HomeMy WebLinkAboutExhibit 1CHARLES H. BRONSON
COMMISSIONER
Submit Bids to:
Florida Department of Agriculture and Consumer Services
407 South Calhoun Street - Mayo Building, Room SB-8
Tallahassee, FL 32399-0800
Telephone: (850) 487-3727
Page 1 of 63 Pages
AGENCY MAILING DATE:
FEBRUARY 13, 2006
BIDS NO. RFP/DF-05106.95
WILL BE OPENED APRIL 14, 2006 @ 2:00 P.M.
and may not be withdrawn within 90 days after such date and time
NOTICE OF INTENDED AWARD POSTING WILL BE ON OR ABOUT MAY 15, 2006
BID TITLE:
2006 URBAN AND COMMUNITY FORESTRY GRANT PROGRAM
VENDOR NAME
VENDOR MAILING ADDRESS
AUTHORIZED SIGNATURE (MANUAL)
CITY - STATE - ZIP
TELEPHONE: (
AUTHORIZED SIGNATURE (TYPED) TITLE
I certify that this Proposal is made without prior understanding, agreement, or connection with any corporation firm, or person submitting a proposal for
the same materials, supplies or equipment, and is in all respects fair and without collusion or fraud. I agree to abide by all conditions of this Proposal and
certify that I am authorized to sign this Proposal for the Proposer and that the Proposer is in compliance with all requirements of the Request for Proposal
including but not limited to, certification requirements. In submitting a Proposal to an agency for the State of Florida, the Proposer offers and agrees that
if the Proposal is accepted, the Proposer will convey, sell, assign or transfer to the State of Florida all rights, title and interest in and to all causes of action
it may now or hereafter acquire under the Anti-trust laws of the United States and the State of Florida for price fixing relating to the particular commodities
or services purchased or acquired by the State of Florida. At the State's discretion, such assignment shall be made and become effective at the time the
purchasing agency tenders final payment to the Proposer.
GENERAL INSTRUCTIONS TO RESPONDENTS
1. Definitions. The definitions found in s. 60A-1.001, F.A.C. shall
apply to this agreement. The following additional terms are also
defined:
(a) "Buyer" means the entity that has released the solicitation.
(b) "Procurement Officer" means the Buyer's contracting personnel,
as identified in the Introductory Materials.
(c) "Respondent" means the entity that submits materials to the
Buyer in accordance with these Instructions.
(d) "Response" means the material submitted by the respondent in
answering the solicitation.
(e) "Timeline" means the list of critical dales and actions included in
the Introductory Materials.
2. General Instructions. Potential respondents to the solicitation are
encouraged to carefully review all the materials contained herein and
prepare responses accordingly.
'3. Electronic Submission of Responses. Respondents are required
to submit responses electronically. For this purpose, all references
herein to signatures, signing requirements, or other required
acknowledgments hereby include electronic signature by means of
clicking the "Submit Response" button (or other similar symbol or
process) attached to or logically associated with the response created
by the respondent within MyFloridaMarketPlace. The respondent
agrees that the action of electronically submitting its response
constitutes:
an electronic signature on the response, generally.
an electronic signature on any form or section specifically calling
for a signature, and
an affirmative agreement to any statement contained in the
solicitation that requires a definite confirmation or
acknowledgement.
4. Terms and Conditions. All responses are subject to the terms of the
following sections of this solicitation, which, in case of conflict, shall
have the order of precedence listed:
•• Technical Specifications,
Special Conditions,
Instructions to Respondents (PUR 1001),
General Conditions (PUR 1000), and
Introductory Materials.
The Buyer objects to and shall not consider any additional terms or
conditions submitted by a respondent, including any appearing in
documents attached as part of a respondent's response. In
submitting its response, a respondent agrees that any additional terms
or conditions, whether submitted intentionally or inadvertently, shall
have no force or effect. failure to comply with terms and conditions,
including those specifying information that must be submitted with a
response, shall be grounds for rejecting a response.
"5. Questions. Respondents shall address ali questions regarding this
solicitation to the Procurement Officer. Questions must be submitted
via the Q&A Board within MyFloridaMarketPlace and must be
RECEIVED NO LATER THAN the time and date reflected on the
Timeline. Questions shall be answered in accordance with the
Timeline. All questions submitted shall be published and answered
in a manner that all respondents will be able to view. Respondents
shall not contact any other employee of the Buyer or the State for
information with respect to this solicitation. Each respondent is
responsible for monitoring the MyFloridaMarketPlace site for new or
changing information. The Buyer shall not be hound by any verbal
information or by any written information that is not contained within
the solicitation documents or formally noticed and issued by the
Buyer's contracting personnel. Questions to the Procurement Officer
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or to any Buyer personnel shall not constitute formal protest of the
specifications or of the solicitation, a process addressed in paragraph
19 of these Instructions.
6. Conflict of interest. This solicitation is subject to chapter 112 of the
Florida Statutes. Respondents shall disclose with their response the
name of any officer, director, employee or other agent who is also an
employee of the State. Respondents shalt also disclose the name of
any Stale employee who owns, directly or indirectly, an interest of five
percent (5%) or more in the respondent or its affiliates.
7. Convicted Vendors. A person or affiliate placed on the convicted
vendor list following a conviction for a public entity crime is prohibited
from doing any of the following for a period of 36 months from the date
of being placed on the convicted vendor list:
•e submitting a bid on a contract to provide any goods or services
to a public entity;
submitting a bid on a contract with a public entity for the
construction or repair of a public building or public work;
submitting bids on leases of real properly to a public entity;
being awarded or performing work as a contractor, supplier,
subcontractor, or consultant under a contract with any public
entity; and
transacting business with any public entity in excess of the
Category Two threshold amount ($25,000) provided in section
287.017 of the Florida Statutes.
