating Addendum, subject to the consent to participation by the Chief Procurement
Official of the state where the Participating Entity is located. Coordinate requests for such
participation through NASPO ValuePoint. Any permission to participate through execution of a
Participating Addendum is not a determination that procurement authority exists in the
Participating Entity; they must ensure that they have the requisite procurement authority to
execute a Participating Addendum.
a. Resale. "Resale" means any payment in exchange for transfer of tangible goods,
software, or assignment of the right to services. Subject to any specific conditions
included in the solicitation or Contractor's proposal as accepted by the Lead State, or as
explicitly permitted in a Participating Addendum, Purchasing Entities may not resell
Products (the definition of which includes services that are deliverables).
6. Administrative Fees
a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint
Administrative Fee of one -quarter of one percent (0.25% or 0.0025) no later than sixty (6o) days
following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be
submitted quarterly and is based on all sales of products and services under the Master
Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is
not negotiable. This fee is to be included as part of the pricing submitted with proposal.
http://calculator.naspovaluepoint.org. Contractor will only pay the administration fee on
invoices that have been paid by Purchasing Entities. No fee will be due if payment is not received
by Contractor.
b. Additionally, some states may require an additional fee be paid directly to the state only on
purchases made by Purchasing Entities within that state. For all such requests, the fee level,
payment method and schedule for such reports and payments will be incorporated into the
Participating Addendum that is made a part of the Master Agreement. The Contractor may
adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities
within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint
Administrative Fee percentage or the prices paid by the Purchasing Entities outside the
jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee
in subsection 6a shall be based on the gross amount of all sales (less any charges for taxes or
shipping) at the adjusted prices (if any) in Participating Addenda.
7. NASPO ValuePoint Summary and Detailed Usage Reports
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
In addition to other reports that may be required by this solicitation, the Contractor shall
provide the following NASPO ValuePoint reports.
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO
ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool
found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under this Master
Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero
sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty
(3o) days following the end of the calendar quarter (as specified in the reporting tool).
b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2)
entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Purchasing
Entity name; (4) Purchasing Entity bill -to and ship -to locations; (4) Purchasing Entity and
Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order,
credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship
Date; (8) and line item description, including product number if used. The report shall be
submitted in any form required by the solicitation. Reports are due on a quarterly basis and
must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no
later than thirty (3o) days after the end of the reporting period. Reports shall be delivered to
the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically
through a designated portal, email, CD-ROM, flash drive or other method as determined by the
Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales information
for all sales under Participating Addenda executed under this Master Agreement. The format for
the detailed sales data report is in shown in Attachment 22.11.
c. Reportable sales for the summary sales data report and detailed sales data report includes
sales to employees for personal use where authorized by the solicitation and the Participating
Addendum. Report data for employees should be limited to ONLY the state and entity they are
participating under the authority of (state and agency, city, county, school district, etc.) and the
amount of sales. No personal identification numbers, e.g. names, addresses, social security
numbers or any other numerical identifier, may be submitted with any report.
d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with
an executive summary each quarter that includes, at a minimum, a list of states with an active
Participating Addendum, states that Contractor is in negotiations with and any Participating
Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative
Development Coordinator and Contractor will determine the format and content of the executive
summary. The executive summary is due thirty (3o) days after the conclusion of each calendar
quarter.
e. Timely submission of these reports is a material requirement of the Master Agreement. The
recipient of the reports shall have exclusive ownership of the media containing the reports. The
Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty
free, transferable right to display, modify, copy, and otherwise use reports, data and information
provided under this section.
8. NASPO ValuePoint Cooperative Program Marketing, Training, and
Performance Review
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a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor
agrees to present plans to NASPO ValuePoint for the education of Contractor's contract
administrator(s) and sales/marketing workforce regarding the Master Agreement contract,
including the competitive nature of NASPO ValuePoint procurements, the Master agreement
and participating addendum process, and the manner in which qualifying entities can
participate in the Master Agreement.
b. Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint
personnel to provide plans to launch the program within the participating state. Plans will
include time frames to launch the agreement and confirmation that the Contractor's website has
been updated to properly reflect the contract offer as available in the participating state.
c. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to
consider customer proposed terms and conditions, as deemed important to the customer, for
possible inclusion into the customer agreement. Contractor will ensure that their sales force is
aware of this contracting option.
d. Contractor agrees to participate in an annual contract performance review at a location
selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing
action plans, target strategies, marketing materials, as well as Contractor reporting and
timeliness of payment of administration fees.
e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in
sales and marketing until a logo use agreement is executed with NASPO ValuePoint.
f. The Lead State expects to evaluate the utilization of the Master Agreement at the annual
performance review. Lead State may, in its discretion, cancel the Master Agreement pursuant to
section 28, or not exercise an option to renew, when Contractor utilization does not warrant
further administration of the Master Agreement. The Lead State may exercise its right to not
renew the Master Agreement if bidder fails to record or report revenue for three consecutive
quarters, upon 6o-calendar day written notice to the Contractor. Cancellation based on nonuse
or under -utilization will not occur sooner than two years after award (or execution if later) of the
Master Agreement. This subsection does not limit the discretionary right of either the Lead State
or Contractor to cancel the Master Agreement pursuant to section 28 or to terminate for default
pursuant to section 30.
g. Contractor shall provide pricing to Purchasing Entities that is equal to or better than pricing
provided to other cooperatives. This shall not prohibit Contractor's ability to provide additional
discounts based on volume.
9. Right to Publish
Throughout the duration of this Master Agreement, Contractor must secure from the Lead State
prior approval for the release of information that pertains to the potential work or activities
covered by the Master Agreement. This limitation does not preclude publication about the award
of the Master Agreement or marketing activities consistent with any proposed and accepted
marketing plan. The Contractor shall not make any representations of NASPO ValuePoint's
opinion or position as to the quality or effectiveness of the services that are the subject of this
Master Agreement without prior written consent. Failure to adhere to this requirement may result
in termination of the Master Agreement for cause.
io. Price and Rate Guarantee Period
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All prices and rates must be guaranteed for the initial term of the Master Agreement. Following
the initial Master Agreement period, any request for price or rate adjustment is governed by
sections 2.16 and 2.17 of the RFP. No retroactive adjustments to prices or rates will be allowed.
ii. Individual Customers
Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow
the terms and conditions of the Master Agreement and applicable Participating Addendum and
will have the same rights and responsibilities for their purchases as the Lead State has in the
Master Agreement, including but not limited to, any indemnity or right to recover any costs as
such right is defined in the Master Agreement and applicable Participating Addendum for their
purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities.
The Contractor will apply the charges and invoice each Purchasing Entity individually.
Administration of Orders
12. Ordering
a. Master Agreement order and purchase order numbers shall be clearly shown on all
acknowledgments, shipping labels, packing slips, invoices, and on all correspondence.
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b. Purchasing Entities may define entity or project -specific requirements and informally
compete the requirement among companies having a Master Agreement on an "as needed"
basis. This procedure may also be used when requirements are aggregated or other firm
commitments may be made to achieve reductions in pricing. This procedure may be modified in
Participating Addenda and adapted to the Purchasing Entity's rules and policies. The
Purchasing Entity may in its sole discretion determine which Master Agreement Contractors
should be solicited for a quote. The Purchasing Entity may select the quote that it considers
most advantageous, cost and other factors considered.
c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and
documentation. Contractor is expected to become familiar with the Purchasing Entities' rules,
policies, and procedures regarding the ordering of supplies and/or services contemplated by this
Master Agreement.
d. Contractor shall not begin work without a valid Purchase Order or other appropriate
commitment document under the law of the Purchasing Entity.
e. Orders may be placed consistent with the terms of this Master Agreement during the term of
the Master Agreement.
f. All Orders pursuant to this Master Agreement, at a minimum, shall include:
(1) The services or supplies being delivered;
(2) The place and requested time of delivery;
(3) A billing address;
(4) The name, phone number, and address of the Purchasing Entity representative;
(5) The price per hour or other pricing elements consistent with this Master Agreement;
(6) A ceiling amount of the order for services being ordered; and
(7) The Master Agreement identifier.
g. All communications concerning administration of Orders placed shall be furnished solely to
the authorized purchasing agent within the Purchasing Entity's purchasing office, or to such
other individual identified in writing in the Order.
h. Orders must be placed pursuant to this Master Agreement prior to the termination date
thereof, but may have a delivery date or performance period up to 12o days past the then -
current termination date of this Master Agreement. Contractor is reminded that financial
obligations of Purchasing Entities payable after the current applicable fiscal year are contingent
upon agency funds for that purpose being appropriated, budgeted, and otherwise made
available.
i. Notwithstanding the expiration, cancellation or termination of this Master Agreement,
Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the
time of such expiration or termination. Contractor shall not honor any Orders placed after the
expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with
its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite
delivery order arrangement priced against this Master Agreement may not be placed after the
expiration or termination of this Master Agreement, notwithstanding the term of any such
indefinite delivery order agreement.
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13. Delivery
Delivery requirements are specified in section 20.5 of the RFP.
14. Laws and Regulations
Any and all Products offered and furnished shall comply fully with all applicable Federal and
State laws and regulations.
15. Inspection and Acceptance
a. Where the Master Agreement or an Order does not otherwise specify a process for inspection
and Acceptance, this section governs. This section is not intended to limit rights and remedies
under the applicable commercial code.
b. All Products are subject to inspection at reasonable times and places before Acceptance.
Contractor shall provide right of access to the Lead State, or to any other authorized agent or
official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in
order to monitor and evaluate performance, compliance, and/or quality assurance requirements
under this Master Agreement. Products that do not meet specifications may be rejected. Failure
to reject upon receipt, however, does not relieve the contractor of liability for material
(nonconformity that substantial impairs value) latent or hidden defects subsequently revealed
when goods are put to use. Acceptance of such goods may be revoked in accordance with the
provisions of the applicable commercial code, and the Contractor is liable for any resulting
expense incurred by the Purchasing Entity related to the preparation and shipping of Product
rejected and returned, or for which Acceptance is revoked.
c. If any services do not conform to contract requirements, the Purchasing Entity may require
the Contractor to perform the services again in conformity with contract requirements, at no
increase in Order amount. When defects cannot be corrected by re -performance, the Purchasing
Entity may require the Contractor to take necessary action to ensure that future performance
conforms to contract requirements; and reduce the contract price to reflect the reduced value of
services performed.
d. The warranty period shall begin upon Acceptance.
