HomeMy WebLinkAboutITNINVITATION TO NEGOTIATE (ITN)
FOR
ONLINE LEGAL DATABASE
SERVICES
ITN No. 03-991-150-B
ITN Issue Date: July 14, 2008
Responses Due: August 5, 2008, at 2:00 P.M.
Refer ALL Inquires to:
Ommet Mbiza
Lead Purchasing Analyst
Division of State Purchasing
Department of Management Services
4050 Esplanade Way, Suite 360
Tallahassee, FL 32399
Email: Ommet.Mbiza u(�dms.myflorida.com
Telephone: 850-488-7804
Fax: 850-414-6122
Table of Contents:
PART ONE: SPECIAL INSTRUCTIONS TO RESPONDANTS 1
1.1 PURPOSE 1
1.2 CONTACT PERSON 1
1.3 CALENDAR OF EVENTS 1
1.4 EVALUATION CRITERIA AND SELECTION PROCESS 1
1.5 BASIS FOR AWARD 3
PART TWO: PUR 1001- GENERAL INSTRUCTIONS TO RESPONDENTS 4
2.1. DEFINITIONS: 4
2.2. GENERAL INSTRUCTIONS• 4
2.3. ELECTRONIC SUBMISSION OF RESPONSES: 4
2.4. TERMS AND CONDITIONS: 4
2.5. QUESTIONS• 4
2.6. CONFLICT OF INTEREST• 5
2.7. CONVICTED VENDORS: 5
2.8. DISCRIMINATORY VENDORS• 5
2.9. RESPONDENT'S REPRESENTATION AND AUTHORIZATION: 5
2.10. PERFORMANCE QUALIFICATIONS: 6
2.11. PUBLIC OPENING: 6
2.12. ELECTRONIC POSTING OF INTENT TO AWARD: 6
2.13. FIRM RESPONSE: 7
2.14. CLARIFICATION/REVISIONS: 7
2.15. MINOR IRREGULARITIES/RIGHT TO REJECT: 7
2.16. CONTRACT FORMATION• 7
2.17. CONTRACT OVERLAP: 7
2.18. PUBLIC RECORDS: 7
2.19. PROTESTS: 7
PART THREE: STATEMENT OF WORK 8
3.1 SCOPE OF WORK 8
3.2 DESCRIPTION OF PLANS 8
3.2 CONTRACT USE 8
3.3 TERM AND RENEWAL 8
3.4 TRAINING 8
PART FOUR: SPECIAL CONTRACT CONDITIONS 9
4.1 DEFINITIONS • 9
4.2 REPORTING REQUIREMENTS- 10
4.3 PRICE ADJUSTMENTS 10
PART FIVE: PUR 1000 - GENERAL CONTRACT CONDITIONS 11
5.1 DEFINITIONS: 11
5.1 PURCHASE ORDERS: 11
5.3 PRODUCT VERSION: 11
5.4 PRICE CHANGES APPLICABLE ONLY TO TERM CONTRACTS: 11
5.5 ADDITIONAL QUANITITIES: 12
5.6 PACKAGING: 12
5.7 MANUFACTURER'S NAME AND APPROVED EQUIVALENTS: 12
5.8 INSPECTION AT A CONTRACTOR'S SITE: 12
5.9 SAFETY STANDARDS: 12
5.10 AMERICANS WITH DISABILITIES: 12
5.11 LITERATURE: 12
5.12 TRANSPORTATION AND DELIVERY: 12
5.13 INSTALLATION • 12
5.14 RISK OF LOSS: 13
5.15 TRANSACTION FEE: 13
5.16 INVOICES AND PAYMENT• 13
5.17 TAXES• 14
5.18 GOVERNMENTAL RESTRICTIONS• 14
5.19 LOBBYING AND INTEGRITY• 14
5.20 INDEMNIFICATION • 14
5.21 LIMITATION OF LIABILITY: 15
5.22 SUSPENSION OF WORK• 15
5.23 TERMINATION FOR CONVENIENCE• 15
5.24 TERMINATION FOR CAUSE• 15
5.25 FORCE MAJEURE, NOTICE OF DELAY, AND NO DAMAGES FOR DELAY: 16
5.26 SCOPE CHANGES• 16
5.27 RENEWAL: 16
5.28 ADVERTISING• 17
5.29 ASSIGNMENT: 17
5.30 TERMINATION FOR CONVENIENCE• 17
5.31 EMPLOYEES, SUBCONTRACTORS, AND AGENTS• 17
5.32 SECURITY AND CONFIDENTIALITY: 17
5.33 CONTRACTOR EMPLOYEES, SUBCONTRACTORS, AND OTHER AGENTS: 18
5.34 INSURANCE REQUIREMENTS: 18
5.35 WARRANTY OF AUTHORITY• 18
5.36 WARRANTY OF ABILITY TO PERFORM• 18
5.37 NOTICES• 18
5.38 LEASE AND INSTALLMENT PURCHASES• 18
5.39 PRISON REHABILITATIVE INDUSTRIES AND DIVERSIFIED ENTERPRISES, INC (PRIDE): 18
5.40 PRODUCTS AVAILABLE FROM THE BLIND OR OTHER HANDICAPPED• 18
5.41 MODIFICATION OF TERMS• 19
5.42 COOPERATIVE PURCHASING: 19
5.43 WAIVER• 19
5.44 ANNUAL APPROPRIATIONS: 19
5.45 EXECUTION IN COUNTERPARTS: 19
5.46 SEVERABILITY: 19
PART SIX: FORMS 10
6.1 ORDERING INSTRUCTIONS 20
6.2 SAVINGS/PRICE REDUCTIONS 21
6.3 CERTIFICATION OF DRUG -FREE WORKPLACE PROGRAM 22
6.4 CONTRACT 23
PART ONE: SPECIAL INSTRUCTIONS TO RESPONDANTS
1.1 PURPOSE
1.1.1 The State of Florida ("State"), Department of Management Services ("Department"), is issuing this Invitation to
Negotiate ("ITN") to obtain Offers from online legal database service providers.