8. Discriminatory Vendors. An entity or affiliate placed on the
discriminatory vendor list pursuant to section 287.134 of the Florida
Statutes may not:
submit a bid on a contract to provide any goods or services to a
public entity;
submit a bid on a contract with a public entity for the construction
or repair of a public building or public work;
submit bids on leases of real properly to a public entity;
be awarded or perform work as a contractor, supplier, sub-
contractor, or consultant under a contract with any public entity;
or
transact business with any public entity.
9. Respondent's Representation and Authorization. In submitting a
response, each respondent understands, represents. and
acknowledges the following (if the respondent cannot so certify to any
of following, the respondent shall submit with its response a written
explanation of why it cannot do so).
•, The respondent is not currently under suspension or debarment
by the State or any other governmental authority.
To the best of the knowledge of the person signing the response,
the respondent. its affiliates, subsidiaries, directors, officers, and
employees are not currently under investigation by any
governmental authority and have not in the last ten (10) years
been convicted or found liable for any act prohibited by law in
any jurisdiction, involving conspiracy or collusion with respect io
bidding on any public contract.
To the best of the knowledge of the person signing the response.
the respondent has no delinquent obligations to the State,
including a claim by the State for liquidated damages under any
other contract.
The submission is made in good faith and not pursuant to any
agreement or discussion with. or inducement from, any firm or
person to submit a complementary or other noncompetitive
response.
The prices and amounts have been arrived at independently and
without consultation, communication, or agreement with any
other respondent or potential respondent; neither the prices nor
amounts, actual or approximate, have been disclosed to any
respondent or potential respondent. and they will not be
disclosed before the solicitation opening.
The respondent has fully informed the Buyer in writing of all
convictions of the firm, its affiliates (as defined in section
287.133(1)(a) of the Florida Statutes), and ail directors, officers,
and employees of the firm and its affiliates for violation of state
or federal antitrust laws with respect to a public contract for
violation of any state or federal law involving fraud, bribery,
collusion, conspiracy or material misrepresentation with respect
to a public contract. This includes disclosure of the names of
current employees who were convicted of contract crimes while
in the employ of another company.
Neither the respondent nor any person associated with it in the
capacity of owner, partner, director, officer, principal, investigator.
project director, manager, auditor, or position involving the
administration of federal funds:
c Has within the preceding three years been convicted of or
had a civil judgment rendered against them or is presently
indicted for or otherwise criminally or civilly charged for:
commission of fraud or a criminal offense in connection with
obtaining, attempting to obtain, or performing a federal,
state, or local government transaction or public contract;
viotation of federal or state antitrust statutes; or commission
of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or
receiving stolen property; or
c Has within a three-year period preceding this certification
had one or more federal, state, or local government
contracts terminated for cause or default.
The product offered by the respondent will conform to the
specifications without exception. •
The respondent has read and understands the Contact terms
and conditions, and the submission is made in conformance with
those terms and conditions.
If an award is made to the respondent, the respondent agrees.
that it intends to be legally bound to the Contract that is formed
with the State.
The respondent has made a diligent inquiry of its employees and
agents responsible for preparing, approving, or submitting the
response, and has been advised by each of them that he or she
has not participated in any communication, consultation,
discussion, agreement, collusion, act or other conduct
Inconsistent with any of the statements and representations
made in the response.
The respondent shall indemnify, defend, and hold harmless the
Buyer and its employees against any cost, damage, or expense
which may be incurred or be caused by any error in the
respondent's preparation of its bid.
All information provided by, and representations made by, the
respondent are material and important and will be relied upon by
the Buyer in awarding the Contract. Any misstatement shall be
treated as fraudulent concealment from the Buyer of the true
facts relating to submission of the bid. A misrepresentation shall
be punishable under taw, including, but not limited to, Chapter
817 of the Florida Statutes.
10. Performance Qualifications. The Buyer reserves the right to
investigate or inspect a1 any time whether the product, qualifications.
or facilities offered by respondent meet the Contract requirements.
Respondent shall at all times during the Contract term remain
responsive and responsible. Respondent must be prepared, if
requested by the Buyer, to present evidence of experience, ability, and
financial standing, as well as a statement as to plant, machinery, and
capacity of the respondent for the production, distribution, and
servicing of the product bid. If the Buyer determines that the
conditions of the solicitation documents are not complied with, or that
the product proposed to be furnished does not meet the specified
requirements, or that the qualifications, financial standing, or facilities .
are not satisfactory, or that performance is untimely, the Buyer may
reject the response or terminate the Contract. Respondent may be
disqualified from receiving awards if respondent, or anyone in
respondent's employment, has previously failed to perform
satisfactorily in connection with public bidding or contracts. This
paragraph shall not mean or imply that it is obligatory upon the Buyer
to make an investigation either before or after award of the Contract,
but should the Buyer elect to do so, respondent is not relieved from
fulfilling all Contract requirements.
11. Public Opening. Responses shall be opened on the date and a1 the
location indicated on the Timeline. Respondents may, but are not
required to, attend. The Buyer may choose not to announce prices
or release other materials pursuant to s. 119.07(3)(m). Florida
Statutes. Any person requiring a special accommodation because of
a disability should contact the Procurement Officer at least five (5)
workdays prior to the solicitation opening. If you are hearing or
speech impaired, please contact the Buyer by using the Florida Relay
Service at (800) 955-8771 (TDD).
