HomeMy WebLinkAboutReso 2022-3396RESOLUTION NO. 2022 -�
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH,
FLORIDA, AUTHORIZING THE CITY MANAGER OR DESIGNEE TO PURCHASE
PARTS AND SUPPLIES FROM W.W. GRAINGER, INC. FOR FISCAL YEAR 2022-
2023, IN AN AMOUNT NOT TO EXCEED SEVENTY THOUSAND DOLLARS
($70,000.00); AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the City of Sunny Isles Beach ("City") currently purchases necessary parts and
supplies for the maintenance of the Government Center, streets, and parks ("Facilities"); and
WHEREAS, the City purchases parts and supplies which may be needed for the
maintenance of the City's Facilities from W.W. Grainger, Inc. by utilizing State of Florida
Contract No. 31160000-20-NASPO-ACS; and
WHEREAS, pursuant to Section 62-13(C) of the City's Purchasing Code, purchases made
under state general service administration contracts, federal, county or other governmental
contracts or competitive bids with other governmental agencies, are exempt from the
competitive bidding requirements set forth in Chapter 62; and
WHEREAS, the City wishes to authorize the City Manager, or his designee, to make
purchases from W.W. Grainger, Inc. for parts and supplies for the maintenance of City Facilities,
in an amount not to exceed Seventy Thousand Dollars ($70,000.00), for Fiscal Year 2022-2023.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY
ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Purchasing Authority. The City Commission hereby authorizes the City Manager,
or his designee, to make purchases from W.W. Grainger, Inc. for parts and supplies for the
maintenance of City Facilities, in an amount not to exceed Seventy Thousand Dollars
($70,000.00), for Fiscal Year 2022-2023.
Section 2. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
Section 3. Effective Date. This Resolution will become effective upon adoption.
PASSED AND ADOPTED this 15th day of September 2022.
Dana Robin Goldman, Mayor
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A
APPROVED AS TO FORM
AND LEG L'SUF ICIENCY:
Maur6o Betadcur, CMC, City Clerk '--- Edward A. Dion, City Attorney
Moved by: Seconded by:
Vote:
Mayor Goldman
Vice Mayor Viscarra
Commissioner Joseph
Commissioner Lama
Commissioner Stuyvesant
(Yes)
(No)
(Yes)
(No)
(Yes)
(No)
(No)
::21es)
(yes)
(No)
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Department of
MANAGEh
SERVICES
1>> We serve those who serve Florida
Alternate Contract Source (ACS)
No. 31160000 -20 -NAS PO -ACS
For
Facilities Maintenance, Repair, and Operations (MRO) and Industrial
Supplies
This Contract is made by and between the State of Florida, Department of Management
Services (Department), an agency of the State of Florida (State), and W.W. Grainger, Inc., 3924
West Pensacola Street, Tallahassee, Florida 32304 (Contractor), collectively referred to herein
as the "Parties."
The Department is authorized by section 287.042(16), Florida Statutes, to evaluate contracts let
by the Federal Government, another state, or a political subdivision for the provision of
commodities and contract services, and, if it is determined in writing to be cost-effective and in
the best interest of the state, to enter into a written agreement authorizing an agency to make
purchases under such contract."
NASPO ValuePoint, and the lead State of Oregon, competitively procured facilities
maintenance, repair, and operations (MRO) and industrial supplies, and signed Contract #8496
with the Contractor, attached hereto as Exhibit E (Master Agreement). The Master Agreement
became effective on April 17, 2018, and is scheduled to expire on June 30, 2023. The Master
Agreement has no renewal options available.
The Department evaluated the Master Agreement, and hereby acknowledges that use of the
Master Agreement as an alternate contract source is cost-effective and in the best interest of
the State.
Accordingly, the Parties agree as follows:
1. Term and Effective Date.
The initial term of this Contract will begin July 1, 2020 or on the date the Contract is fully
signed by all Parties, whichever is later, and will expire June 30, 2023, consistent with the
Master Agreement, unless terminated earlier in accordance with Exhibit B, Special Contract
Conditions (Florida).
2. Modifications or Additions to Master Agreement.
As used in this document, Contract (whether capitalized or not) will, unless the context
requires otherwise, mean this document and all incorporated Exhibits, which set forth the
entire understanding of the Parties and supersede any and all prior agreements.
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Alternate Contract Source (ACS)
No. 31160000-20-NASPO-ACS
For
Facilities Maintenance, Repair, and Operations (MRO) and Industrial Supplies
This Contract may only be modified or amended upon mutual written agreement by the
Parties. If amendments are made to the Master Agreement, the Contractor shall: 1) notify
the Department of such amendments; and 2) provided the Department is amenable to
incorporating the amendments into this Contract, enter into a written amendment with the
Department reflecting the addition of such amendments to this Contract.