16. Payment
Payment after Acceptance is normally made within 3o days following the date the entire order is
delivered or the date a correct invoice is received, whichever is later. After 45 days the
Contractor may assess overdue account charges up to a maximum rate of one percent per month
on the outstanding balance, unless a different late payment amount is specified in a
Participating Addendum, Order, or otherwise prescribed by applicable law. Payments will be
remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card"
with no additional charge.
17. [RESERVED]
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18. [RESERVED]
19. License of Pre -Existing Intellectual Property
Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty -free, irrevocable,
license to use, publish, translate, reproduce, transfer with any sale of tangible media or Product,
perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered
under this Master Agreement, but not created under it ("Pre-existing Intellectual Property").
The Contractor shall be responsible for ensuring that this license is consistent with any third
party rights in the Pre-existing Intellectual Property.
General Provisions
20.Insurance
a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of
this Master Agreement, maintain in full force and effect, the insurance described in this section.
Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct
business in each Participating Entity's state and having a rating of A-, Class VII or better, in the
most recently published edition of A.M. Best's Insurance Reports. Failure to buy and maintain
the required insurance may result in this Master Agreement's termination or, at a Participating
Entity's option, result in termination of its Participating Addendum.
b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as
indicated below:
(1) Commercial General Liability covering premises operations, independent contractors,
products and completed operations, blanket contractual liability, personal injury
(including death), contractual liability, advertising liability, and property damage, with a
limit of not less than $1 million per occurrence/$2 million general aggregate;
(2) Contractor must comply with any applicable State Workers Compensation or
Employers Liability Insurance requirements.
c. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a
Participating Entity who is a state within thirty (3o) business days after Contractor is first aware
of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is
threatened or expiration, nonrenewal or expiration otherwise may occur.
d. Prior to commencement of performance, Contractor shall provide to the Lead State a written
endorsement to the Contractor's general liability insurance policy or other documentary
evidence acceptable to the Lead State that (1) names the Participating States identified in the
Request for Proposal as additional insureds, (2) provides that written notice of cancellation shall
be delivered in accordance with the policy provisions, and (3) provides that the Contractor's
liability insurance policy shall be primary, with any liability insurance of any Participating State
as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum,
other state Participating Entities' rights and Contractor's obligations are the same as those
specified in the first sentence of this subsection except the endorsement is provided to the
applicable state.
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e. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a
form sufficient to show required coverage within thirty (30) calendar days of the execution of
this Master Agreement and prior to performing any work. Copies of renewal certificates of all
required insurance shall be furnished within thirty (30) days after any renewal date to the
applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole
option of the Lead State, or any Participating Entity, result in this Master Agreement's
termination or the termination of any Participating Addendum.
f. Coverage and limits shall not limit Contractor's liability and obligations under this Master
Agreement, any Participating Addendum, or any Purchase Order.
21. Records Administration and Audit
a. The Contractor shall maintain all records pertaining to this Master Agreement and Orders
placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect
performance and administration of payments and fees. "Records" means any written or
recorded information, regardless of physical form or characteristics, which is produced or
acquired by the Party in the performance of this agreement. Records produced or acquired in a
machine readable electronic format shall be maintained in that format. Contractor shall permit
the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its
grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent
of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books,
documents, papers and records directly pertinent to this Master Agreement or orders placed bya
Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and
transcriptions. This right shall survive for a period of five (5) years following termination of this
Agreement or final payment for any order placed by a Purchasing Entity against this Agreement,
whichever is later, or such longer period as is required by the Purchasing Entity's state statutes,
to assure compliance with the terms hereof or to evaluate performance hereunder.
b. Without limiting any other remedy available to any governmental entity, the Contractor shall
reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any
overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment
of fees found as a result of the examination of the Contractor's records.
c. The rights and obligations herein exist in addition to any quality assurance obligation in the
Master Agreement requiring the Contractor to self -audit contract obligations and that permits
the Lead State to review compliance with those obligations.
22. Confidentiality, Non -Disclosure, and Injunctive Relief
a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the
course of providing a Product under this Master Agreement, be exposed to or acquire
information that is confidential to Purchasing Entity or Purchasing Entity's clients. Any and all
information of any form that is marked as confidential or would by its nature be deemed
confidential obtained by Contractor or its employees or agents in the performance of this Master
Agreement, including, but not necessarily limited to (1) any Purchasing Entity's records, (2)
personnel records, and (3) information concerning individuals, is confidential information of
Purchasing Entity ("Confidential Information"). Any reports or other documents or items
(including software) that result from the use of the Confidential Information by Contractorshall
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be treated in the same manner as the Confidential Information. Confidential Information does
not include information that (1) is or becomes (other than by disclosure by Contractor) publicly
known; (2) is furnished by Purchasing Entity to others without restrictions similar to those
imposed by this Master Agreement; (3) is rightfully in Contractor's possession without the
obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4)
is obtained from a source other than Purchasing Entity without the obligation of confidentiality,
(5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed
by employees, agents or subcontractors of Contractor who can be shown to have had no access to
the Confidential Information.
b. Non -Disclosure. Contractor shall hold Confidential Information in confidence, using at least
the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license,
market, transfer or otherwise dispose of, give, or disclose Confidential Information to third
parties or use Confidential Information for any purposes whatsoever other than what is
necessary to the performance of Orders placed under this Master Agreement. Contractor shall
advise each of its employees and agents of their obligations to keep Confidential Information
confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in
identifying and preventing any unauthorized use or disclosure of any Confidential Information.
Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity,
applicable Participating Entity, and the Lead State immediately if Contractor learns or has
reason to believe that any person who has had access to Confidential Information has violated or
intends to violate the terms of this Master Agreement, and Contractor shall at its expense
cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of
Purchasing Entity or Contractor against any such person. Except as directed by Purchasing
Entity, Contractor will not at any time during or after the term of this Master Agreement
disclose, directly or indirectly, any Confidential Information to any person, except in accordance
with this Master Agreement, and that upon termination of this Master Agreement or at
Purchasing Entity's request, Contractor shall turn over to Purchasing Entity all documents,
papers, and other matter in Contractor's possession that embody Confidential Information.
Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information
necessary for quality assurance, audits and evidence of the performance of this Master
Agreement.
c. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of
any Confidential Information, will cause irreparable injury to Purchasing Entity that is
inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain
injunctive relief against the breach or threatened breach of the foregoing undertakings, in
addition to any other legal remedies that may be available. Contractor acknowledges and agrees
that the covenants contained herein are necessary for the protection of the legitimate business
interests of Purchasing Entity and are reasonable in scope and content.
d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in
conflict with the applicable public disclosure laws of any Purchasing Entity.
e. The rights granted Purchasing Entities and Contractor obligations under this section shall
also extend to the cooperative's Confidential Information, defined to include Participating
Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement
that identify the entity/customer, Order dates, line item descriptions and volumes, and
prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State,
or any governmental entity exercising an audit, inspection, or examination pursuant to section
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23. To the extent permitted by law, Contractor shall notify the Lead State of the identify of any
entity seeking access to the Confidential Information described in this subsection.
24. Public Information
This Master Agreement and all related documents are subject to disclosure pursuant to the
Purchasing Entity's public information laws.
25. Assignment/Subcontracts
a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate
responsibilities under this Master Agreement, in whole or in part, without the prior written
approval of the Lead State.
b. The Lead State reserves the right to assign any rights or duties, including written assignment
of contract administration duties to NASPO, NASPO ValuePoint, and other third parties.
26. Changes in Contractor Representation
The Contractor must notify the Lead State of changes in the Contractor's key administrative
personnel managing the Master Agreement in writing within 10 calendar days of the change. The
Lead State reserves the right to approve changes in key personnel, as identified in the Contractor's
proposal. The Contractor agrees to propose replacement key personnel having substantially equal
or better education, training, and experience as was possessed by the key person proposed and
evaluated in the Contractor's proposal.
27. Independent Contractor
The Contractor shall be an independent contractor. Contractor shall have no authorization,
express or implied, to bind the Lead State, Participating States, other Participating Entities, or
Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and
agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in
any Participating Addendum.
28. Cancellation
Unless otherwise stated, this Master Agreement may be canceled by the lead state upon 6o days
written notice prior to the effective date of the cancellation. Further, any Participating Entity
may cancel its participation upon 6o days written notice, unless otherwise limited or stated in
the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under
this provision shall not affect the rights and obligations attending orders outstanding at the time
of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor,
rights of payment for Products delivered and accepted, rights attending any warranty or default
in performance in association with any Order, and requirements for records administration and
audit. Cancellation of the Master Agreement due to Contractor default may be immediate.
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29. Force Majeure
Neither party to this Master Agreement shall be held responsible for delay or default caused by
fire, riot, unusually severe weather, other acts of God, or war which are beyond that party's
reasonable control. The Lead State may terminate this Master Agreement after determining
such delay or default will reasonably prevent successful performance of the Master Agreement.
30. Defaults and Remedies
a. The occurrence of any of the following events shall be an event of default under this Master
Agreement:
(1) Nonperformance of contractual requirements; or
(2) A material breach of any term or condition of this Master Agreement; or
(3) Any certification, representation or warranty by Contractor in response to the
solicitation or in this Master Agreement that proves to be untrue or materially
misleading; or
(4) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar
law, by or against Contractor, or the appointment of a receiver or similar officer for
Contractor or any of its property, which is not vacated or fully stayed within thirty (30)
calendar days after the institution or occurrence thereof; or
(5) Any default specified in another section of this Master Agreement.
b. Upon the occurrence of an event of default, the Lead State shall issue a written notice of
default, identifying the nature of the default, and providing a period of 15 calendar days in which
Contractor shall have an opportunity to cure the default. The Lead State shall not be required to
provide advance written notice or a cure period and may immediately terminate this Master
Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is
reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed
for cure shall not diminish or eliminate Contractor's liability for damages, including liquidated
damages to the extent provided for under this Master Agreement.
c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period
specified in the written notice of default, Contractor shall be in breach of its obligations under
this Master Agreement and the Lead State shall have the right to exercise any or all of the
following remedies:
(1) Exercise any remedy provided by law; and
(2) Terminate this Master Agreement and any related Contracts or portions thereof; and
(3) Impose liquidated damages as provided in this Master Agreement; and
(4) Suspend Contractor from being able to respond to future bid solicitations; and
(5) Suspend Contractor's performance; and
(6) Withhold payment until the default is remedied.
d. Unless otherwise specified in the Participating Addendum, in the event of a default under a
Participating Addendum, a Participating Entity shall provide a written notice of default as
described in this section and shall have all of the rights and remedies under this paragraph
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regarding its participation in the Master Agreement, in addition to those set forth in its
Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity
shall provide written notice of default as described in this section and have all of the rights and
remedies under this paragraph and any applicable Participating Addendum with respect to an
Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and
Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity
under the applicable commercial code.