12. Electronic Posting of Notice of Intended Award. Based on the
evaluation, on the date indicated on the Timeline the Buyer shall
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electronically post a notice of intended award at
http:ufcn.state.fl.uslowa_vbs/owafvbs_www,mainmenu. It the notice
of award is delayed, in lieu of posting the notice of intended award the
Buyer shall post a notice of the delay end a revised date for posting
the notice of intended award. Any person who is adversely affected
by the decision shall file with the Buyer a notice of protest within 72
hours after the electronic posting. The Buyer shall not provide
tabulations or notices of award by telephone.
•#18.
13. Firm Response. The Buyer may make an award within sixty (60)
days after the date of the opening, during which period responses 19.
shall remain firm and shall not be withdrawn. 1f award is not made
within sixty (60) days, the response shall remain firm until either the
Buyer awards the Contract or the Buyer receives from the respondent
written notice that the response is withdrawn. Any response that
expresses a shorter duration may, in the Buyer's sole discretion, be
accepted or rejected.
14. Clarifications/Revisions. Before award, the Buyer reserves the right
to seek clarifications or request any information deemed necessary for
proper • evaluation of submissions from all respondents deemed
eligible for Contract award. Failure to provide requested information
may result in rejection of the response.
16. Minor Irregularities/Right to Reject. The Buyer reserves the right
to accept or reject any and all bids, or separable portions thereof, end
to waive any minor irregularity, technicality, or omission if the Buyer
determines that doing so will serve the State's best interests. The
Buyer may reject any response not submitted in the manner specified
by the solicitation documents.
16. Contract Formation. The Buyer shall issue a notice of award, if any,
to successful respondent(s), however, no contract shall be formed
between respondent and the Buyer until the Buyer signs the Contract.
The Buyer shall not be liable for any costs incurred by a respondent
in preparing or producing its response or for any work performed
before the Contract is effective.
17. Contract Overlap. Respondents shall identify any products covered
by this solicitation that they are currently authorized to furnish under
any state term contract. By entering into the Contract, a Contractor
authorizes the Buyer to eliminate duplication between agreements in
the manner the Buyer deems to be in its best interest.
Public Records. Florida law generously defines whatconstitutes a
public record; see, for example, section 119,07 of the Florida Statutes.
If a respondent believes that its response contains Information that
should not be a public record, the respondent shall clearly segregate
and mark that information (for example, placing the material in a
separate electronic file, and including the word "Confidential" in the
filename) and briefly describe in writing the grounds for claiming
exemption from the public records law, including the specific statutory
citation for such exemption.
Protests. Any protest concerning this solicitation shall be made in
accordance with sections 120.57(3) and 287.042(2) of the Florida
Statutes and chapter 28-110 of the Florida Administrative Code.
Questions to the Procurement Officer shall not constitute formal notice
of a protest. If is the Buyer's intent to ensure that specifications are
written to obtain the best value for the Slate and that specifications are
written to ensure competitiveness, fairness, necessity and
reasonableness In the solicitation process.
Section 120.57(3)(b), F.S, and Section28-110.003, Fla. Admin. Code
require that a notice of protest of the solicitation documents shall be
made within seventy-two hours after the posting of the solicitation.
Section 120.57(3)(a), F.S. requires the following statement to be
included In the solicitation: 'Failure to file a protest within the lime
prescribed in section 120.57(3), Florida Statutes, shall constitute a
waiver of proceedings under chapter 120, Florida Statutes."
Section 28-110.005, Fla. Admin. Code requires the following
statement to be included in the solicitation: "Failure to file a protest
within the time prescribed in Section 120.57(3), Florida Statutes, or
failure to post the bond or other security required by law within the
time allowed for filing a bond shall constitute a waiver of proceedings
under Chapter 120, Florida Statutes."
• DOES NOT APPLY TO THIS AGENCY. PLEASE REFER TO
SUBMISSION INSTRUCTIONS IN THE BID DOCUMENT.
DOES NOT APPLY TO THIS AGENCY. PLEASE REFER TO
SPECIAL CONDITIONS IN THE BID DOCUMENT.
GENERAL CONTRACT CONDITIONS
1. Definitions. The definitions contained in s. 60A-1.001, F.A.C. shall
apply to this agreement. The following additional terms are also
defined:
(a) "Contract" means the legally enforceable agreement that results
from a successful solicitation. The parties to the Contract will be
the Customer and Contractor.
(b) "Customer" means the State agency or other entity that will order
products directly from the Contractor under the Contract.
(c) "Product" means any deliverable under the Contract, which may
include commodities, services, technology or software.
(d) "Purchase order" means the form or formal a Customer uses to
make a purchase under the Contract (e.g., a formal written
purchase order, electronic purchase order, procurement card. or
other authorized means).
2. Purchase Orders. A Contractor shall not deliver or furnish products
until a Customer transmits a purchase order. All purchase orders
shall bear the Contract or solicitation number, shall be placed by the
Customer directly with the Contractor, and shall be deemed to
incorporate by reference the Contract and solicitation terms and
conditions. Any discrepancy between the Contract terms and the
terms slated on the Contractor's order form, confirmation, or
acknowledgement shall be resolved in favor of terms most favorable
to the Customer. A purchase order for services within the ambit of
section 287.058(1) of the Florida Statutes shall be deemed to
incorporate by reference the requirements of subparagraphs (a)
through (i) thereof. Customers shall designate a contract manager and
a contract administrator as required by subsections 287.057(15) and
(16) of the Florida Statutes.
(FUR 1001 - f0A-1.002(7i, F.A.C.)
3. Product Version. Purchase orders shall be deemed to reference a
manufacturer's most recently release model or version of the product
at the time of the order, unless the Customer specifically requests In
writing an earlier model or version and the contractor is willing to
provide such model or version.