1.1.2 The State's objective is to contract for online legal research resources from Contractors that have the resources,
expertise and experience in providing such commodities and services in accordance with the provisions
contained in section 287, Part 1, of the Florida Statutes.
1.1.3 The goal of this ITN is to award a 3 year State Term Contract to the successful Respondent(s).
1.2 CONTACT PERSON
1.2.1 All questions and requests for clarification must be directed in writing to:
Ommet Mbiza, Purchasing Analyst
State Purchasing
Department of Management Services
4050 Esplanade Way, Suite 360
Tallahassee, FL 32399-0950
(850) 414-6122 (facsimile)
Omniet.lvibizaMdms.mvflorida.cor
1.2.2 Questions must be submitted via the Q&A Board within the Sourcing Tool in MyFloridaMarketPlace and shall
be received no later than the time and date reflected on the calendar of events.
1.2.3 All questions submitted through the Q&A Board 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 Department or the
State for information with respect to this solicitation.
1.2.4 The Department shall not be bound by any verbal information or by any written information that is not
contained within the solicitation documents or formally noticed and issued by the contact person.
1.3 CALENDAR OF EVENTS
1.3.1 The response deadline(s) shall be as reflected in this Section. The MyFloridaMarketPlace Sourcing Tool's time
remaining clock is not the official submission date and time deadline, it is intended only to approximate the
solicitation closing and may require periodic adjustments.
DO NOT RELY ON THE MYFLORIDAMARKETPLACE SOURCING TOOL'S TIME REMAINING
CLOCK. THE OFFICIAL SOLICITATION CLOSING TIME SHALL BE AS REFLECTED IN
SECTION 1.3.2 BELOW.
1.3.2 The following Calendar of Events provides the anticipated timeline that applies to this solicitation:
July 14, 2008: Launch ITB; Begin preview period
July 21, 2008: Written questions due from bidders no later than 2:00 p.m. E.S.T.
July 25, 2008: Written answers posted.
August 5, 2008: Bids due by 2:00 P.M. and opened. Notice will be given of evaluation and
negotiation times and the ranking of evaluated Respondents, per Chapter 287 F.S..
August 15, 2008: Anticipated Electronic Posting of Intent to Award
1.4 EVALUATION CRITERIA AND SELECTION PROCESS
1.4.1 The Department shall evaluate eligible responsive offers. Responses that do not meet all requirements of the
solicitation or fail to provide all required information, documents, or materials may be rejected as non-
responsive. Respondents whose responses, past performance, or current status do not reflect the capability,
integrity, or reliability to fully and in good faith perform the requirements of a Contract may be rejected as non -
responsible. The Department reserves the right to determine which Responses meet the requirements of this
solicitation, and which Respondents are responsive and responsible.
1.4.2 Scoring - A 1 through 5 scoring method shall be applied in evaluating each of the following sections: Financial,
Technical and Price as described below. A score of 1 is the least favorable and a score of 5 is the most
favorable in all sections.
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1.4.3 Technical Section - The Respondent's response to each question contained in the "MyFloridaMarketPlace
Sourcing tool" will be scored by all evaluators. Each Respondent's Technical Score is determined by calcluting
the percentage sum of all evaluators raw scores and multiplying it by 5.. If the final Technical Score for a
particular Respondent is less than 3.00, the Offer for that particular Respondent will not be further scored for
?rice and Financial and is NOT eligible for award.
1.4.4 Financial Section - The Department will assign evaluation points on the prospective respondent's Supplier
Evaluation Risk (SER) rating from Dun and Bradstreet.
a The Department requires submission of the prospective contractor's Supplier Qualifier Report (SQR)
prepared by Dun & Bradstreet (D&B), issued (printed date) no more than thirty (30) days from the ITN's
due date.
b The Supplier Qualifier Report is a standard report detailing financial and operational capability. Each
Respondent shall request the SQR report from the D&B website. See a sample SQ report here:
htjps:1%wwwAnt) .comfproductisgrprint.htrn.
c The cost of the preparation of the D&B report shall be the responsibility of the prospective
Respondent.
d The SQR report shall be a part of the Respondents Response. It is the duty of the Respondent to ensure the
timely submission of a D&B report that accurately reflects the proposing entity. If the Department cannot
determine on the face of the documents that the SQR report is that of the proposing entity, then the
Department will award zero points. Respondents are advised to allow sufficient time before the Response
due date for the D&B processing
e The Department will use the following rating scale when evaluating the financial viability of the
prospective Contractor:
Dun and Bradstreet Score Offer Score
1 = 5
2-3 = 4
4-5 = 3
7-6
8-9
2
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f The Financial Score is weighted and combined with Technical scores and Price Submissions as described
below in Section 1.5., Basis of Award.