31. Waiver of Breach
Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or
enforce any rights and remedies shall not operate as a waiver under this Master Agreement or
Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing
Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right
or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity
with respect to any Purchase Order, or breach of any terms or requirements of this Master
Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a
waiver of any subsequent default or breach of such term or requirement, or of any other term or
requirement under this Master Agreement, Participating Addendum, or Purchase Order.
32. Debarment
The Contractor certifies that neither it nor its principals are presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation in this
transaction (contract) by any governmental department or agency. This certification represents
a recurring certification made at the time any Order is placed under this Master Agreement. If
the Contractor cannot certify this statement, attach a written explanation for review by the Lead
State.
33• Indemnification
a. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint,
Participating Entities, and Purchasing Entities, along with their officers and employees, from
and against third -party claims, damages or causes of action including reasonable attorneys' fees
and related costs for any death, injury, or damage to tangible property to the extent caused by
negligent act(s), error(s), or omission(s) or willful misconduct of the Contractor, its employees
or subcontractors or volunteers, at any tier, relating to the performance under the Master
Agreement.
b. Indemnification — Intellectual Property. The Contractor shall defend, indemnify and hold
harmless NASPO, NASPO ValuePoint, Participating Entities, Purchasing Entities, along with
their officers and employees ("Indemnified Party"), from and against claims, damages or causes
of action including reasonable attorneys' fees and related costs arising out of the claim that the
Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim") of
another person or entity.
(1) The Contractor's obligations under this section shall not extend to any combination of
the Product with any other product, system or method, unless the Product, system or method is:
(a) provided by the Contractor or the Contractor's subsidiaries or affiliates;
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(b) specified by the Contractor to work with the Product; or
(c) reasonably required, in order to use the Product in its intended manner, and
the infringement could not have been avoided by substituting another reasonably available
product, system or method capable of performing the same function; or
(d) It would be reasonably expected to use the Product in combination with such
product, system or method.
(2) The Indemnified Party shall notify the Contractor within a reasonable time after
receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide
reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor
can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in
increased expenses or loss to the Contractor. If the Contractor promptly and reasonably
investigates and defends any Intellectual Property Claim, it shall have control over the defense
and settlement of it. However, the Indemnified Party must consent in writing for any money
damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at
the Contractor's reasonable request and expense, information and assistance necessary for such
defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual
Property Claim, the Indemnified Party may assume the defense or settlement of it and the
Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and
related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim.
Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this
Master Agreement or in any other document executed in conjunction with this Master
Agreement.
34• No Waiver of Sovereign Immunity
In no event shall this Master Agreement, any Participating Addendum or any contract or any
Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a
Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity,
governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the
United States or otherwise, from any claim or from the jurisdiction of any court.
This section applies to a claim brought against the Participating Entities who are states only to
the extent Congress has appropriately abrogated the state's sovereign immunity and is not
consent by the state to be sued in federal court. This section is also not a waiver by the state of
any form of immunity, including but not limited to sovereign immunity and immunity based on
the Eleventh Amendment to the Constitution of the United States.
35• Governing Law and Venue
a. The procurement, evaluation, and award of the Master Agreement shall be governed by and
construed in accordance with the laws of the Lead State sponsoring and administering the
procurement. The construction and effect of the Master Agreement after award shall be
governed by the law of the state serving as Lead State. The construction and effect of any
Participating Addendum or Order against the Master Agreement shall be governed by and
construed in accordance with the laws of the Participating Entity's or Purchasing Entity's State.
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STATE OF VERMONT Contract # 41156 Page 27 of 27
b. Unless otherwise specified in the Master Agreement, the venue for any protest,
claim, dispute or action relating to the procurement, evaluation, and award is in the
Lead State. Venue for any claim, dispute or action concerning the terms of the
Master Agreement shall be in the state serving as Lead State. Venue for any claim,
dispute, or action concerning any Order placed against the Master Agreement or the
effect of a Participating Addendum shall be in the
Purchasing Entity's State.
c. If a claim is brought in a federal forum, then it must be brought and adjudicated
solely and exclusively within the United States District Court for (in decreasing order
of priority): the Lead State for claims relating to the procurement, evaluation, award,
or contract performance or administration if the Lead State is a party; a Participating
State if a named party; the state where the Participating Entity or Purchasing Entity
is located if either is a named party.
36. Assignment of Antitrust Rights
Contractor irrevocably assigns to a Participating Entity who is a state any claim for
relief or cause of action which the Contractor now has or which may accrue to the
Contractor in the future by reason of any violation of state or federal antitrust laws
(15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect
and as may be amended from time to time, in connection with any goods or services
provided in that state for the purpose of carrying out the Contractor's obligations
under this Master Agreement or Participating Addendum, including, at the
Participating Entity's option, the right to control any such litigation on such claim for
relief or cause of action.
37. Contract Provisions for Orders Utilizing Federal Funds
Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract
Provisions for Non -Federal Entity Contracts Under Federal Awards, Orders funded
with federal funds may have additional contractual requirements or certifications
that must be satisfied at the time the Order is placed or upon delivery. These federal
requirements may be proposed by Participating Entities in Participating Addenda
and Purchasing Entities for incorporation in Orders placed under this Master
Agreement.
Revision Date: 12/12/2018
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
Department of
MANAGER
SERVICES
We serve those who serve Florida
Alternate Contract Source (ACS)
No. 72141700-21-NASPO-ACS
For
Equipment Rental Services
This Alternate Contract Source No. 72141700-21-NASPO-ACS (Contract), is between the
Department of Management Services (Department), an agency of the State of Florida (State),
located at 4050 Esplanade Way, Tallahassee, FL 32399 and United Rentals (North America), Inc.
(Contractor), located at 100 First Stamford Place, Suite 700, Stamford, CT 06902, collectively
referred to herein as the "Parties."
WHEREAS, the Department is authorized by section 287.042(16), Florida Statutes:
To evaluate contracts let by the Federal Government, another state, or a political
subdivision for the provision of commodities and contract services, and, if it is determined
by the Secretary of Management Services in writing to be cost-effective and the best value
to the state, to enter into a written agreement authorizing an agency to make purchases
under such contract;
WHEREAS, the State of Vermont acting by and through the National Association of State
Procurement Officials (NASPO) ValuePoint, competitively procured Equipment Rental Services
and executed contract no. 41156, Equipment Rental Services (Master Agreement), with the
Contractor, attached hereto as Exhibit D; and
WHEREAS, the Secretary evaluated the Master Agreement and determined that use of the
Master Agreement is cost-effective and the best value to the State.
NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Term and Effective Date.
The Master Agreement was executed on March 10, 2021, and ends on February 21, 2023.
The Master Agreement has three one-year renewals available. The Contract will become
effective on October 25, 2021, or on the date signed by all Parties, whichever is later. The
Contract will expire on February 21, 2023, unless terminated earlier or renewed in accordance
with Exhibit B, Special Contract Conditions.
Page 1 of 3
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
Alternate Contract Source (ACS)
No. 72141700-21-NASPO-ACS
For
Equipment Rental Services
2. Order of Precedence.
This Contract document and the attached exhibits constitute the Contract and the entire
understanding of the Parties. Exhibits A, B, C, and this Contract document constitute the
Participating Addendum to the Master Agreement and modify or supplement the terms and
conditions of the Master Agreement. All exhibits listed below are incorporated by reference
into, and form part of, this Contract. In the event of a conflict, the following order of precedence
shall apply:
a) This Contract document
b) Exhibit A, Additional Special Contract Conditions
c) Exhibit B, Special Contract Conditions
d) Exhibit C, Price Sheet
e) Exhibit D, Master Agreement (including any amendments made prior to the effective
date of this Contract and any subsequent amendments added to this Contract in
accordance with the Modifications Section listed below)
Where the laws and regulations of a state other than the State of Florida are cited or
referenced in the Master Agreement, such citation or reference shall be replaced by the
comparable Florida law or regulation.
3. Purchases off this Contract.
Upon execution of this Contract, agencies, as defined in section 287.012, Florida Statutes,
may purchase products and services under this Contract. Any entity making a purchase off of
this Contract acknowledges and agrees to be bound by the terms and conditions of this
Contract. The Contractor shall adhere to the terms included in any contract or purchase orders
issued pursuant to this Contract.
4. Primary Contacts.
Department's Contract Manager:
Ashley Palelis
Division of State Purchasing
Florida Department of Management Services
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
Telephone: (850) 488-8366
Email: Ashley. Palelis(@dms.fl.gov
Page 2of3
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Alternate Contract Source (ACS)
No. 72141700-21-NASPO-ACS
For
Equipment Rental Services
Contractor's Contract Manager:
Brad Laws
Senior Manager, Government Accounts
United Rentals (North America), Inc.
12802 Tampa Oaks Blvd.
Temple Terrace, FL 33563
Telephone: (504) 915-6013
Email: jlaws(a�ur.com
5. Modifications.
Any amendments to this Contract must be in writing and signed by the Parties. If amendments
are made to the Master Agreement after the effective date of this Contract, the Contractor shall:
1) notify the Department of such amendments; and 2) provided the Department is amenable
to incorporating the amendments into this Contract, enter into a written amendment with the
Department reflecting the addition of such amendments to this Contract.
IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their
duly authorized undersigned officials.
CONTRACTOR
UNITED RENTALS (NORTH
AMERICA), INC.
42-
Craig Sc midt,
VP National Accounts
10/18/2021
STATE OF FLORIDA,
DEPARTMENT OF MANAGEMENT SERVICES
J. Todd Inman,
Secretary
Date Date
Page 3 of 3
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
DocuSignlEnvelope ID: CE0438D9-C6C7-4891-AD2D-8CB1601EBF28
Alternate Contract Source (ACS)
No. 72141700-21-NASPO-ACS
For
Equipment Rental Services
Contractor's Contract Manager:
Brad Laws
Senior Manager, Government Accounts
United Rentals (North America), Inc.
12802 Tampa Oaks Blvd.
Temple Terrace, FL 33563
Telephone: (504) 915-6013
Email: ilawsCa�ur.com
5. Modifications.
Any amendments to this Contract must be in writing and signed by the Parties. If amendments
are made to the Master Agreement after the effective date of this Contract, the Contractor shall:
1) notify the Department of such amendments; and 2) provided the Department is amenable
to incorporating the amendments into this Contract, enter into a written amendment with the
Department reflecting the addition of such amendments to this Contract.
IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their
duly authorized undersigned officials.
CONTRACTOR STATE OF FLORIDA,
UNITED RENTALS (NORTH DEPARTMENT OF MANAGEMENT SERVICES
AMERICA), INC.
Craig ScVrnidt, J. Todd Inman,
VP National Accounts Secretary
10/18/2021 L'�h6�
Date Date
Page 3 of 3
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
Department of
MANAGEMENT
SERVICES
We serve those who serve Florida
EXHIBIT A
ADDITIONAL SPECIAL CONTRACT CONDITIONS
The Contractor and agencies, as defined in section 287.012, Florida Statutes acknowledge and
agree to be bound by the terms and conditions of the Master Agreement except as otherwise
specified in the Contract, which includes the Special Contract Conditions and these Additional
Special Contract Conditions.
A. Orders: Contractor must be able to accept the State of Florida Purchasing Card and
MyFloridaMarketPlace (MFMP) purchase orders.
B. Contractor and Subcontractors, Affiliates, Partners, Resellers, Distributors, and Dealers:
By execution of a Contract, the Contractor acknowledges that it will not be released of its
contractual obligations to the Department or state agencies because of any failure of an
affiliate, partner, subcontractor, reseller, distributor, or dealer. The Contractor is
responsible for ensuring that its affiliates, partners, subcontractors, resellers, distributors,
and dealers providing commodities and performing services in furtherance of the Contract
do so in compliance with the terms and conditions of the Contract. The Contractor is fully
responsible for satisfactory completion of all work performed under the Contract.
C. Purchases Prerequisites: Contractor must ensure that entities receiving payment directly
from Customers under this Contract must have met the following requirements:
• Have an active registration with the Florida Department of State, Division of
Corporations (www.sunbiz.orq), or, if exempt from the registration requirements,
provide the Department with the basis for such exemption.
• Be registered in the MFMP Vendor Information Portal (https://vendor.
myfloridamarketplace. com).
• Have a current W-9 filed with the Florida Department of Financial Services
(https:Hflvendor.mvfloridacfo.com)
• Not be on the State's Convicted, Suspended, Antitrust Violator, or Discriminatory
Vendor lists
• Have a copy of e-Verify Status on file
D. MFMP Electronic Invoicing: The Contractor may supply electronic invoices in lieu of paper -
based invoices for those transactions processed through MFMP. Electronic invoices may
be submitted to the agency through one of the mechanisms as listed below:
1) EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set (810) for
use within the context of an Electronic Data Interchange (EDI) environment. This
transaction set can be used for invoicing via the Ariba Network (AN) for catalog and
non -catalog goods and services.
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
2) PO Flip via AN
This online process allows Contractors to submit invoices via the AN for catalog and
non -catalog goods and services. Contractors 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.
The Contractor 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
Contractor's information within MFMP. In addition, the Contractor grants the State and the
third -party provider the right and license to reproduce and display within MFMP the
Contractor's trademarks, system marks, logos, trade dress, or other branding designation
that identifies the products made available by the Contractor under the Contract.
The Contractor will work with the MFMP management team to obtain specific requirements
for the electronic invoicing if needed.
E. Contract Reporting: The Contractor shall provide the Department the following accurate
and complete reports associated with this Contract.
1) Contract Quarterly Sales Reports. The Contractor shall submit complete Quarterly
Sales Reports to the Department's Contract Manager within 30 calendar days after
the close of each State fiscal quarter (the State's fiscal quarters close on September
30, December 31, March 31, and June 30).
Reports must be submitted in MS Excel using the DMS Quarterly Sales Report Format,
which can be accessed at https://www.dms.myflorida.com/business operations/
state purchasing/vendor resources/quarterly sales report format. Initiation and
submission of the most recent version of the Quarterly Sales Report posted on the
DMS website is the responsibility of the Contractor without prompting or notification
from the Department's Contract Manager. If no orders are received during the quarter,
the Contractor must email the DMS Contract Manager confirming there was no activity.
2) Certified and Minority Business Enterprises Reports. Upon Customer request, the
Contractor shall report to each Customer spend with certified and other minority
business enterprises in the provision of commodities or services related to the
Customer orders. These reports shall include the period covered; the name, minority
code, and Federal Employer Identification Number of each minority business
enterprise utilized during the period; commodities and services provided by the
minority business enterprise; and the amount paid to each minority business
enterprise on behalf of the Customer.
3) Ad Hoc Sales Reports. The Department may require additional Contract sales
information such as copies of purchase orders or ad hoc sales reports. The Contractor
shall submit these documents and reports in the format acceptable to the Department
and within the timeframe specified by the Department.
4) MFMP Transaction Fee Reports. The Contractor shall submit complete monthly MFMP
Transaction Fee Reports to the Department. Reports are due 15 calendar days after
the end of each month. Information on how to submit MFMP Transaction Fee Reports
online can be located at https://www.dms.myflorida.com/business operations/state
purchasing/myfloridamarketplace/mfmp vendors/transaction fee and reporting.
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) 2
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Assistance with transaction fee reporting is also available by email at
feeprocessingCc myfloridamarketplace.com or telephone at 866-FLA-EPRO (866-352-
3776) from 8:00 a.m. to 6:00 p.m. Eastern Time.
F. Financial Consequences: The Department reserves the right to impose financial
consequences when the Contractor fails to comply with the requirements of the Contract.
The following financial consequences will apply for the Contractor's non-performance
under the Contract. The Customer and the Contractor may agree to add additional
Financial Consequences on an as -needed basis beyond those stated herein to apply to
that Customer's resultant contract or purchase order. The State of Florida reserves the
right to withhold payment or implement other appropriate remedies, such as Contract
termination or nonrenewal, when the Contractor has failed to comply with the provisions
of the Contract. The Contractor and the Department agree that financial consequences for
non-performance are an estimate of damages which are difficult to ascertain and are not
penalties.
The financial consequences below will be paid and received by the Department of
Management Services within 30 calendar days from the due date specified by the
Department. These financial consequences below are individually assessed for failures
over each target period beginning with the first full month or quarter of the Contract
performance and every month or quarter, respectively, thereafter.
Financial Consequences Chart
Financial
Consequence for
Performance
Performance Due
Non -Performance
Deliverable
Metric
Date
(Per Calendar Day
Late/Not Received
by the Contract
Manager)
Contractor will
All Quarterly Sales
Completed reports
$250
timely submit
Reports will be
are due on or
complete Quarterly
submitted timely
before the 301n
Sales Reports
with the required
calendar day after
information
the close of each
State fiscal quarter
Contractor will
All MFMP
Completed reports
$100
timely submit
Transaction Fee
are due on or
complete MFMP
Reports will be
before the 15tn
Transaction Fee
submitted timely
calendar day after
Reports
with the required
the end of each
information
month
Contractor will
All equipment will
All equipment will
$100
deliver equipment
be fully fueled and
be delivered within
to the Customer.
lubricated and be
the time frame
ready for use.
identified in Exhibit
C, Price Sheet
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) 3
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No favorable action will be considered when Contractor has outstanding Contract
Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other
documentation owed to the Department or Customer, to include fees / monies, that
is required under this Contract.
G. Business Review Meetings: Both the Department and Customer reserve the right to
schedule business review meetings. The Department or Customer may specify the format
or agenda for the meeting. At a minimum, the Business Review Meeting may include the
following topics:
a. Contract compliance
b. Contract savings (in dollar amount and cost avoidance)
c. Spend reports by Customer
d. Recommendations for improved compliance and performance
H. Special Contract Conditions revisions: The following subsections of the Special Contract
Conditions referenced below are replaced in their entirety.
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in whole
or in part only as set forth in the Contract documents, and in accordance with section
287.057(14), F.S.
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(24),
F.S. All payments issued by Customers to registered Vendors for purchases of commodities
or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031,
F.A.C., or as may otherwise be established by law. Vendors must pay the Transaction Fees
and agree to automatic deduction of the Transaction Fees when automatic deduction
becomes available. Vendors will submit any monthly reports required pursuant to the rule. All
such reports and payments will be subject to audit. Failure to comply with the payment of the
Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor
in default and subject the Vendor to exclusion from business with the State of Florida.
5.1 Conduct of Business.
The Contractor must comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable to the conduct of its business, including those of federal,
state, and local agencies having jurisdiction and authority. For example, the Contractor must
comply with section 274A of the Immigration and Nationality Act, the Americans with
Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all
prohibitions against discrimination on the basis of race, religion, sex, creed, national origin,
handicap, marital status, or veteran's status. The provisions of subparagraphs 287.058(1)(a)-
(c) and (g), F.S., are hereby incorporated by reference.
Nothing contained within this Contract shall be construed to prohibit the Contractor from
disclosing information relevant to performance of the Contract or purchase order to members
or staff of the Florida Senate or Florida House of Representatives.
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) 4
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Pursuant to section 287.057(26), F.S., the Contractor shall answer all questions of, and
ensure a representative will be available to, a continuing oversight team.
The Contractor will comply with all applicable disclosure requirements set forth in section
286.101, F.S. In the event the Department of Financial Services issues the Contractor a final
order determining a third or subsequent violation pursuant to section 286.101(7)(c), F.S., the
Contractor shall immediately notify the Department and applicable Customers and shall be
disqualified from Contract eligibility.
5.4 Convicted, Discriminatory, Antitrust Violator, and Suspended Vendor Lists.
In accordance with sections 287.133, 287.134, and 287.137, F.S., the Contractor is hereby
informed of the provisions of sections 287.133(2)(a), 287.134(2)(a), and 287.137(2)(a), F.S.
For purposes of this Contract, a person or affiliate who is on the Convicted Vendor List, the
Discriminatory Vendor List, or the Antitrust Violator Vendor List may not perform work as a
contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must
notify the Department if it or any of its suppliers, subcontractors, or consultants have been
placed on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator
Vendor List during the term of the Contract.
In accordance with section 287.1351, F.S., a vendor placed on the Suspended Vendor List
may not enter into or renew a contract to provide any goods or services to an agency after its
placement on the Suspended Vendor List.
A firm or individual placed on the Suspended Vendor List pursuant to section 287.1351, F.S.,
the Convicted Vendor List pursuant to section 287.133, F.S., the Antitrust Violator Vendor List
pursuant to section 287.137, F.S., or the Discriminatory Vendor List pursuant to section
287.134, F.S., is immediately disqualified from Contract eligibility.