4. Price Changes Applicable only to Term Contracts. If this is a term
contract for commodities or services, the following provisions apply.
(a) Quantity Discounts. Contractors are urged to offer additional
discounts for one time delivery of large single orders. Customers
should seek 10 negotiate additional price concessions on quantity
purchases of any products offered under the Contract. State
Customers shall document their files accordingly.
(b) Best Pricing Offer. During the Contract term, it the Customer
becomes aware of better pricing offered by the Contractor for
substantially the same or a smaller quantity of a product outside
the Contract, but upon the same or similar terms of the Contract,
then at the discretion of the Customer the price under the
Contract shall be immediately reduced to the lower price.
(c) Sales Promotions. In addition to decreasing prices for the
balance of the Contract term due to a change in market
conditions, a Contractor may conduct sales promotions involving
price reductions for a specified lesser period. A Contractor shall
submit to the Contract Specialist documentation identifying the
proposed (1) stalling and ending dales of the promotion. (2)
products involved, and (3) promotional prices compared to then -
authorized prices. Promotional prices shall be available to all
Customers. Upon approval, the Contractor shall provide
conspicuous notice of the promotion.
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(d) Trade -In. Customers may trade-in equipment when making
purchases from the Contract. A trade-in shall be negotiated
between the Customer and the Contractor. Customers are
obligated to actively seek current fair market value when trading
equipment, and to keep accurate records of the process. For
State agencies, it may be necessary to provide documentation
to the Department of Financial Services and to the agency
property custodian pursuant to Chapter 273, F.S.
Equitable Adjustment. The Customer may, in its sole discretion,
make an equitable adjustment in the Contract terms or pricing if
pricing or availability of supply is affected by extreme and
unforeseen volatility in the marketplace, that is, by circumstances
that satisfy all the following criteria: (1) the volatility is due to
causes wholly beyond the Contractor's control, (2) the volatility
affects the marketplace or industry, not just the particular
Contract source of supply, (3) the effect on pricing or availability
of supply is substantial, and (4) the volatility so affects the
Contractor that continued performance of the Contract would
result In a substantial loss.
6. Additional Quantities. For a period not exceeding ninety (90) days
from the date of solicitation award, the Customer reserves the right to
acquire additional quantities up to the amount shown on the
solicitation but not to exceed the threshold for Category Two at the
prices submitted in the response to the solicitation.
6. Packaging. Tangible product shall be securely and properly packed
for shipment, storage, and stocking in appropriate, clearly labeled,
shipping containers and according to accepted commercial practice,
without extra charge for packing materials, cases, or other types of
containers. All containers and packaging shall become and remain
Customer's property.
7. Manufacturer's Name and Approved Equivalents. Unless
otherwise specified, any manufacturers' names, trade names, brand
names, information or catalog numbers listed in a specification are
descriptive, not restrictive. With the Customer's prior approval, the
Contractor may provide any product that meets or exceeds the
applicable specifications. The Contractor shall demonstrate
comparability, including appropriate catalog materials, literature,
specificstions, test data, etc. The Customer shall determine in its sole
discretion whether a product is acceptable as an equivalent.
6. Inspection at Contractor's Site. The Customer reserves the right to
inspect, at any reasonable time with prior notice, the equipment or
product or plant or other facilities of a Contractor to assess conformity
with Contract requirements and to determine whether they are
adequate and suitable for proper and effective Contract performance.
9. Safety Standards. All manufactured items and fabricated assemblies
subject to operation under pressure, operation by connection to an
electric source, or operation involving connection to a manufactured,
natural, or LP gas source shall be constructed and approved in a
manner acceptable to the appropriate State inspector. Acceptability
customarily requires, at a minimum, identification marking of the
appropriate safety standard organization, where such approvals of
listings have been established for the type of device offered and
furnished, for example: the American Society of Mechanical
Engineers for pressure vessels: the Underwriters Laboratories and/or
National Electrical Manufacturers' Association for electrically operated
assemblies; and the American Gas Association for gas -operated
assemblies. In addition, all items furnished shall meet all applicable
requirements of the Occupational Safety and Health Act and state and
federal requirements relating to clean air and water pollution.
10. Americans with Disabilities Act. Contractors should identify any
products that may be used or adapted for use by visually, hearing, or
other physically impaired individuals.
11. Literature. Upon request, the Contractor shall furnish literature
reasonably related to the product offered, for example, user manuals,
price schedules, catalogs. descriptive brochures, etc.
12. Transportation and Delivery. Prices shall include all charges for
packing, handling, freight, distribution, and inside delivery.
Transportation of goods shall be FOB Destination to any point within
thirty (30) days after the Customer places an Order. A Contractor,
within five (5) days after receiving a purchase order, shall notify the
Customer of any potential delivery delays. Evidence of inability or
intentional delays shall be cause for Contract cancellation and
le)
Contractor suspension.
13. Installation. Where installation is required, Contractor shall be
responsible for placing and installing the. product in the required
locations at no additional charge, unless otherwise designated on the
purchase order. Contractor's authorized product and price list shall
clearly and separately identity any additional installation charges. All
materials used in the installation shall be of good quality and shall be
free of defects that would diminish the appearance of the product or
render it structurally or operationally unsound. Installation includes the
furnishing of any equipment, rigging, and materials required to Install
or replace the product in the proper location. Contractor shall protect
the site from damage and shall repair damages or injury caused
during installation by Contractor or Its employees or agents. If any
alteration, dismantling, excavation, etc., is required to achieve
installation. the Contractor shall promptly restore the structure or site
to its original condition. Contractor shall perform installation work so
as to cause the least inconvenience and interference with Customers
and with proper consideration of others on site. Upon completion of
the installation, the location and surrounding area of work shall be left
clean and in a neat and unobstructed condition, with everything in
satisfactory repair and order.