1.4.5 Price Submissions - A 1 through 5 scoring method is applied to the Price Submissions by placing all Offer
price entries for each Plan into a range from highest to lowest price and dividing the range into 20% increments
to be scored as indicated on the table below. The scores for each line item will be averaged for the entire Project
Area or Proiect Areas to determine the total Price Score:
. Offer Score
Lowest 20% increment of Prices
5
Next 20% increment of Prices
4
Next 20% increment of Prices
3
Next 20% increment of Prices
2
Highest 20% increment of Prices
1
2
1.5 BASIS FOR AWARD
1.5.1 The Department intends to make awards to the most responsive and responsible Proposer(s). To be eligible for
an award, a Proposer must answer ALL questions in the MyFloridaMarketPlace Sourcing tool, provide all other
requested documents / responses from Section 6 within the Sourcing tool by deadline stated in Calendar of
Events, receive a minimum score of 3.0 as defined below.
1.5.2 The Department intends to make awards to responsive and responsible Respondents who achieve a qualifying
score at or above a 3.00 aggregate score combining Financial, Technical and Price Submissions (aggregate
score is extended to two (2) decimal places) weighted at 25% for Financial, 25% for Technical, and 50% for
Price.
1.5.3 There are five (5) plans listed (see Price Sheet) in this solicitation. Each plan is to be priced on a Per User Per
Month (PUPM) basis. Respondents are not required to bid on all plans.
1.5.4 Sample Calculation:
Financial Score: Score of 3.0 times 0.25 weight = 0.75
Technical Score: Score of 3.8 times 0.25 weight = 0.95
Price Score: Score of 3.0 times 0.50 weight = 1.50
Aggregate Score = 3.20
Since the Sample Calculation is greater than or equal to 3.00, would qualify for award contingent upon
successful negotiations.
1.5.5 The Department reserves the right to reject any and all Offers, if the Department determines such action is in the
best interest of the State or the Department: The Department reserves the right to reject pricing that is greater
than pricing offered to other potential Customers (e.g., city, county, university, or federal contracts).
1.5.6 The Department reserves the right to accept or reject any and all Offers, or separable portions, and to waive any
minor irregularity, technicality, or omission if the Department determines that doing so will serve the State's
best interest.
1.5.7 The Department may select the response(s) which demonstrates the best value overall, including proposed
alternatives that will achieve the procurement goals of the department. The Department and selected
Respondent, or contractor, may negotiate a change in any element of contract performance or cost identified in
the original ITN or the selected Respondent's or contractor's response which results in lower costs or a more
cost effective or better value than was presented in the selected bidder's or contractor's original response.
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PART TWO: PUR 1001 — GENERAL INSTRUCTIONS TO RESPONDENTS
2.1. DEFINITIONS:
The definitions found in s. 60A-1.001, F.A.C. shall apply to this agreement. The following additional terms are
also defined:
2.1.1. "Buyer" means the entity that has released the solicitation.
2.1.2. "Procurement Officer" is explained by the Buyer's Contracting personnel, as identified in the Introductory
Materials.
2.1.3. "Respondent" means the entity that submits materials to the Buyer in accordance with these Instructions.
2.1.4. "Response" means the material submitted by the respondent in answering the solicitation.
2.1.5. "Timeline" means the list of critical dates and actions included in the Introductory Materials.
2.2. GENERAL INSTRUCTIONS:
2.2.1. Potential respondents to the solicitation are encouraged to carefully review all the materials contained herein
and prepare responses accordingly.
2.3. ELECTRONIC SUBMISSION OF RESPONSES:
2.3.1. 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.
2.3.2. The respondent agrees that the action of electronically submitting its response constitutes:
a) an electronic signature on the response, generally,
b) an electronic signature on any form or section specifically calling for a signature, and
c) an affirmative agreement to any statement contained in the solicitation that requires a definite confirmation or
acknowledgement.
2.4. TERMS AND CONDITIONS:
2.4.1. 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:
a) Technical Specifications (Section 4)
b) Special Conditions, (Section 5)
c) Instructions to Respondents (PUR 1001),
d) General Conditions (PUR 1000), and
e) Introductory Materials.
2.4.2. 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.
2.4.3. 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.
2.5. OUESTIONS:
2.5.1. Respondents shall address all questions regarding this solicitation to the Buyer. 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.
2.5.2. 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.
2.5.3. The Buyer shall not be bound 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 Buyer personnel shall not constitute formal protest of the specifications or of the solicitation, a
process addressed in Section 2.19 of these Instructions.
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2.6. CONFLICT OF INTEREST:
2.6.1. 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.
2.6.2. Respondents shall also disclose the name of any State employee who owns, directly or indirectly, an interest of
five percent (5%) or more in the respondent or its affiliates.
2.7. CONVICTED VENDORS:
2.7.1. 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:
a) submitting a bid on a contract to provide any goods or services to a public entity;
b) submitting a bid on a contract with a public entity for the construction or repair of a public building or public
work;
c) submitting bids on leases of real property to a public entity;
d) being awarded or performing work as a contractor, supplier, subcontractor, or consultant under a contract with
any public entity; and
e) 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.
2.8. DISCRIMINATORY VENDORS:
2.8.1. An entity or affiliate placed on the discriminatory vendor list pursuant to section 287.134 of the Florida Statutes
may not:
a) submit a bid on a contract to provide any goods or services to a public entity;
b) submit a bid on a contract with a public entity for the construction or repair of a public building or public work;
c) submit bids on leases of real property to a public entity;
d) be awarded or perform work as a contractor, supplier, sub -contractor, or consultant under a contract with any
public entity; or
e) transact business with any public entity.