5.6 Cooperation with Inspector General and Records Retention.
Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its duty
to cooperate with the Inspector General in any investigation, audit, inspection, review, or
hearing. Upon request of the Inspector General or any other authorized State official, the
Contractor must provide any information the Inspector General deems relevant. Such
information may include, but will not be limited to, the Contractor's business or financial
records, documents, or files of any type or form that refer to or relate to the Contract. The
Contractor will retain such records for the longer of five years after the expiration or termination
of the Contract, or the period required by the General Records Schedules maintained by the
Florida Department of State, at the Department of State's Records Management website. The
Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation
incurred by the Inspector General or other authorized State of Florida official for investigations
of the Contractor's compliance with the terms of this or any other agreement between the
Contractor and the State of Florida which results in the suspension or debarment of the
Contractor. Such costs will include but will not be limited to: salaries of investigators, including
overtime; travel and lodging expenses; and expert witness and documentary fees. The
Contractor agrees to impose the same obligations to cooperate with the Inspector General
and retain records on any subcontractors used to provide goods or services under the
Contract.
8.1.1 Termination of Contract.
The Department may terminate the Contract for refusal by the Contractor to comply with this
section by not allowing access to all public records, as defined in Chapter 119, F.S., made or
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) 5
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received by the Contractor in conjunction with the Contract unless the records are exempt
from s. 24(a) of Art. I of the State Constitution and section 119.071(1), F.S.
8.1.2 Statutory Notice.
Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting on
behalf of a public agency, as defined in section 119.011(2), F.S., the following applies:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE DEPARTMENT'S CUSTODIAN
OF PUBLIC RECORDS AT PUBLICRECORDS(&-DMS.FL.GOV, (850)
487-1082 OR 4050 ESPLANADE WAY, SUITE 160, TALLAHASSEE,
FLORIDA 32399-0950.
Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting on
behalf of a public agency as defined in section 119.011(2), F.S., the Contractor shall:
(a) Keep and maintain public records required by the public agency to perform the service.
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in Chapter 119,
F.S., or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure are not disclosed except as authorized by law for the duration of the Contract term
and following the completion of the Contract if the Contractor does not transfer the records to
the public agency.
(d) Upon completion of the Contract, transfer, at no cost, to the public agency all public records
in possession of the Contractor or keep and maintain public records required by the public
agency to perform the service. If the Contractor transfers all public records to the public
agency upon completion of the Contract, the Contractor shall destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure
requirements. If the Contractor keeps and maintains public records upon completion of the
Contract, the Contractor shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the public agency, upon request from the
public agency's custodian of public records, in a format that is compatible with the information
technology systems of the public agency.
12.1 Performance or Compliance Audits.
The Department may conduct or have conducted performance and/or compliance audits of
the Contractor and subcontractors as determined by the Department. The Department may
conduct an audit and review all the Contractor's and subcontractors' data and records that
directly relate to the Contract. To the extent necessary to verify the Contractor's fees and
claims for payment under the Contract, the Contractor's agreements or contracts with
subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be
inspected by the Department upon fifteen (15) calendar days' notice, during normal working
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) 6
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hours and in accordance with the Contractor's facility access procedures where facility access
is required. Release statements from its subcontractors, partners, or agents are not required
for the Department or its designee to conduct compliance and performance audits on any of
the Contractor's contracts relating to this Contract. The Inspector General, in accordance with
section 5.6, the State of Florida's Chief Financial Officer, and the Office of the Auditor General
shall also have authority to perform audits and inspections.
13.2 E-Verify.
The Contractor and its subcontractors have an obligation to utilize the U.S. Department of
Homeland Security's (DHS) E-Verify system for all newly hired employees in accordance with
section 448.095, F.S. By executing this Contract, the Contractor certifies that it is registered
with, and uses, the E-Verify system for all newly hired employees in accordance with section
448.095, F.S. The Contractor must obtain an affidavit from its subcontractors in accordance
with paragraph (2)(b) of section 448.095, F.S., and maintain a copy of such affidavit for the
duration of the Contract. The Contractor shall provide a copy of its DHS Memorandum of
Understanding (MOU) to the Department's Contract Manager within five days of Contract
execution.
This section serves as notice to the Contractor regarding the requirements of section 448.095,
F.S., specifically sub -paragraph (2)(c)1, and the Department's obligation to terminate the
Contract if it has a good faith belief that the Contractor has knowingly violated section
448.09(1), F.S. If terminated for such reason, the Contractor will not be eligible for award of a
public contract for at least one year after the date of such termination. The Department will
promptly notify the Contractor and order the immediate termination of the contract between
the Contractor and a subcontractor performing work on its behalf for this Contract should the
Department have a good faith belief that the subcontractor has knowingly violated section
448.09(1), F.S.
Special Contract Conditions additions: The following subsection is added to the Special
Contract Conditions:
12.3 Document Inspection.
In accordance with section 216.1366, F.S., the Department or a state agency is authorized
to inspect the: (a) financial records, papers, and documents of the Contractor that are
directly related to the performance of the Contract or the expenditure of state funds; and (b)
programmatic records, papers, and documents of the Contractor which the Department or
state agency determines are necessary to monitor the performance of the Contract or to
ensure that the terms of the Contract are being met. The Contractor shall provide such
records, papers, and documents requested by the Department or a state agency within 10
Business Days after the request is made.
Additional Special Contract Conditions (approved by State Purchasing, 8/12/2021) 7
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EXHIBIT B
SPECIAL CONTRACT CONDITIONS
JULY 1, 2019 VERSION
Table of Contents
SECTION 1. DEFINITION...........................................................................................................................2
SECTION 2. CONTRACT TERM AND TERMINATION................................................................................. 2
SECTION 3. PAYMENT AND FEES.............................................................................................................3
SECTION 4. CONTRACT MANAGEMENT..................................................................................................4
SECTION 5. COMPLIANCE WITH LAWS....................................................................................................6
SECTION 6. MISCELLANEOUS..................................................................................................................7
SECTION 7. LIABILITY AND INSURANCE........................................................................................................... 9
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL
PROPERTY..............................................................................................................................................10
SECTION 9. DATA SECURITY..................................................................................................................12
SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS..........................................................13
SECTION 11. CONTRACT MONITORING................................................................................................14
SECTION 12. CONTRACT AUDITS...........................................................................................................15
SECTION 13. BACKGROUND SCREENING AND SECURITY......................................................................16
SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM....................................................17
In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included
herein by reference but is superseded in its entirety by these Special
Contract Conditions.
SP approved version 7-1-2019 1
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SECTION 1. DEFINITION.
The following definition applies in addition to the definitions in Chapter 287, Florida
Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant
to the Contract.
SECTION 2. CONTRACT TERM AND TERMINATION.
2.1 Initial Term.
The initial term will begin on the date set forth in the Contract documents or on the date
the Contract is signed by all Parties, whichever is later.
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in
whole or in part only as set forth in the Contract documents, and in accordance with
section 287.057(13), F.S.
2.3 Suspension of Work and Termination.
2.3.1 Suspension of Work.
The Department may, at its sole discretion, suspend any or all activities under the
Contract, at any time, when it is in the best interest of the State of Florida to do so. The
Customer may suspend a resulting contract or purchase order, at any time, when in the
best interest of the Customer to do so. The Department or Customer will provide the
Contractor written notice outlining the particulars of the suspension. After receiving a
suspension notice, the Contractor must comply with the notice and will cease the
performance of the Contract or purchase order. Suspension of work will not entitle the
Contractor to any additional compensation. The Contractor will not resume performance
of the Contract or purchase order until so authorized by the Department.
2.3.2 Termination for Convenience.
The Contract may be terminated by the Department in whole or in part at any time, in the
best interest of the State of Florida. If the Contract is terminated before performance is
completed, the Contractor will be paid only for that work satisfactorily performed for
which costs can be substantiated. Such payment, however, may not exceed an amount
which is the same percentage of the Contract price as the amount of work satisfactorily
performed. All work in progress will become the property of the Customer and will be
turned over promptly by the Contractor.
2.3.3 Termination for Cause.
If the performance of the Contractor is not in compliance with the Contract requirements
or the Contractor has defaulted, the Department may:
(a) immediately terminate the Contract;
(b) notify the Contractor of the noncompliance or default, require correction, and specify
the date by which the correction must be completed before the Contract is terminated; or
(c) take other action deemed appropriate by the Department.
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SECTION 3. PAYMENT AND FEES.
3.1 Pricing.
The Contractor will not exceed the pricing set forth in the Contract documents.
3.2 Price Decreases.
The following price decrease terms will apply to the Contract:
3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery
of large single orders;
3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this
Contract is a maximum price. Additionally, Contractor's pricing will not exceed the pricing
offered under comparable contracts. Comparable contracts are those that are similar in
size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must
annually submit an affidavit from the Contractor's authorized representative attesting that
the Contract complies with this clause.
3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract
term due to a change in market conditions, the Contractor may conduct sales
promotions involving price reductions for a specified lesser period. The Contractor must
submit documentation identifying the proposed: (1) starting and ending dates of the
promotion, (2) commodities or contractual services involved, and (3) promotional prices
compared to then -authorized prices.
3.3 Payment Invoicing.
The Contractor will be paid upon submission of invoices to the Customer after delivery
and acceptance of commodities or contractual services is confirmed by the Customer.
Invoices must contain sufficient detail for an audit and contain the Contract Number and
the Contractor's Federal Employer Identification Number.
3.4 Purchase Order.
A Customer may use purchase orders to buy commodities or contractual services
pursuant to the Contract and, if applicable, the Contractor must provide commodities or
contractual services pursuant to purchase orders. Purchase orders issued pursuant to
the Contract must be received by the Contractor no later than the close of business on
the last day of the Contract's term. The Contractor is required to accept timely purchase
orders specifying delivery schedules that extend beyond the Contract term even when
such extended delivery will occur after expiration of the Contract. Purchase orders shall
be valid through their specified term and performance by the Contractor, and all terms
and conditions of the Contract shall survive the termination or expiration of the Contract
and apply to the Contractor's performance. The duration of purchase orders for recurring
deliverables shall not exceed the expiration of the Contract by more than twelve months.
Any purchase order terms and conditions conflicting with these Special Contract
Conditions shall not become a part of the Contract.
3.5 Travel.
Travel expenses are not reimbursable unless specifically authorized by the Customer in
writing and may be reimbursed only in accordance with section 112.061, F.S.
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3.6 Annual Appropriation.
Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an
agency for the purchase of services or tangible personal property for a period in excess
of one fiscal year, the State of Florida's performance and obligation to pay under the
Contract is contingent upon an annual appropriation by the Legislature.
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system pursuant to section
287.057(22), F.S. All payments issued by Customers to registered Vendors for
purchases of commodities or contractual services will be assessed Transaction Fees as
prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law.
Vendors must pay the Transaction Fees and agree to automatic deduction of the
Transaction Fees when automatic deduction becomes available. Vendors will submit any
monthly reports required pursuant to the rule. All such reports and payments will be
subject to audit. Failure to comply with the payment of the Transaction Fees or reporting
of transactions will constitute grounds for declaring the Vendor in default and subject the
Vendor to exclusion from business with the State of Florida.
3.8 Taxes.
Taxes, customs, and tariffs on commodities or contractual services purchased under the
Contract will not be assessed against the Customer or Department unless authorized by
Florida law.
3.9 Return of Funds.
Contractor will return any overpayments due to unearned funds or funds disallowed
pursuant to the terms of the Contract that were disbursed to the Contractor. The
Contractor must return any overpayment within forty (40) calendar days after either
discovery by the Contractor, its independent auditor, or notification by the Department or
Customer of the overpayment.
SECTION 4. CONTRACT MANAGEMENT.
4.1 Composition and Priority.
The Contractor agrees to provide commodities or contractual services to the Customer
as specified in the Contract. Additionally, the terms of the Contract supersede the terms
of all prior agreements between the Parties on this subject matter.
4.2 Notices.
All notices required under the Contract must be delivered to the designated Contract
Manager in a manner identified by the Department.
4.3 Department's Contract Manager.
The Department's Contract Manager, who is primarily responsible for the Department's
oversight of the Contract, will be identified in a separate writing to the Contractor upon
Contract signing in the following format:
Department's Contract Manager Name
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Department's Name
Department's Physical Address
Department's Telephone #
Department's Email Address
If the Department changes the Contract Manager, the Department will notify the
Contractor. Such a change does not require an amendment to the Contract.
4.4 Contractor's Contract Manager.
The Contractor's Contract Manager, who is primarily responsible for the Contractor's
oversight of the Contract performance, will be identified in a separate writing to the
Department upon Contract signing in the following format:
Contractor's Contract Manager Name
Contractor's Name
Contractor's Physical Address
Contractor's Telephone #
Contractor's Email Address
If the Contractor changes its Contract Manager, the Contractor will notify the
Department. Such a change does not require an amendment to the Contract.
4.5 Diversity.
4.5.1 Office of Supplier Diversity.
The State of Florida supports its diverse business community by creating opportunities
for woman-, veteran-, and minority -owned small business enterprises to participate in
procurements and contracts. The Department encourages supplier diversity through
certification of woman-, veteran-, and minority -owned small business enterprises and
provides advocacy, outreach, and networking through regional business events. For
additional information, please contact the Office of Supplier Diversity (OSD) at
osdinfo@dms.myflorida.com.
4.5.2 Diversity Reporting.
Upon request, the Contractor will report to the Department its spend with business
enterprises certified by the OSD. These reports must include the time period covered,
the name and Federal Employer Identification Number of each business enterprise
utilized during the period, commodities and contractual services provided by the
business enterprise, and the amount paid to the business enterprise on behalf of each
agency purchasing under the Contract.
4.6 RESPECT.
Subject to the agency determination provided for in section 413.036, F.S., the following
statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE
SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413,
FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME
PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES;
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AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER
BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL
BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS
DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED.
Additional information about RESPECT and the commodities or contractual services it
offers is available at https://www.respectofflorida.org.
4.7 PRIDE.
Subject to the agency determination provided for in sections 287.042(1) and 946.515,
F.S., the following statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S.,
IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN
SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE
PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS
OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS
AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED.
Additional information about PRIDE and the commodities or contractual services it offers
is available at https://www.pride-enterprises.org.
SECTION 5. COMPLIANCE WITH LAWS.
5.1 Conduct of Business.
The Contractor must comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable to the conduct of its business, including those of
federal, state, and local agencies having jurisdiction and authority. For example, the
Contractor must comply with section 274A of the Immigration and Nationality Act, the
Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if
applicable, and all prohibitions against discrimination on the basis of race, religion, sex,
creed, national origin, handicap, marital status, or veteran's status. The provisions of
subparagraphs 287.058(1)(a)-(c), and (g), F.S., are hereby incorporated by reference.
5.2 Dispute Resolution, Governing Law, and Venue.
Any dispute concerning performance of the Contract shall be decided by the
Department's designated Contract Manager, who will reduce the decision to writing and
serve a copy on the Contractor. The decision of the Contract Manager shall be final and
conclusive. Exhaustion of this administrative remedy is an absolute condition precedent
to the Contractor's ability to pursue legal action related to the Contract or any other form
of dispute resolution. The laws of the State of Florida govern the Contract. The Parties
submit to the jurisdiction of the courts of the State of Florida exclusively for any legal
action related to the Contract. Further, the Contractor hereby waives all privileges and
rights relating to venue it may have under Chapter 47, F.S., and all such venue
privileges and rights it may have under any other statute, rule, or case law, including, but
not limited to, those based on convenience. The Contractor hereby submits to venue in
the county chosen by the Department.
5.3 Department of State Registration.
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Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert
status, other than a sole proprietor, must provide the Department with conclusive
evidence of a certificate of status, not subject to qualification, if a Florida business entity,
or of a certificate of authorization if a foreign business entity.
5.4 Suspended, Convicted, and Discriminatory Vendor Lists.
In accordance with sections 287.042, 287.133, and 287.134, F.S., an entity or affiliate
who is on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor
List may not perform work as a contractor, supplier, subcontractor, or consultant under
the Contract. The Contractor must notify the Department if it or any of its suppliers,
subcontractors, or consultants have been placed on the Suspended Vendor List,
Convicted Vendor List, or Discriminatory Vendor List during the term of the Contract.
5.5 Scrutinized Companies - Termination by the Department.
The Department may, at its option, terminate the Contract if the Contractor is found to
have submitted a false certification as provided under section 287.135(5), F.S., or been
placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in
business operations in Cuba or Syria, or to have been placed on the Scrutinized
Companies that Boycott Israel List or is engaged in a boycott of Israel.
5.6 Cooperation with Inspector General and Records Retention.
Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its
duty to cooperate with the Inspector General in any investigation, audit, inspection,
review, or hearing. Upon request of the Inspector General or any other authorized State
official, the Contractor must provide any information the Inspector General deems
relevant to the Contractor's integrity or responsibility. Such information may include, but
will not be limited to, the Contractor's business or financial records, documents, or files
of any type or form that refer to or relate to the Contract. The Contractor will retain such
records for the longer of five years after the expiration of the Contract, or the period
required by the General Records Schedules maintained by the Florida Department of
State, at the Department of State's Records Management website. The Contractor
agrees to reimburse the State of Florida for the reasonable costs of investigation
incurred by the Inspector General or other authorized State of Florida official for
investigations of the Contractor's compliance with the terms of this or any other
agreement between the Contractor and the State of Florida which results in the
suspension or debarment of the Contractor. Such costs will include but will not be limited
to: salaries of investigators, including overtime; travel and lodging expenses; and expert
witness and documentary fees. The Contractor agrees to impose the same obligations to
cooperate with the Inspector General and retain records on any subcontractors used to
provide goods or services under the Contract.
SECTION 6. MISCELLANEOUS.
6.1 Subcontractors.
The Contractor will not subcontract any work under the Contract without prior written
consent of the Department. The Contractor is fully responsible for satisfactory
completion of all its subcontracted work. The Department supports diversity in its
procurements and contracts, and requests that the Contractor offer subcontracting
opportunities to certified woman-, veteran-, and minority -owned small businesses. The
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Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on
certified small business enterprises available for subcontracting opportunities.
6.2 Assignment.
The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations
under the Contract without the prior written consent of the Department. However, the
Contractor may waive its right to receive payment and assign same upon notice to the
Department. In the event of any assignment, the Contractor remains responsible for
performance of the Contract, unless such responsibility is expressly waived by the
Department. The Department may assign the Contract with prior written notice to the
Contractor.
6.3 Independent Contractor.
The Contractor and its employees, agents, representatives, and subcontractors are
independent contractors and not employees or agents of the State of Florida and are not
entitled to State of Florida benefits. The Department and Customer will not be bound by
any acts or conduct of the Contractor or its employees, agents, representatives, or
subcontractors. The Contractor agrees to include this provision in all its subcontracts
under the Contract.
6.4 Inspection and Acceptance of Commodities.
6.4.1 Risk of Loss.
Matters of inspection and acceptance are addressed in section 215.422, F.S. Until
acceptance, risk of loss or damage will remain with the Contractor. The Contractor will
be responsible for filing, processing, and collecting all damage claims. To assist the
Contractor with damage claims, the Customer will: record any evidence of visible
damage on all copies of the delivering carrier's bill of lading; report damages to the
carrier and the Contractor; and provide the Contractor with a copy of the carrier's bill of
lading and damage inspection report.
6.4.2 Rejected Commodities.
When a Customer rejects a commodity, Contractor will remove the commodity from the
premises within ten (10) calendar days after notification of rejection, and the risk of loss
will remain with the Contractor. Commodities not removed by the Contractor within ten
(10) calendar days will be deemed abandoned by the Contractor, and the Customer will
have the right to dispose of such commodities. Contractor will reimburse the Customer
for costs and expenses incurred in storing or effecting removal or disposition of rejected
commodities.
6.5 Safety Standards.
Performance of the Contract for all commodities or contractual services must comply
with requirements of the Occupational Safety and Health Act and other applicable State
of Florida and federal requirements.
6.6 Ombudsman.
A Vendor Ombudsman has been established within the Department of Financial
Services. The duties of this office are found in section 215.422, F.S., which include
disseminating information relative to prompt payment and assisting contractors in
receiving their payments in a timely manner from a Customer. The Vendor Ombudsman
may be contacted at (850) 413-5516.
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6.7 Time is of the Essence.
Time is of the essence regarding every obligation of the Contractor under the Contract.
Each obligation is deemed material, and a breach of any such obligation (including a
breach resulting from untimely performance) is a material breach.
6.8 Waiver.
The delay or failure by the Department or the Customer to exercise or enforce any rights
under the Contract will not constitute waiver of such rights.
6.9 Modification and Severability.
The Contract may only be modified by written agreement between the Department and
the Contractor. Should a court determine any provision of the Contract is invalid, the
remaining provisions will not be affected, and the rights and obligations of the Parties will
be construed and enforced as if the Contract did not contain the provision held invalid.