14. Risk of Loss. Matters of inspection and aoceptance are addressed
in s. 215,422, F.S. Until acceptance, risk of Toss or damage shall
remain with the Contractor. The Contractor shall be responsible for
filing, processing, and collecting all damage claims. To assist the
Contractor with damage claims, the Customer shall: record any
evidence of visible damage on all copies of the delivering carrier's Bill
of Lading; report damages to the carrier and the Contractor; and
provide the Contractor with a copy of the carrier's Bill of Lading and
damage inspection report. When a Customer rejects a product,
Contractor shall remove it from the premises within ten days after
notification or rejection. Upon rejection notification, the risk of loss of
rejected or non -conforming product shall remain with the Contractor.
Rejected product not removed by the Contractor within ten days shall
be deemed abandoned by the Contractor, and the Customer shall
have the right to dispose of it as its own property. Contractor shall
reimburse the Customer for costs and expenses incurred in storing or
effecting removal or disposition of rejected product.
16. Transaction Fee. The State of Florida has instituted
MyFloridaMarketPlace, a statewide eProcurement System ("System").
Pursuant to section 287.057(23), Florida Statutes (2002), all payments
shall be assessed a Transaction Fee of one percent (1.0%), which the
Contractor shall pay to the State, unless exempt pursuant to 60A-
1.032, F.A.C.
For payments within the State accounting system (FLAIR or its
successor), the Transaction Fee shall, when possible, be
automatically deducted from payments to the Contractor. If automatic
deduction is not possible, the Contractorshall pay the Transaction Fee
pursuant to Rule 60A-1.031(2), F.A.C. By submission of these reports
and corresponding payments. Contractor certifies their correctness.
All such reports and payments shall be subject to audit by the State or
its designee.
Contractor shall receive a credit for any Transaction fee paid by the
Contractor for the purchase of any item(s) if such item(s) are returned
to the Contractor through no fault, act, or omission of the Contractor.
Notwithstanding the foregoing. a Transaction Fee is non-refundable
when an item is rejected or returned, or declined, due to the
Contractor's failure to perform or comply with specifications or
requirements of the agreement.
Failure to comply with these requirements shall constitute grounds for
declaring the Contractor in default and recovering reprocurement
costs from the Contractor in addition to all outstanding fees.
CONTRACTORS DELINQUENT IN PAYING TRANSACTION fEES
SHALL BE EXCLUDED FROM CONDUCTING FUTURE BUSINESS
WITH THE STATE.
16. Invoicing and Payment. Invoices shall contain theContract number,
purchase order number, and the appropriate vendor identification
number. The State may require any other information from the
Contractor that the Stale deems necessary to verily any purchase
order placed under the Contract. At the State's option. Contractors
may be required to invoice electronically pursuant to guidelines of the
Department of Management Services. Current guidelines require that
Contractor supply electronic invoices in lieu of paper -based invoices
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for those transactions processed through the system. -Electronic
invoices shall be submitted to the Customer through the Ariba
Supplier Network (ASN) in one of the following mechanisms — EDI
810, cXML, or web -based invoice entry within the ASN.
Payment shall be made in accordance with sections 215.422 and
287.0585 of the Florida Statutes, which govern time limits for payment
of invoices. Invoices that must be returned to a Contractor due to
preparation errors will result in a delay in payment, Contractors may
call (850) 413.7260 Monday through Friday to inquire about the status
of payments by State Agencies. The Customer is responsible for all
payments under the Contract. A Customer's failure to pay, or delay
in payment, shall not constitute a breach of the Contract and shall not
relieve the Contractor of its obligations to the Department or to other
Customers.
17. Taxes. The State does not pay Federal excise or sales taxes on direct
purchases of tangible personal property. The State will not pay for
any personal property taxes levied on the Contractor or for any taxes
levied on employees' wages. Any exceptions to this paragraph shall
be explicitly noted by the Customer on a purchase order or other
special contract condition.
18. Governmental Restrictions. If the Contractor believes that any
governmental restrictions have been imposed that require alteration
of the material, quality, workmanship or performance of the products
offered under the Contract, the Contractor shall immediately notify the
Customer in writing, indicating the specific restriction. The Customer
reserves the right and the complete discretion to accept any such
alteration or to cancel the Contract at no further expense to the
Customer.
19. Lobbying and Integrity. Customers shall ensure compliance with
Section 11.062, FS and Section 216.347, FS.The Contractor shall
not. in connection with this or any other agreement with the State,
directly or indirectly (1) offer, confer, or agree to confer any pecuniary
benefit on anyone as consideration for any State officer or employee's
decision, opinion, recommendation, vole, other exercise of discretion,
or violation o1 a known legal duty, or (2) offer, give, or agree to give to
anyone any gratuity for the benefit of, or at the direction or request of.
any State officer or employee. For purposes of clause (2), "gratuity'
means any payment of more than nominal monetary value in the form
of cash, travel, entertainment, gifts, meals, lodging, loans,
subscriptions, advances, deposits of money, services, employment,
or contracts of any kind. Upon request of the Customer's Inspector
General, or other authorized State official, the Contractor shall provide
any type of information the Inspector General deems relevant to the
Contractor's integrity or responsibility. Such information may include,
but shall 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 shall retain such records for the
longer of (1) three years after the expiration of the Contract or (2) the
period required by the General Records Schedules maintained by the
Florida Department of State (available at:
http:lldlis.dos.state.fl.uslbarmlgenscheduleslgensched.htm). The
Contractor agrees to reimburse the State for the reasonable costs of
investigation incurred by the Inspector General or other authorized
State official for investigations of the Contractor's compliance with the
terms of this or any other agreement between the Contractor and the
State which results in the suspension or debarment of the Contractor.