2.9. RESPONDENT'S REPRESENTATION AND AUTHORIZATION:
2.9.1. 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).
a) The respondent is not currently under suspension or debarment by the State or any other governmental
authority.
b) 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 to bidding on any public contract.
c) 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.
d) 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.
e) 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.
f) 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 all directors, officers, and employees of the firm and its
affiliates for violation of state or federal antitrust laws with respect to a public contract for violation of any state
or federal law involving fraud, bribery, collusion, conspiracy or material misrepresentation with respect to a
public contract. This includes disclosure of the names of current employees who were convicted of contract
crimes while in the employ of another company.
g) 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:
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i; Has within the preceding three years been convicted of or had a civil judgment rendered against them or is
presently indicted for or otherwise criminally or civilly charged for: commission of fraud or a criminal
offense in connection with obtaining, attempting to obtain, or performing a federal, state, or local
government transaction or public contract; violation of federal or state antitrust statutes; or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or
receiving stolen property; or
ii) Has within a three-year period preceding this certification had one or more federal, state, or local
government contracts terminated for cause or default.
h) The product offered by the respondent will conform to the specifications without exception.
i) The respondent has read and understands the Contract terms and conditions, and the submission is made in
conformance with those terms and conditions.
j) 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.
k) 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.
1) 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.
m) 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 law, including, but not limited to, Chapter 817 of the Florida Statutes.
2.10. PERFORMANCE QUALIFICATIONS:
2.10.1. The Buyer reserves the right to investigate or inspect at 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.
2.10.2. 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.
2.10.3. 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.
2.11. PUBLIC OPENING:
2.11.1. Responses shall be opened on the date and at 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(6)(m), Florida Statutes.
2.11.2. 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).
2.12. ELECTRONIC POSTING OF INTENT TO AWARD:
2.12.1. Based on the evaluation, on the date indicated on the Timeline the Buyer shall electronically post a notice of
intended award at http:;! cn.state.fl.uslowa vhs/owaivbs www.main menu. If the notice of award is delayed, in
lieu of posting the notice of intended award the Buyer shall post a notice of the delay and 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.
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2.13. FIRM RESPONSE:
2.13.1. The Buyer may make an award within sixty (60) days after the date of the opening, during which period
responses shall remain firm and shall not be withdrawn. If 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.
2.13.2. Any response that expresses a shorter duration may, in the Buyer's sole discretion, be accepted or rejected.
2.14. CLARIFICATION/REVISIONS:
2.14.1. 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 rnay result in rejection of the response.
2.15. MINOR IRREGULARITIES/RIGHT TO REJECT:
2.15.1. The Buyer reserves the right to accept or reject any and all bids, or separable portions thereof, and 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
2.16. CONTRACT FORMATION:
2.16.1. 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.
2.17. CONTRACT OVERLAP:
2.17.1. 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.
2.18. PUBLIC RECORDS:
2.18.1. Article 1, section 24, Florida Constitution, guarantees every person access to all public records, and Section
119.011, Florida Statutes, provides a broad definition of public record. As such, all responses to a competitive
solicitation are public records unless exempt by law. Any respondent claiming that its response contains
information that is exempt from the public records law shall clearly segregate and mark that information and
provide the specific statutory citation for such exemption. •
2.19. PROTESTS:
2.19.1. 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. It is the Buyer's intent to ensure that specifications are
written to obtain the best value for the State and those specifications are written to ensure competitiveness,
fairness, necessity and reasonableness in the solicitation process.
2.19.2. Section 120.57(3)(b), F.S. and Section 28-110.003, Fla. Admin. Code requires that a notice of protest of the
solicitation documents shall be made within seventy-two hours after the posting of the solicitation.
2.19.3. Section 120.57(3)(a), F.S. 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, shall constitute a waiver of proceedings
under Chapter 120, Florida Statutes."
2.19.4. 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."
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PART THREE: STATEMENT OF WORK
3.1 SCOPE OF WORK
3.1.1 The State of Florida's objective is to contract for Computer Assisted Legal Research Resources from a
Contractor that possesses the resources, expertise and experience in providing such commodities and services in
accordance with the provisions contained in section 287, Part 1, of the Florida Statutes.
3.1.2 The following documents are incorporated by reference as if fully set forth herein. Each document shall be
deemed an appendix to any contract resulting from the solicitation.
a Price Sheets
b ITN No. 03-991-150-B
c The Contractor's response to ITN No. 03-991-150-b (hereinafter, the "Offer").
3.1.3 Any amendments or other modifications to this Contract made after the Effective Date shall prevail over the
original terms of the Contract in the event of conflict.
3.2 DESCRIPTION OF PLANS
3.2.1 Plan 1: Florida Plan - Including Florida jurisprudence, including Civil Procedure & Evidence, Estates &
Probate, Family Law, Real Estate, Torts/Personal Injury and Worker's Compensation. (Respondents are to list
all the services they would like to offer on the contract and the prices)
3.2.2 Plan 2: National Plan Includes all states and all federal cases, codes and regulations
a) Offline and Online Printing and Downloading
b) Florida Annotated Statutes
c) Automated Faxing and E-mailing
d) Full jurisdiction citation service for all cases, statutes and court rules)
e) Search using the natural language features and/or Boolean syntax (terms and connectors)
f) Navigational Tools (electronic table of contents, case summaries, etc) and electronic clipping service
g) Onsite, online and/or telephonic training
h) Document retrieval features
i) Technical Support and 24/7 Customer Support
j) Law Reviews
3.1.1 Plan 3: News and business information. - access to non -legal databases, which include newspapers, newswires,
magazines, journals, newsletters, abstracts, research reports, public filings, and indexes from prominent
business intelligence services such as Dow Jones Interactive.
3.1.2 Plan 4: Public records. Access to well -organized public records, courthouse documents, and private -vendor
resources.