6.10 Cooperative Purchasing.
Pursuant to their own governing laws, and subject to the agreement of the Contractor,
governmental entities that are not Customers may make purchases under the terms and
conditions contained herein, if agreed to by Contractor. Such purchases are independent
of the Contract between the Department and the Contractor, and the Department is not a
party to these transactions. Agencies seeking to make purchases under this Contract
are required to follow the requirements of Rule 60A-1.045(5), F.A.C.
SECTION 7. LIABILITY AND INSURANCE.
7.1 Workers' Compensation Insurance.
The Contractor shall maintain workers' compensation insurance as required under the
Florida Workers' Compensation Law or the workers' compensation law of another
jurisdiction where applicable. The Contractor must require all subcontractors to similarly
provide workers' compensation insurance for all of the latter's employees. In the event
work is being performed by the Contractor under the Contract and any class of
employees performing the work is not protected under Workers' Compensation statutes,
the Contractor must provide, and cause each subcontractor to provide, adequate
insurance satisfactory to the Department, for the protection of employees not otherwise
protected.
7.2 General Liability Insurance.
The Contractor must secure and maintain Commercial General Liability Insurance,
including bodily injury, property damage, products, personal and advertising injury, and
completed operations. This insurance must provide coverage for all claims that may
arise from performance of the Contract or completed operations, whether by the
Contractor or anyone directly or indirectly employed by the Contractor. Such insurance
must include the State of Florida as an additional insured for the entire length of the
resulting contract. The Contractor is responsible for determining the minimum limits of
liability necessary to provide reasonable financial protections to the Contractor and the
State of Florida under the resulting contract.
7.3 Florida Authorized Insurers.
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All insurance shall be with insurers authorized and eligible to transact the applicable line
of insurance business in the State of Florida. The Contractor shall provide
Certifications) of Insurance evidencing that all appropriate coverage is in place and
showing the Department to be an additional insured.
7.4 Performance Bond.
Unless otherwise prohibited by law, the Department may require the Contractor to
furnish, without additional cost to the Department, a performance bond or irrevocable
letter of credit or other form of security for the satisfactory performance of work
hereunder. The Department shall determine the type and amount of security.
7.5 Indemnification.
To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and
hold the Customer and the State of Florida, its officers, employees, and agents harmless
from all fines, claims, assessments, suits, judgments, or damages, including
consequential, special, indirect, and punitive damages, including court costs and
attorney's fees, arising from or relating to violation or infringement of a trademark,
copyright, patent, trade secret, or intellectual property right or out of any acts, actions,
breaches, neglect, or omissions of the Contractor, its employees, agents,
subcontractors, assignees, or delegates related to the Contract, as well as for any
determination arising out of or related to the Contract that the Contractor or Contractor's
employees, agents, subcontractors, assignees, or delegates are not independent
contractors in relation to the Customer. The Contract does not constitute a waiver of
sovereign immunity or consent by the Customer or the State of Florida or its subdivisions
to suit by third parties. Without limiting this indemnification, the Customer may provide
the Contractor (1) written notice of any action or threatened action, (2) the opportunity to
take over and settle or defend any such action at Contractor's sole expense, and (3)
assistance in defending the action at Contractor's sole expense.
7.6 Limitation of Liability.
Unless otherwise specifically enumerated in the Contract or in the purchase order,
neither the Department nor the Customer shall be liable for special, indirect, punitive, or
consequential damages, including lost data or records (unless the Contract or purchase
order requires the Contractor to back-up data or records), even if the Department or
Customer has been advised that such damages are possible. Neither the Department
nor the Customer shall be liable for lost profits, lost revenue, or lost institutional
operating savings. The Department or Customer may, in addition to other remedies
available to them at law or equity and upon notice to the Contractor, retain such monies
from amounts due Contractor as may be necessary to satisfy any claim for damages,
penalties, costs, and the like asserted by or against them. The State may set off any
liability or other obligation of the Contractor or its affiliates to the State against any
payments due the Contractor under any contract with the State.
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT,
AND INTELLECTUAL PROPERTY.
8.1 Public Records.
8.1.1 Termination of Contract.
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The Department may terminate the Contract for refusal by the Contractor to comply with
this section by not allowing access to all public records, as defined in Chapter 119, F. S.,
made or received by the Contractor in conjunction with the Contract.
8.1.2 Statutory Notice.
Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor
acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following
applies:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL
ADDRESS, AND MAILING ADDRESS PROVIDED IN THE
RESULTING CONTRACT OR PURCHASE ORDER.
Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor
acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor
shall:
(a) Keep and maintain public records required by the public agency to perform the
service.
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, F.S., or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure are not disclosed except as authorized by law for the duration of the
Contract term and following the completion of the Contract if the Contractor does not
transfer the records to the public agency.
(d) Upon completion of the Contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records required by
the public agency to perform the service. If the Contractor transfers all public records to
the public agency upon completion of the Contract, the Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and maintains public records upon
completion of the Contract, the Contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the public
agency, upon request from the public agency's custodian of public records, in a format
that is compatible with the information technology systems of the public agency.
8.2 Protection of Trade Secrets or Otherwise Confidential Information.
8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information.
If the Contractor considers any portion of materials to be trade secret under section
688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the
Contractor must clearly designate that portion of the materials as trade secret or
otherwise confidential when submitted to the Department. The Contractor will be
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responsible for responding to and resolving all claims for access to Contract -related
materials it has designated trade secret or otherwise confidential.
8.2.2 Public Records Requests.
If the Department receives a public records request for materials designated by the
Contractor as trade secret or otherwise confidential under Florida or federal law, the
Contractor will be responsible for taking the appropriate legal action in response to the
request. If the Contractor fails to take appropriate and timely action to protect the
materials designated as trade secret or otherwise confidential, the Department will
provide the materials to the requester.
8.2.3 Indemnification Related to Confidentiality of Materials.
The Contractor will protect, defend, indemnify, and hold harmless the Department for
claims, costs, fines, and attorney's fees arising from or relating to its designation of
materials as trade secret or otherwise confidential.
8.3 Document Management.
The Contractor must retain sufficient documentation to substantiate claims for payment
under the Contract and all other records, electronic files, papers, and documents that
were made in relation to this Contract. The Contractor must retain all documents related
to the Contract for five (5) years after expiration of the Contract or, if longer, the period
required by the General Records Schedules maintained by the Florida Department of
State available at the Department of State's Records Management website.
8.4 Intellectual Property.
8.4.1 Ownership.
Unless specifically addressed otherwise in the Contract, the State of Florida shall be the
owner of all intellectual property rights to all property created or developed in connection
with the Contract.
8.4.2 Patentable Inventions or Discoveries.
Any inventions or discoveries developed in the course, or as a result, of services in
connection with the Contract that are patentable pursuant to 35 U.S.C. § 101 are the
sole property of the State of Florida. Contractor must inform the Customer of any
inventions or discoveries developed or made through performance of the Contract, and
such inventions or discoveries will be referred to the Florida Department of State for a
determination on whether patent protection will be sought. The State of Florida will be
the sole owner of all patents resulting from any invention or discovery made through
performance of the Contract.
8.4.3 Copyrightable Works.
Contractor must notify the Department or State of Florida of any publications, artwork, or
other copyrightable works developed in connection with the Contract. All copyrights
created or developed through performance of the Contract are owned solely by the State
of Florida.
SECTION 9. DATA SECURITY.
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The Contractor will maintain the security of State of Florida data including, but not limited
to, maintaining a secure area around any displayed visible data and ensuring data is
stored and secured when not in use. The Contractor and subcontractors will not perform
any of the services from outside of the United States, and the Contractor will not allow
any State of Florida data to be sent by any medium, transmitted, or accessed outside the
United States due to Contractor's action or inaction. In the event of a security breach
involving State of Florida data, the Contractor shall give notice to the Customer and the
Department within one business day. "Security breach" for purposes of this section will
refer to a confirmed event that compromises the confidentiality, integrity, or availability of
data. Once a data breach has been contained, the Contractor must provide the
Department with a post -incident report documenting all containment, eradication, and
recovery measures taken. The Department reserves the right in its sole discretion to
enlist a third party to audit Contractor's findings and produce an independent report, and
the Contractor will fully cooperate with the third party. The Contractor will also comply
with all HIPAA requirements and any other state and federal rules and regulations
regarding security of information.
SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS.
10.1 Gratuities.
The Contractor will not, in connection with this Contract, directly or indirectly (1) offer,
give, or agree to give anything of value to anyone as consideration for any State of
Florida officer's or employee's decision, opinion, recommendation, vote, other exercise
of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to
anyone anything of value for the benefit of, or at the direction or request of, any State of
Florida officer or employee.
10.2 Lobbying.
In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used
for the purpose of lobbying the Legislature, the judicial branch, or the Department.
Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from
lobbying the executive or legislative branch concerning the scope of services,
performance, term, or compensation regarding the Contract after the Contract is
executed and during the Contract term.
10.3 Communications.
10.3.1 Contractor Communication or Disclosure.
The Contractor shall not make any public statements, press releases, publicity releases,
or other similar communications concerning the Contract or its subject matter or
otherwise disclose or permit to be disclosed any of the data or other information
obtained or furnished in compliance with the Contract, without first notifying the
Customer's Contract Manager and securing the Customer's prior written consent.
10.3.2 Use of Customer Statements.
The Contractor shall not use any statement attributable to the Customer or its
employees for the Contractor's promotions, press releases, publicity releases,
marketing, corporate communications, or other similar communications, without first
notifying the Customer's Contract Manager and securing the Customer's prior written
consent.
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SECTION 11. CONTRACT MONITORING.
11.1 Performance Standards.
The Contractor agrees to perform all tasks and provide deliverables as set forth in the
Contract. The Department and the Customer will be entitled at all times, upon request, to
be advised as to the status of work being done by the Contractor and of the details
thereof.
11.2 Performance Deficiencies and Financial Consequences of Non -Performance.
11.2.1 Proposal of Corrective Action Plan.
In addition to the processes set forth in the Contract (e.g., service level agreements), if
the Department or Customer determines that there is a performance deficiency that
requires correction by the Contractor, then the Department or Customer will notify the
Contractor. The correction must be made within a time -frame specified by the
Department or Customer. The Contractor must provide the Department or Customer with
a corrective action plan describing how the Contractor will address all performance
deficiencies identified by the Department or Customer.
11.2.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure.