Such costs shall include, but shall not be limited to: salaries of
investigators, including overtime; travel end lodging expenses; and
expert witness and documentary fees. The Contractor shall not be
responsible for any costs of investigations that do not result in the
Contractor's suspension or debarment.
20. Indemnification. The Contractor shall be fully liable for the actions
of its agents, employees, partners, or subcontractors and shall fully
indemnify, defend, and hold harmless the State and Customers, and
their officers, agents, and employees, from suits, actions, damages,
and costs of every name and description, including attorneys' fees.
arising from or relating to personal injury and damage to real or
personal tangible properly alleged to be caused in whole or in part by
Contractor, its agents, employees, partners, or subcontractors,
provided, however, that the Contractor shall not indemnify for that
portion of any loss or damages proximately caused by the negligent
act or omission of the State or a Customer.
Further, the Contractor shall fully indemnify, defend, and hold
harmless the Slate and Customers from any suits, actions, damages,
and costs of every name and description, including attorneys' fees,
arising from or relating to violation or infringement of a trademark,
copyright, patent, trade secret or intellectual property right, provided,
however, that the foregoing obligation shall not apply to a Customer's
misuse or modification of Contractor's products or a Customer's
operation or use of Contractor's products in a manner not
contemplated by the Contract or the purchase order. If any product is
the subject of an infringement suit, or in the Contractor's opinion is
likely to become the subject of such a suit, the Contractor may at Its
sole expense procure for the Customer the right t000ntinue using the
product or to modify it to become non -infringing. If the Contractor is
not reasonably able to modify or otherwise secure the Customer the
right to continue using the product, the Contractor shall remove the
product and refund the Customer the amounts paid in excess of a
reasonable rental for pas! use. The customer shall not be liable for
any royalties.
The Contractor's obligations under the preceding two paragraphs with
respect to any legal action are contingent upon the State or Customer
giving 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. The Contractor shall not be
liable for any cost, expense, or compromise incurred or made by the
Stale or Customer in any legal action without the :Contractors prior
written consent, which shall not be unreasonably withheld,
21. Limitation of Liability. For all claims against the Contractor under
any individual purchase order, and regardless of the basis on which
the claim is made, the Contractor's liability under a purchase order for
direct damages shell be limited to the greater of $100,000, the dollar
amount of the purchase order, or two times the charges rendered by
the Contractor under the purchase order, This limitation shall not
apply to claims arising under the Indemnity paragraph contain in this
agreement.
Unless otherwise specifically enumerated in the Contract or in the
purchase order, no party shall be liable to another for special, indirect,
punitive, or consequential damages, Including lost data or records
(unless the purchase order requires the Contractor to back-up data or
records), even if the party has been advised that such damages are
possible. No party shall be liable for lost profits, lost revenue, or lost
institutional operating savings. The State and -Customer may, in
addition 10 other remedies avallabie to them at law or equity end 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 Slate.
22, Suspension of Work. The Customer may In its sole discretion
suspend any or all activities under the Contract, a1 any time, when In
the best interests of the State to do so. The Customer shall provide
the Contractor written notice outlining the particulars of suspension.
Examples of the reason for suspension include, but are not limited to,
budgetary constraints, declaration of emergency, or other such
circumstances. After receiving a suspension notice, the Contractor
shall comply with the notice and shall not accept any purchase orders.
Within ninety days, or any longer period agreed to by the Contractor,
the Customer shall either (1) issue a notice authorizing resumption of
work, al which time activity shall resume, or (2) terminate the Contract.
Suspension of work shall not entitle the Contractor to any additional
compensation.
23. Termination for Convenience. The Customer, by written notice to
the Contractor, may terminate the Contract in whole or in part when
the Customer determines in its sole discretion that It is in the State's
interest to do so. The Contractor shall not furnish any product after it
receives the notice of termination, except as necessary to complete
the continued portion of the Contract, if any. The Contractor shall not
be entitled to recover any cancellation charges or lost profits.
24. Termination for Cause. The Customer may terminate the Contract
if the Contractor fails to (1)4deliver the product within the time specified
in the Contract or any extension, (2) maintain adequate progress. thus
endangering performance of the Contract. (3) honor any term of the
Contract, or (4) abide by any statutory, regulatory, or licensing
requirement. Rule 60A-1.006(3), F.A.C., governs the procedure and
consequences of default. The Contractor shall continue work on any
5
work not terminated. Except for defaults of subcontractors et any tier,
the Contractor shall not be liable for any excess costs if the failure to
perform the Contract arises from events completely beyond the
control, and without the fault or negligence, of the Contractor. If the
failure to perform is caused by the default of a subcontractor at any
tier, and if the cause of the default is completely beyond the control of
both the Contractor and the subcontractor, and without the fault or
negligence of either, the Contractor shall not be liable for any excess
costs for failure to perform, unless the subcontracted products were
obtainable from other sources in sufficient time for the Contractor to
meet the required delivery schedule. If, after termination, it is
determined that the Contractor was not in default, or that the default
was excusable, the rights and obligations of the parties shall be the
same as if the termination had been issued for the convenience of the
Customer. The rights and remedies of the Customer in this clause are
in addition to any other rights and remedies provided by law or under
the Contract.