3.1.3 Plan 5: Unlimited government service - three month fixed-rate trial program for new subscribers
3.1.4 Plan 6: Other services, including background checks, etc (Respondents are to list all the services they would
like to offer on the contract and the prices)
3.2 CONTRACT USE
3.2.1 Use of this State Term Contract is optional. Agencies are strongly encouraged to optimize the benefits and cost-
effectiveness of this contract by comparing commercial rates or other cooperative purchasing instruments
available.
3.3 TERM AND RENEWAL
3.3.1 The resulting Contract may be renewed, on the same pricing, terms and conditions, for a period that may not
exceed 3 years or the term of the original contract, whichever period is longer, in accordance with section
287.058(1)(f) of the Florida Statutes.
3.3.2 The Department shall provide written notice to the Contractor regarding the intent to renew the Contract before
the expiration of the Contract. In making said decision, the Department may rely on several factors including,
but may not be limited to, satisfactory performance evaluation of Contractor and legislative appropriation.
3.4 TRAINING
3.4.1 The monthly subscription and usage charges payable to Contractor shall be determined pursuant to Price Sheet.
The contractor shall provide initial training.
3.4.2 The Contractor shall provide on -site and telephone training for all customers at no charge.
8
PART FOUR: SPECIAL CONTRACT CONDITIONS
4.1 DEFINITIONS:
4.1.1 In case of conflict with Section 5.0 General Conditions, the definitions in this section will take precedence. The
Department rules and definitions contained in Chapter 60A-1, F.A.C. shall apply to this Contract. The
following additional terms are also defined:
a) Contract. The executed document between the Contractor and the Depait,iient, that constitutes the binding
agreement between the Parties. The Contract includes any and all Attachments, Addendums, and Amendments,
as well as the ITN and the Contractor's Offer.
b) Contract Administrator. The State Purchasing employee who is primarily responsible for administration of
the Contract. The Contract Administrator is identified in the Instructions to Respondents, and the Department
shall conspicuously post contact information on its Internet web page associated with the Contract. The
Department may appoint a different Contract Administrator, which shall not constitute an amendment to the
Contract, by updating the posted contact information and sending notice to Contractor. Any communication to
the Depai Intent by Contractors, by State Customer contract managers or contract administrators, or by other
Customer purchasing officials, shall be addressed to the Contract Administrator.
c) Contractor. A successful Respondent, which, along with the Department, will enter into the Contract. The
Department anticipates making a multiple award, but for sake of convenience the solicitation documents use the
singular form of this term.
d) Customer. The State agencies and other eligible users that will order products directly from the Contractor
under the Contract. By ordering products under the Contract, the Customer agrees to its terms. Customers are
not, however, parties to the Contract.
e) Day. A calendar day.
f) Department. The Florida Department of Management Services. The Department will be a party to the
Contract. "State Purchasing," a division within the Department's Support Program, is responsible for
administration of this solicitation and will be responsible for day-to-day administration of the Contract. State
Purchasing may be reached at 4050 Esplanade Way, Suite 360, Tallahassee, FL 32399-0950, (850) 488-8440, or
via links posted at http://dms.:nyflorida.com/business_operations/state_purchasing.
g) ITN. This Invitation to Negotiate No. 03-991-150-B, Online Legal Database Services, issued by the
Department on April 25,2003.
h) Respondent. Any firm or person who submits an Offer to the Department in response to this ITN.
i) Primary Material. A collection of statutes, cases or administrative regulations
j) Offer. All information and materials submitted by a Respondent in response to this ITN.
k) Product. Any deliverable under the Contract, which may include commodities, services, technology or
software.
I) Public Entity Crimes. As defined in paragraph 287.133(1)(g), Florida Statutes, "public entity crime' means a
violation of any state or federal law by a person with respect to and directly related to the transaction of
business with any public entity or with an agency or political subdivision of any other state or with the United
States, including, but not limited to, any bid or Contract for goods or services to be provided to any public entity
or an agency or political subdivision of any other or of the United States and involving antitrust, fraud, theft,
bribery, collusion, racketeering, conspiracy, or material misrepresentation.
m) Purchase order. The form or format 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).
n) Respondent. Any firm or person who submits an Offer to the Department in response to this ITN.
o) Secondary Material. Any material that analyzes, indexes, describes, or explains statutes, cases, or
administrative regulations.
p) State. The State of Florida and its agencies.
q) Subcontractor. Any person other than an employee of the Respondent who performs any of the services listed
in this ITN for compensation.
r) Vendor. Any firm or person who submits an Offer to the Depai tment in response to this ITN.
s) Valid Offer. A responsive offer in full compliance with the invitation to negotiate specifications and conditions
by a responsible person or firm. The responsiveness of an Offer shall be determined based on the documents
submitted with the Offer. The responsiveness of the Offer and the qualifications or responsibility of the
respondent will be determined as of the time the Offer is publicly opened.
9
i Responsive Respondent means a person or firm which has submitted an Offer which conforms in all
material respects to the invitation to negotiate.
ii Responsible or qualified Respondent means a person or firm with the capability in all respects to perform
fully the Contract requirements and the integrity and reliability to assure good faith performance. Failure to
provide information to determine responsibility in response to a condition of an Offer requiring information
may be cause for such Offer to be rejected.
4.2 REPORTING REQUIREMENTS:
4.2.1 Contractor shall remit a monthly report to the Contract Administrator for services performed under this contract.
The monthly reports shall be submitted no later than the 15th Calendar day of the following month, and ,contain
the following information:
a Date of each Agency transaction;
b Customer name (department, agency, etc.);
c Customer address, telephone number, and email address;
d Customer contact person (department, agency, etc.);
e Invoice number issued by the Contractor's firm;
f Corresponding customer purchase order number;
g Type of Service or Product; and,
h Amount of the invoice.