If the corrective action plan is unacceptable to the Department or Customer, or
implementation of the plan fails to remedy the performance deficiencies, the Department
or Customer will retain ten percent (10%) of the total invoice amount. The retainage will
be withheld until the Contractor resolves the performance deficiencies. If the
performance deficiencies are resolved, the Contractor may invoice the Department or
Customer for the retained amount. If the Contractor fails to resolve the performance
deficiencies, the retained amount will be forfeited to compensate the Department or
Customer for the performance deficiencies.
11.3 Performance Delay.
11.3.1 Notification.
The Contractor will promptly notify the Department or Customer upon becoming aware
of any circumstances that may reasonably be expected to jeopardize the timely and
successful completion (or delivery) of any commodity or contractual service. The
Contractor will use commercially reasonable efforts to avoid or minimize any delays in
performance and will inform the Department or the Customer of the steps the Contractor
is taking or will take to do so, and the projected actual completion (or delivery) time. If
the Contractor believes a delay in performance by the Department or the Customer has
caused or will cause the Contractor to be unable to perform its obligations on time, the
Contractor will promptly so notify the Department and use commercially reasonable
efforts to perform its obligations on time notwithstanding the Department's delay.
11.3.2 Liquidated Damages.
The Contractor acknowledges that delayed performance will damage the
DepartmentCustomer, but by their nature such damages are difficult to ascertain.
Accordingly, the liquidated damages provisions stated in the Contract documents will
apply. Liquidated damages are not intended to be a penalty and are solely intended to
compensate for damages.
11.4 Force Majeure, Notice of Delay, and No Damages for Delay.
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The Contractor will not be responsible for delay resulting from its failure to perform if
neither the fault nor the negligence of the Contractor or its employees or agents
contributed to the delay, and the delay is due directly to fire, explosion, earthquake,
windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism,
civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly
beyond the Contractor's reasonable control, or for any of the foregoing that affect
subcontractors or suppliers if no alternate source of supply is available to the Contractor.
The foregoing does not excuse delay which could have been avoided if the Contractor
implemented any risk mitigation required by the Contract. In case of any delay the
Contractor believes is excusable, the Contractor will notify the Department in writing of
the delay or potential delay and describe the cause of the delay either (1) within ten (10)
calendar days after the cause that created or will create the delay first arose, if the
Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is
not reasonably foreseeable, within five (5) calendar days after the date the Contractor
first had reason to believe that a delay could result. The foregoing will constitute the
Contractor's sole remedy or excuse with respect to delay. Providing notice in strict
accordance with this paragraph is a condition precedent to such remedy. No claim for
damages will be asserted by the Contractor. The Contractor will not be entitled to an
increase in the Contract price or payment of any kind from the Department for direct,
indirect, consequential, impact or other costs, expenses or damages, including but not
limited to costs of acceleration or inefficiency, arising because of delay, disruption,
interference, or hindrance from any cause whatsoever. If performance is suspended or
delayed, in whole or in part, due to any of the causes described in this paragraph, after
the causes have ceased to exist the Contractor will perform at no increased cost, unless
the Department determines, in its sole discretion, that the delay will significantly impair
the value of the Contract to the State of Florida or to Customers, in which case the
Department may (1) accept allocated performance or deliveries from the Contractor,
provided that the Contractor grants preferential treatment to Customers and the
Department with respect to commodities or contractual services subjected to allocation,
or (2) purchase from other sources (without recourse to and by the Contractor for the
related costs and expenses) to replace all or part of the commodity or contractual
services that are the subject of the delay, which purchases may be deducted from the
Contract quantity, or (3) terminate the Contract in whole or in part.
SECTION 12. CONTRACT AUDITS.
12.1 Performance or Compliance Audits.
The Department may conduct or have conducted performance and/or compliance audits
of the Contractor and subcontractors as determined by the Department. The Department
may conduct an audit and review all the Contractor's and subcontractors' data and
records that directly relate to the Contract. To the extent necessary to verify the
Contractor's fees and claims for payment under the Contract, the Contractor's
agreements or contracts with subcontractors, partners, or agents of the Contractor,
pertaining to the Contract, may be inspected by the Department upon fifteen (15)
calendar days' notice, during normal working hours and in accordance with the
Contractor's facility access procedures where facility access is required. Release
statements from its subcontractors, partners, or agents are not required for the
Department or its designee to conduct compliance and performance audits on any of the
Contractor's contracts relating to this Contract. The Inspector General, in accordance
with section 5.6, the State of Florida's Chief Financial Officer, the Office of the Auditor
General also have authority to perform audits and inspections.
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12.2 Payment Audit.
Records of costs incurred under terms of the Contract will be maintained in accordance
with section 8.3 of these Special Contract Conditions. Records of costs incurred will
include the Contractor's general accounting records, together with supporting documents
and records of the Contractor and all subcontractors performing work, and all other
records of the Contractor and subcontractors considered necessary by the Department,
the State of Florida's Chief Financial Officer, or the Office of the Auditor General.
SECTION 13. BACKGROUND SCREENING AND SECURITY.
13.1 Background Check.
The Department or Customer may require the Contractor to conduct background checks
of its employees, agents, representatives, and subcontractors as directed by the
Department or Customer. The cost of the background checks will be borne by the
Contractor. The Department or Customer may require the Contractor to exclude the
Contractor's employees, agents, representatives, or subcontractors based on the
background check results. In addition, the Contractor must ensure that all persons have
a responsibility to self -report to the Contractor within three (3) calendar days any arrest
for any disqualifying offense. The Contractor must notify the Contract Manager within
twenty-four (24) hours of all details concerning any reported arrest. Upon the request of
the Department or Customer, the Contractor will re -screen any of its employees, agents,
representatives, and subcontractors during the term of the Contract.
13.2 E-Verify.
The Contractor must use the U.S. Department of Homeland Security's E-Verify system
to verify the employment eligibility of all new employees hired during the term of the
Contract for the services specified in the Contract. The Contractor must also include a
requirement in subcontracts that the subcontractor must utilize the E-Verify system to
verify the employment eligibility of all new employees hired by the subcontractor during
the Contract term. In order to implement this provision, the Contractor must provide a
copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within
five (5) calendar days of Contract execution. If the Contractor is not enrolled in DHS E-
Verify System, it will do so within five (5) calendar days of notice of Contract award and
provide the Contract Manager a copy of its MOU within five (5) calendar days of
Contract execution. The link to E-Verify is https://www.uscis.gov/e-verify. Upon each
Contractor or subcontractor new hire, the Contractor must provide a statement within
five (5) calendar days to the Contract Manager identifying the new hire with its E-Verify
case number.
13.3 Disqualifying Offenses.
If at any time it is determined that a person has been found guilty of a misdemeanor or
felony offense as a result of a trial or has entered a plea of guilty or nolo contendere,
regardless of whether adjudication was withheld, within the last six (6) years from the
date of the court's determination for the crimes listed below, or their equivalent in any
jurisdiction, the Contractor is required to immediately remove that person from any
position with access to State of Florida data or directly performing services under the
Contract. The disqualifying offenses are as follows:
(a) Computer related crimes;
(b) Information technology crimes;
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(c) Fraudulent practices;
(d) False pretenses;
(e) Frauds;
(f) Credit card crimes;
(g) Forgery;
(h) Counterfeiting;
(i) Violations involving checks or drafts;
Q) Misuse of medical or personnel records; and
(k) Felony theft.
13.4 Confidentiality.
The Contractor must maintain confidentiality of all confidential data, files, and records
related to the commodities or contractual services provided pursuant to the Contract and
must comply with all state and federal laws, including, but not limited to sections
381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures
must be consistent with the most recent version of the Department security policies,
protocols, and procedures. The Contractor must also comply with any applicable
professional standards with respect to confidentiality of information.
SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM.
The Contractor warrants that, to the best of its knowledge, there is no pending or
threatened action, proceeding, or investigation, or any other legal or financial condition,
that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its
Contract obligations. The Contractor warrants that neither it nor any affiliate is currently
on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List,
or on any similar list maintained by any other state or the federal government. The
Contractor shall immediately notify the Department in writing if its ability to perform is
compromised in any manner during the term of the Contract.
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Contract # 41156
Amendment # 1
STATE OF VERMONT
CONTRACT AMENDMENT
It is hereby agreed by and between the State of Vermont, Office of Purchasing and Contracting
(the "State") and United Rentals (North America), Inc., with a principal place of business in
Stamford CT, (the "Contractor") that the contract between them originally dated as of February
22, 2021, Contract # 41156, as amended to date, (the "Contract") is hereby amended as follows:
I. Attachment B-1, United Rentals Price Schedule is amended as follows:
Attachment 13-1 is hereby deleted in its entirety and replaced in the attachment to this
Amendment.
Taxes Due to the State. Contractor certifies under the pains and penalties of perjury that, as of the
date this contract amendment is signed, the Contractor is in good standing with respect to, or in
full compliance with a plan to pay, any and all taxes due the State of Vermont.
Child Support (Applicable to natural persons only, not applicable to corporations, partnerships or
LLCs). Contractor is under no obligation to pay child support or is in good standing with respect
to or in full compliance with a plan to pay any and all child support payable under a support order
as of the date of this amendment.
Certification Regarding Suspension or Debarment. Contractor certifies under the pains and
penalties of perjury that, as of the date this contract amendment is signed, neither Contractor nor
Contractor's principals (officers, directors, owners, or partners) are presently debarred,
suspended, proposed for debarment, declared ineligible or excluded from participation in federal
programs, or programs supported in whole or in part by federal funds.
Contractor further certifies under pains and penalties of perjury that, as of the date this contract
amendment is signed, Contractor is not presently debarred, suspended, nor named on the State's
debarment list at: http://bas.vermont.gov/purchasing-contracting/debarment
This document consists of 2 pages. Except as modified by this Amendment No 1 all provisions of
the Contract remain in full force and effect.
[Remainder of Page Intentionally Left Blank]
Revision Date: 06/17/2022
DocuSign Envelope ID: 8A01128E-52C1-428F-8B8B-D2C8F4A78CFD
Contract # 41156
Amendment # 1
The signatures of the undersigned indicate that each has read and agrees to be bound by this
Amendment to the Contract.
STATE OF VERMONT
DOCUSigned by:
By: NF:Au
Name: Jennifer M.V. Fitch
Title: BUS Commissioner
Date: 8/4/2022
UNITED RENTALS (NORTH AMERICA), INC.
By: 3
Name: Brad Laws
Title: Sr. Manager, Government Accounts
Date: 8-1-2022
Revision Date: 06/17/2022