26. Force Majeure, Notice of Delay, and No Damages for Delay. The
Contractor shall 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 acts of God, wars, acts of public enemies, strikes. fires,
floods, or other similar cause wholly beyond the Contractor's control,
or for any of the foregoing that affect subcontractors or suppliers if no
alternate source of supply is available to the Contractor. In case of
any delay the Contractor believes is excusable, the Contractor shall
notify the Customer in writing of the delay or potential delay and
describe the cause of the delay either (1) within ten (10) days after the
cause that creates or will create the delay first arose, if the Contractor
could reasonably foresee that a delay could occur as a result, or (2)
if delay is not reasonably foreseeable, within five (5) days after the
date the Contractor first had reason to believe that a delay could
result. THE FOREGOING SHALL 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, other
than for an extension of time, shall be asserted against the Customer.
The Contractor shall not be entitled to an increase in the Contract
price or payment of any kind from the Customer 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 shall perform at no
increased cost, unless the Customer determines. in its sole discretion,
that the delay will significantly impair the value of the Contract to the
State or to Customers, in which case the Customer may (1) accept
allocated performance or deliveries from the Contractor, provided that
the Contractor grants preferential treatment to Customers with respect
to products subjected 10 allocation, or (2) purchase fromother sources
(without recourse to and by the Contractor for the related costs and
expenses) to replace ail or part of the products 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 pan.
26. Scope Changes. The Customer may unilaterally require. by written
order, changes altering, adding to, or deducting from the Contract
specifications, provided that such changes are within the general
scope of the Contract. The Customer may make an equitable
adjustment in the Contract price or delivery date if the change affects
the cost or time of performance. Such equitable adjustments require
the written consent of the Contractor, which shall not be unreasonably
withheld. If unusual quantity requirements arise, the Customer may
solicit separate bids to satisfy them.
27. Renewal. Upon mutual agreement, the Customer and the Contractor
may renew the Contract, in whole or in part. for a period that may not
exceed 3 years or the term of the contract, whichever period is longer.
Any renewal shall specify the renewal price, as set forth in the
solicitation response. The renewal must be in writing and signed by
both parties, and is contingent upon satisfactory performance
evaluations and subject to availability of funds.
28. Advertising. Subject to Chapter 119, Florida Statutes, the Contractor
shall not publicly disseminate any information concerning the Contract
without prior written approval from the Customer, including, but not
limited to mentioning the Contract in a press release or other
promotional material, identifying the Customer or the State as a
reference, or otherwise linking the Contractor's name and either a
description of the Contract or the name of the State or the Customer
in any material published, either in print or electronically, to any entity
that is not a party to Contract, except potential or actual authorized
distributors, dealers, resellers, or service representative.
29. Assignment. The Contractor shall not sell, assign or transfer any of
its rights, duties or obligations under the Contract, or under any
purchase order issued pursuant to the Contract, without the prior
written consent of the Customer; provided, the Contractor assigns 10
the State any and all claims it has with respect to the Contract under
the antitrust laws of the United States and the State. In the event of
any assignment, the Contractor remains secondarily liable for
performance of the contract, unless the Customer expressly waives
such secondary liability. The Customer may assign the Contract with
prior written notice 10 Contractor of its intent to do so.
30. Dispute Resolution. Any dispute concerning performance of the
Contract shall be decided by the Customer's designated contract
manager. who shell reduce the decision to writing and serve a copy on
the Contractor. The decision shall be final and conclusive unless
within ten (10) days from the date of receipt, the Contractor files with
the Customer a petition for administrative hearing. The Customer's
decision on the petition shall be final, subject to the Contractor's right
to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion
of administrative remedies is an absolute condition precedent to the
Contractor's ability to pursue any other form of dispute resolution;
provided, however, that the parties may employ the alternative dispute
resolution procedures outlined in Chapter 120.
Without limiting the foregoing, the exclusive venue of any legal or
equitable action that arises out of or relates to the Contract shall, be
the appropriate state court in Leon County, Florida; in any such action,
Florida law shall apply. The parties waive any right to jury trial.
31. Employees, Subcontractors, and Agents. All Contractor
employees, subcontractors, or agents performing work under the
Contract shall be properly trained technicians who meet or exceed any
specified training qualifications. Upon request, Contractor shall
furnish a Copy of technical certification or other proof of qualification.
All employees, subcontractors, or agents performing work under the
Contract must comply with all security and administrative requirements
of the Customer. The State may conduct, and the Contractor shall
cooperate in, a security background check or otherwise assess any
employee, subcontractor, or agent furnished by the Contractor. The
State may refuse access to, or require replacement of, any personnel
for cause, including, but not limited to, technical or training
qualifications, quality of work, change in security status, or non-
compliance with a Customer's security or other requirements. Such
approval shall not relieve the Contractor of its obligation to perform all
work in compliance with the Contract. The State may reject and bar
from any facility for cause any of the Contractor's employees,
subcontractors, or agents.
32. Security and Confidentiality. The Contractor shall comply fully with
all security procedures of the State and Customer in performance of
the Contract. The Contractor shall not divulge to third parties any
confidential information obtained by the Contractor or its agents.
distributors, resellers, subcontractors, officers or employees in the
course of performing Contract work, including, but not limited to,
security procedures, business operations information, or commercial
proprietary information in the possession of the State or Customer.
The Contractor shall not be required to keep confidential information
or material that is publicly available through no fault of the Contractor,
material that the Contractor developed independently without relying
on the State's or Customer's confidential information, or material that
is otherwise obtainable under State law as a public record. To insure
confidentiality, the Contractor shall take appropriate steps as to its
personnel. agents, and subcontractors. The warranties of this
paragraph shall survive the Contract.