4.2.2 The end of the report shall contain a cumulative summary section which recaps associated order and invoice
numbers/amounts by agency.
4.2.3 The monthly report shall be in an electronic file with tab delimited text accessible in Microsoft Excel or Access.
4.2.4 If the Contractor did not provide services under this Contract, then Contractor is not obligated to submit this
4.3 PRICE ADJUSTMENTS
4.3.1 Prices quoted shall be a firm fixed price for three (3) years.
4.3.2 After the initial term of the contract, prices may be increased or decreased at the time of the contract
anniversary in correlation with the Producer Price Index (PPI) series ID PCU5182104 (Data management and
storage, information transformation and other services), published by the Bureau of Labor Statistics, in the
Department of Labor, Washington, DC 20212. The rate adjustments will be based on the PPI (PCU
4921104921102; Base Date 0012). This report can be accessed at www.bls.gov. [EXAMPLE: In December
2008, Vendor X requests a 5% increase in contract prices, across the board. In the twelve months prior to
December 2008, the PPI has risen 4%. Vendor X will only be allowed a price increase of up to 4%, which
correlates with the increase in the PPI]
4.3.3 Vendor may request a service rate adjustment once per calendar year. The requested adjustment must not
exceed the percentage change of the PPI in the preceding twelve months prior to the adjustment. Vendor shall in
writing request and justify to the Contract Administrator at least ninety (90) days prior to the contract term date
for each fourth and fifth -optional annual contract extension.
4.3.4 Price adjustments shall be effective only upon approval by the Department, and shall not be applied
retroactively. Price decreases shall be effective immediately upon any public notification of the decrease.
4.3.5 The State of Florida reserves the right to request from the successful bidder(s) initial pricing schedules and
periodic updates available under their GSA or other federal pricing contracts. In the absence of proprietary
information being part of such contracts, compliance for submission of requested pricing information is
expected within 30 days of any request. If the contractor receives a GSA or Veteran's Administration Supply
contract at any time during this contract period, it must notify the State contract manager.
4.3.6 Pricing: Price Limitation: The bidder must agree that no other state or public entity customer within the United
States of similar size and with similar terms and conditions shall receive a lower price for the same commodity
and service during the contract period, unless this same lower price is immediately effective for the State. If the
State believes that it is not receiving this lower price as required by this language, the bidder must agree to
provide current or historical pricing offered or negotiated with other state or public entities at any time during
the contract period in the absence of proprietary information being part of such contracts.
10
' PART FIVE: PUR 1000 — GENERAL. CONTRACT CONDITIONS
5.1 DEFINITIONS:
The definitions contained in s. 60A-1.001, F.A.C. shall apply to this agreement. The following additional terms
are also defined:
5.1.1 "Contract" means the legally enforceable agreement that results from a successful solicitation. The parties to
the Contract will be the Customer and Contractor.
5.1.2 "Customer" means the State agency or other entity that will order products/services directly from the Contractor
under the Contract.
5.1.3 "Product" means any deliverable under the Contract, which may include commodities, services, technology or
software.
5.1.4 "Purchase order" means the form or format 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).
5.2 PURCHASE ORDERS:
5.2.1 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.
5.2.2 Any discrepancy between the Contract terms and the terms stated 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 (f) thereof.
5.2.3 Customers shall designate a Contract Manager and a Contract Administrator as required by subsections
287.057(15) and (16) of the Florida Statutes.
5.3 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.
5.4 PRICE CHANGES APPLICABLE ONLY TO TERM CONTRACTS:
if this is a term contract for commodities or services, the following provisions apply:
5.4.1 Quantity Discounts. Contractors are urged to offer additional discounts for one time delivery of large single
orders. Customers should seek to negotiate additional price concessions on quantity purchases of any products
offered under the Contract. State Customers shall document their files accordingly.
5.4.2 Best Pricing Offer. During the Contract term, if 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.
5.4.3 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) starting
and ending dates of the promotion, (2) products involved, and (3) promotional prices compared to then -
authorized prices. Promotional prices shall be available to all Customers. IJpon approval, the Contractor shall
provide conspicuous notice of the promotion.
5.4.4 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.
5.4.5 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:
a) the volatility is due to causes wholly beyond the Contractor's control,
b) the volatility affects the marketplace or industry, not just the particular Contract source of supply,
c) the effect on pricing of availability of supply is substantial, and
11
d) the volatility so affects the Contractor that continued performance of the Contract would result in a substantial
loss.
5.5 ADDITIONAL QUANITITIES:
5.5.1 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.
5.6 PACKAGING:
5.6.1 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.
5.7 MANUFACTURER'S NAME AND APPROVED EQUIVALENTS:
5.7.1 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, specifications, test data, etc. The
Customer shall determine in its sole discretion whether a product is acceptable as an equivalent.
5.8 INSPECTION AT A CONTRACTOR'S SITE:
5.8.1 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 Contactor to assess conformity with Contract requirements and to determine
whether they are adequate and suitable for proper and effective Contract performance.
5.9 SAFETY STANDARDS:
5.9.1 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 rninimum, 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.
5.10 AMERICANS WITH DISABILITIES:
5.10.1 Contractors should identify any products that may be used or adapted for use by visually, hearing, or other
physically impaired individuals.
5.11 LITERATURE:
5.11.1 Upon request, the Contractor shall furnish literature reasonably related to the product offered, for example, user
manuals, price schedules, catalogs, descriptive brochures, etc.
5.12 TRANSPORTATION AND DELIVERY:
5.12.1 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
Contractor suspension.
5.13 INSTALLATION:
5.13.1 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 identify any additional installation charges.
12
5.13.2 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.
5.13.3 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.
5.14 RISK OF LOSS:
5.14.1 Matters of inspection and acceptance are addressed in s. 215.422, F.S. Until acceptance, risk of loss 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.
5.14.2 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.
5.15 TRANSACTION FEE:
5.15.1 The State of Florida has instituted MyFloridaMarketPlace, a statewide e-Procurement 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.
5.15.2 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 Contractor shall 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.
5.15.3 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
5.15.4 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.
5.16 INVOICES AND PAYMENT:
5.16.1 Invoices shall contain the Contract number, purchase order number, and the appropriate vendor identification
number. The State may require any other information from the Contractor that the State deems necessary to
verify any purchase order placed under the Contract.
5.16.2 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 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.
5.16.3 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
13
result in a delay in payment. Contractors may call (850) 413-7269 Monday through Friday to inquire about the
status of payments by State Agencies. The Customer is responsible for al] 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.
5.17 TAXES:
5.17.1 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.
5.17.2 Any exceptions to this paragraph shall be explicitly noted by the Customer on a purchase order or other special
contract condition.
5.18 GOVERNMENTAL RESTRICTIONS:
5.18.1 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.
5.18.2 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.
5.19 LOBBYING AND INTEGRITY:
5.19.1 Customers shall ensure compliance with Section 11.062, F.S. and Section 216.347, F.S. 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, vote, other exercise of discretion, or violation of 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.
5.19.2 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.
5.19.3 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:-ldlis.dosstate.fl.us.•'harm!eenschedules/gensched.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 and lodging expenses;
and expert witness and documentary fees.
5.19.4 The Contractor shall not be responsible for any costs of investigations that do not result in the Contractor's
suspension or debarment.
5.20 INDEMNIFICATION:
5.20.1 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 property 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.
5.20.2 Further, the Contractor shall fully indemnify, defend, and hold harmless the State 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,
14
however, that the foregoing obligation shall not apply to a Customer's misuse Of 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 to continue using the product or to modify it to become non -infringing.
5.20.3 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 past use. The customer shall not be liable for any royalties.
5.20.4 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 State or Customer in any legal action without the Contractor's prior
written consent, which shall not be unreasonably withheld.
5.21 LIMITATION OF LIABILITY:
5.21.1 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 shall 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.
5.21.2 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
5.21.3 The State and 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.
5.22 SUSPENSION OF WORK:
5.22.1 The Customer may in its sole discretion suspend any or all activities under the Contract, at 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.
5.22.2 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, at which time activity shall resume, or (2) terminate the
Contract. Suspension of work shall not entitle the Contractor to any additional compensation.
5.23 TERMINATION FOR CONVENIENCE:
5.23.1 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.
5.23.2 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.
5.24 TERMINATION FOR CAUSE:
5.24.1 The Customer may terminate the Contract if the Contractor fails to (1) deliver 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.
15
5.24.2 The Contractor shall continue work on any work not terminated. Except for defaults of subcontractors at 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.
5.24.3 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.
5.25 FORCE MAJEURE, NOTICE OF DELAY, AND NO DAMAGES FOR DELAY:
5.25.1 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.
5.25.2 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.
5.25.3 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.
5.25.4 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 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 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 part.
5.26 SCOPE CHANGES:
5.26.1 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.
5.26.2 . 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.
5.27 RENEWAL:
5.27.1 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 teen of the contract, whichever period is longer. Any renewal shall
specify the renewal price, as set forth in the solicitation response.
5.27.2 The renewal must be in writing and signed by both parties, and is contingent upon satisfactory performance
evaluations and subject to availability of funds.
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5.28 ADVERTISING:
5.28.1 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.
5.29 ASSIGNMENT:
5.29.1 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 to the State any and all claims it has with respect to the Contract under the
antitrust laws of the United States and the State.
5.29.2 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 to Contractor of its intent to do so.
5.30 TERMINATION FOR CONVENIENCE:
5.30.1 Any dispute concerning performance of the Contract shall be decided by the Customer's designated contract
manager, who shall 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.
5.30.2 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.
5.30.3 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 and the parties waive any right to jury trial.
5.31 EMPLOYEES, SUBCONTRACTORS, AND AGENTS:
5.31.1 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.
5.31.2 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.
5.32 SECURITY AND CONFIDENTIALITY:
5.32.1 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.
5.32.2 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 ensure confidentiality, the Contractor shall take appropriate steps as to its personnel, agents,
and subcontractors. The warranties of this paragraph shall survive the Contract.
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5.33 CONTRACTOR EMPLOYEES, SUBCONTRACTORS, AND OTHER AGENTS:
5.33.1 The Customer and the State 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 than the State of
Florida.
5.34 INSURANCE REOUIREMENTS:
5.34.1 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.
5.34.2 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 ensures
authorized or eligible to write policies in Florida.
5.35 WARRANTY OF AUTHORITY:
5.35.1 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.
5.36 WARRANTY OF ABILITY TO PERFORM:
5.36.1 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.
5.36.2 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.
5.37 NOTICES:
5.37.1 All notices required under the Contract shall be delivered by certified mail, 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.
5.38 LEASE AND INSTALLMENT PURCHASES:
5.38.1 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.
5.39 PRISON REHABILITATIVE INDUSTRIES AND DIVERSIFIED ENTERPRISES, INC (PRIDE):
5.39.1 Section 946.515(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 sama procedures set forth in section 946.515(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://www.pridefl.com.