33, Contractor Employees, Subcontractors, and Other Agents. The
Customer and the Slate shall take all actions necessary to ensure that
Contractor's employees, subcontractors and other agents are not
employees of the State of Florida. Such actions include, but are not
limited to, ensuring that Contractor's employees. subcontractors. and
other agents receive benefits and necessary insurance (health,
workers' compensations, and unemployment) from an employer other
BID NUMBER: RFPIDF-05106-96
than the State of Florida.
34. Insurance Requirements. During the Contract term, the Contractor
at its sole expense shall provide commercial insurance of such a type
and with such terms and limits as may be reasonably associated with
the Contract. Providing and maintaining adequate insurance
coverage is a material obligation of the Contractor. Upon request, the
Contractor shall provide certificate of insurance. The limits of coverage
under each policy maintained by the Contractor shall not be
interpreted as limiting the Contractor's liability and obligations under
the Contract. All insurance policies shall be through insurers
authorized or eligible to write policies in Florida.
36. Warranty of Authority. Each person signing the Contract warrants
that he or she is duly authorized to do so and to bind the respective
party to the Contract.
36. Warranty of 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 convicted vendor list
maintained pursuant to section 287.133 of the Florida Statutes, or on
any similar list maintained by any other state or the federal
•government. The Contractor shall immediately notify the Customer in
writing if its ability to perform is compromised in any manner during the
term of the Contract.
37. Notices. All notices required under the Contract shall be delivered by
certified mall, return receipt requested, by reputable air courier
service, or by personal delivery to the agency designee identified in
the original solicitation, or as otherwise identified by the Customer.
Notices to the Contractor shall be delivered to the person who signs
the Contract. Either designated recipient may notify the other, in
writing, if someone else is designated to receive notice.
38. Leases and Installment Purchases. Prior approval of the Chief
Financial Officer (as defined in Section 17.001, F.S.) is required for
State agencies to enter into or to extend any lease or installment -
purchase agreement in excess of the Category Two amount
established by section 287.017 of the Florida Statutes.
39. Prison Rehabilitative Industries and Diversified Enterprises, Inc.
(PRIDE). Section 946.516(2). F.S. requires the following statement to
be included in the solicitation: "It is expressly understood and agreed
that any articles which are the subject of, or required to carry out, the
Contract shall be purchased from the corporation identified under
Chapter 946 of the Florida Statutes (PRIDE) in the same manner and
under the same procedures set forth In section 946.516(2) and (4) of
the Florida Statutes; and for purposes of the Contract the person, firm.
or other business entity carrying out the provisions of the Contract
shall be deemed to be substituted for the agency insofar as dealings
with such corporation are concerned." Additional information about
PRIDE and the products it offers is available at http:Nwww.pridefi.com.
40. Products Available from the Blind or Other Handicapped. Section
413.036(3), F.S. requires the following statement to be included in the
solicitation: "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
OPENING DATE: APRIL 14, 2006 @ 2:00 P.M.
Handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in
the same manner and under the same procedures set forth in section
413.036(1) and (2), Florida Statutes; and for purposes of this contract the
person, firm, or other 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 the designated nonprofit agency and the products it offers
is available at http://wywv.respeCtofficirida.org.
41. Modification of Terms. The Contract contains all the terms and
conditions agreed upon by the parties, which terms and conditions
shall govern all transactions between the Customer and the
Contractor. The Contract may only be modified or amended upon
mutual written agreement of the .Customer and the Contractor. No
oral agreements or representations shall be valid or binding upon the •
Customer or the Contractor. No alteration or modification of the
Contract terms, including substitution of product, shall be valid or
binding against the Customer. The Contractor may not unilaterally
modify the terms of the Contract by affixing additional terms to product
upon delivery (e.g., attachment or inclusion of standard preprinted
forms, product literature, "shank wrap" terms accompanying or affixed
to a product, whether written or electronic) or by incorporating such
terms onto the Contractor's order or fiscal forms or other documents
forwarded by the Contractor for payment, The Customer's acceptance
of product or processing of documentation on forms furnished by the
Contractor for approval or payment shall not constitute acceptance of
the proposed modification to terms and conditions.
42. Cooperative Purchasing. Pursuant to their own governing laws, and
subject to the agreement of the Contractor, other entities may be
permitted to make purchases at the terms and conditions contained
herein. Non -Customer purchases ere independent of the agreement
between Customer and Contractor, and Customer shall not be a party
to any transaction between the Contractor and any other purchaser,
State agencies wishing to make purchases from this agreement are
required to follow the provisions of s. 287.042(16)(a), F.S. This statute
requires the Department of Management Services to determine that
the requester's use of the contract is cost-effective and in the best
interest of the State.
43. Waiver. The delay or failure by the Customer to exercise or enforce
any of its rights under this Contract shall not constitute or be deemed
a waiver of the Customer's right thereafter toenforce those rights, nor
shall any single or partial exercise of any such right preclude any other
or further exercise thereof or the exercise of any other right.
. 44. Annual Appropriations. The State's performance and obligation to
pay under this contract are contingent upon an annual appropriation
by the Legislature.
45. Execution in Counterparts. The Contract may be executed In
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
46. Severabitlty. If a court deems any provision of the Contract void or
unenforceable, that provision shall be enforced only to the extent that
it is not in violation of law or is not otherwise unenforceable and all
other provisions shall remain in full force and effect.
47. Special Conditions. Pursuant to 60A-1.002(7), F.A.C., a Customer
may attach additional contractual and technical terms and conditions.
These "special conditions" shall take precedence over this form PUR
1000 unless the conflicting term in this form is statutorily required, in
which case the term contained in the form shall take precedence.
'THIS CONDITION DOES NOT APPLY TO THIS AGENCY.
(PUR 1000 -50A-1.002(7), F.A.C.)
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