5.40 PRODUCTS AVAILABLE FROM THE BLIND OR OTHER HANDICAPPED:
5.40.1 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 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
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such qualified nonprofit agency are concerned." Additional information about the designated nonprofit agency
and the products it offers is available at http://www.resRectofflorida.oro.
5.41 MODIFICATION OF TERMS:
5.41.1 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.
5.41.2 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, "shrink 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.
5.42 COOPERATIVE PURCHASING:
5.42.1 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 are
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.
5.42.2 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
requestor's use of the contract is cost-effective and in the best interest of the State.
5.43 WAIVER:
5.43.1 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 to enforce 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.
5.44 ANNUAL APPROPRIATIONS:
5.44.1 The State's performance and obligation to pay under this contract are contingent upon an annual appropriation
by the Legislature.
5.45 EXECUTION IN COUNTERPARTS:
5.45.1 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.
5.46 SEVERABILITY:
5.46.1 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.
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PART SIX: FORMS
6.1 ORDERING INSTRUCTIONS
BIDDER:
SPURS VENDOR NUMBER:
ITB/Contract Administration
Please identify the person who will be responsible for administering the Contract or, your behalf if award is made, and
include an emergency contact phone number:
Name:
Title:
Street Address:
E-mail Address:
Phone Number(s):
Fax Number:
If the person responsible for answering questions about the bid is different from the person identified above, please
provide the same information for that person.
Name:
Title:
Street Address:
E-mail Address:
Phone Nurnber(s):
Fax Number:
Direct Orders
Please provide the following information about where Customers should direct orders. You must provide a regular
mailing address. If equipped to receive purchase orders electronically, you may also provide an Internet address.
Street Address or P.O. Box:
City, State, Zip:
Phone Number:
Toll Free Number:
Ordering Fax Number:
Internet Address:
Federal ID Number:
Remit Address:
City, State, Zip:
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6.2 SAVINGS/PRICE REDUCTIONS
Invitation to Bid/Invitation to Negotiate/Invitation to Negotiate No.
Bidder/Respondent is required to furnish the percent (%) savings in prices offered in this bid compared to retail, list,
published or other usual and customary prices that would be paid by the purchaser without benefit of a contract resulting
from this bid.
Date:
COMPETITIVE PRICES OFFERED AVERAGE % SAVINGS
HOW CAN WE VERIFY THE CLAIMED SAVINGS (example: retail or other usual and customary prices published at
(URL), or other source of benchmark prices)?
AUTHORIZED SIGNATURE:
TELEPHONE NUMBER:
BIDDER/RESPONDENT NAME:
IF CONTRACT AWARDED, STATE PURCHASING ANALYST/SPECIALIST TOOK THE FOLLOWING STEPS
TO VERIFY SAVINGS:
WHAT WERE THE RESULTS?
PURCHASING ANALYST/SPECIALIST:
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6.3 CERTIFICATION OF DRUG -FREE WORKPLACE PROGRAM
Section 287.087 of the Florida Statutes provides that, where identical tie bids are received, preference shall be given to a
bid received from a bidder that certifies it has implemented a drug -free workforce program. Please sign below and return
this form to certify that your business has a drug -free workplace program.
1) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or
use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against
employees for violations of such prohibition.
2) Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a
drug -free workplace, any available drug counseling, rehabilitation and employee assistance programs and the
penalties that may be imposed upon employees for drug abuse violations.
3) Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of
the statement specified in subsection (1).
4) In the statement specified in subsection (1), notify the employees, as a condition of working on the commodities
or contractual services that are under bid, the employee will abide by the terms of the statement and will notify
the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of
any controlled substance law of the United States or any State, for a violation occurring in the workplace no
later than five (5) days after such conviction.
5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation
program if such is available in the employee's community by any employee who is so convicted.
6) Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section.
As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. False
statements are punishable at law.
BIDDER'S NAME:
By:
Authorized Signature Print Name and Title
PUR-7009 (04/02)
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6.4 CONTRACT
This Contract, effective the last day signed below, is by and between the State of Florida, Department of
Management Services ("Department"), an agency of the State of Florida with offices at 4050 Esplanade Way,
Tallahassee, Florida 32399-0950, and the entities identified below as Contractor (individually, "Contractor") (the
Contract is executed in counterparts; see attached sheets to identify all Contractors).
The Contractor responded to the Department's Invitation to Negotiate No. 03-991-150-B, Online Legal
Database Services. The Department has determined to accept the Contractor's bid and to enter into this Contract in
accordance with the terms and conditions of the solicitation. The specific products awarded to Contractor, and the
maximum rates Contractor may charge Customers, are identified on the attached Price Sheet.
Accordingly, and in consideration of the mutual promises contained in the Contract documents, the Department
and the Contractor do hereby enter into this Contract, which is a state term contract authorized by section 287.042(2)(a)
of the Florida Statutes. The Contract is a thirty-six month contract starting from the last date signed below. The
Contract consists of the following documents, which, in case of conflict, shall have priority in the order listed, and which
are hereby incorporated as if fully set forth:
• Any written amendments to the Contract
• This document, including the Price Sheet
• Statement of Work
• Instructions to Respondents
• General Conditions
• Any purchase order under the Contract
• Contractor's Offer
• Any Letter's of Clarification or BAFOs
Agreed and Approved By
State of Florida
Department of Management Services Contract Vendor (Contractor)
Signature: Signature:
Printed Name: Printed Name:
Date: Date:
Approved as to form and legality
by the Department General Counsel's Office:
Date:
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