All Exhibits attached or listed below are incorporated in their entirety into, and will form part
of, this Contract. Exhibit A and Exhibit B modify or supplement the terms and conditions of
the Master Agreement. In the event of a conflict, the following order of precedence will
apply:
a) This Contract document and amendments, if any, with the latest issued having priority.
b) Exhibit A: Additional Special Contract Conditions (Florida)
c) Exhibit B: Special Contract Conditions (Florida)
d) Exhibit C: State of Florida Price Sheet
e) Exhibit D: NASPO ValuePoint Participating Addendum
f) Exhibit E: Master Agreement
Where the laws and regulations of a state other than the State of Florida are cited or
referenced in the Master Agreement, such citation or reference will be replaced by the
comparable Florida law or regulation.
3. Purchases off this Contract.
Upon execution of this Contract, agencies (as defined in section 287.012, Florida Statutes)
may purchase products and services under this Contract using this State of Florida ACS No.
31160000-20-NASPO-ACS. State agencies acknowledge and agree to be bound by the
terms and conditions of the Master Agreement except as otherwise specified in this
Contract.
4. Primary Contacts
Department's Contract Manager:
Shaveon Nelson
Division of State Purchasing
Florida Department of Management Services
4050 Esplanade Way, Suite 370.1X
Tallahassee, Florida 32399-0950
Telephone: (850) 922-1214
Email: Shaveon.Nelson(aDdms.myflorida.com
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Alternate Contract Source (ACS)
No. 31160000-20-NASPO-ACS
For
Facilities Maintenance, Repair, and Operations (MRO) and Industrial Supplies
Contractor's Contract Manager:
Kevin Sandt
W.W. Grainger, Inc.
3924 West Pensacola Street
Tallahassee, Florida 32304
Telephone: (770) 722-2459
Email: Kevin.Sandt(aDgrainaer.com
5. Warranty of Authority
Each person signing this document warrants that he or she is duly authorized to do so and to
bind the respective party.
6. Entire Agreement of the Parties
This document and the attached exhibits constitute the Contract and the entire understanding
of the Parties. Any amendments hereto must be in writing and signed by the Parties.
IN WITNESS THEREOF, the Parties hereto have caused this Contract, which includes the
attached and incorporated Exhibits, to be executed by their undersigned officials as duly
authorized. This Contract is not valid and binding until signed and dated by the Parties.
CONTRACTOR
W.W. Grainger, Inc.
Docu5lgned by:
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6/29/2020 1 1:49 PM EDT
Date:
STATE OF FLORIDA,
DEPARTMENT OF
MANAGEMENT SERVICES
DocuSlgned by:
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Chief of Staff
6/29/2020 18:53 PM EDT
Date:
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Department of
MANAGER
SERVICES
[-"-We serve those who serve Florida
ADDITIONAL SPECIAL CONTRACT CONDITIONS
Exhibit A
The following changes are modifying or supplementing the Master Agreement terms and
conditions.
1. Vendor Registration: In order to complete any transaction between a Customer and the
Contractor, the Contractor must be registered in MyFloridaMarketPlace.
2. Additional Customer Terms: If any law, rule, ordinance, or other local governmental
authority requires additional contract language before a Customer can make a purchase
under this Contract, the Customer is responsible for including such language in its order.
3. The State of Florida's performance and obligation to pay under this Contract is contingent
upon an annual appropriation by the Legislature. The Contractor shall comply with section
11.062, Florida Statutes, and section 216.347, Florida Statutes, prohibiting use of funds
to lobby the Legislature, the judicial branch, or state agencies.
4. Employment Eligibility Verification: The language of Subsection 13.2 of the Special
Contract Conditions regarding E -Verify shall apply to resellers as well as other
subcontractors.
5. Orders: Any order placed by a Customer for a product and/or service available from this
Contract shall be deemed to be a sale under and governed by the terms and conditions
of the Contract. To the extent the Customer and the Contractor agree on additional terms,
the terms will be documented on the Customer's order and signed by both parties.
Contractor must be able to accept orders via fax, e-mail, or the MyFloridaMarketPlace
(MFMP).
6. Punchout Catalog and Electronic Invoicing: The Contractor is required to provide an
MFMP punchout catalog. The punchout catalog provides an alternative mechanism for
suppliers to offer the State of Florida access to products awarded under the Contract. The
punchout catalog also allows for direct communication between the MFMP eProcurement
System and a supplier's Enterprise Resource Planning (ERP) system, which can reflect
real-time product inventory/availability information.
Through utilization of the punchout catalog model, a user will "punch out" to a supplier's
website. Using the search tools on the supplier's Florida punchout catalog site, the user
selects the desired products and services. When complete, the user exits the supplier's
punchout catalog site and the shopping cart (full of products and services) is "brought
back" to MFMP. No orders are sent to a supplier when the user exits the supplier's
punchout catalog site. Instead, the chosen products and services are "brought back" to
MFMP as Purchase Order line items. The user can then proceed through the normal
workflow steps, which may include adding/editing the products in the Purchase Order. An
order is not submitted to a supplier until the user approves and submits the purchase
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order, at which point the supplier receives an email with the order details.
The Contractor may be required to invoice electronically pursuant to guidelines of the
Department of Management Services. Electronic invoices may be submitted to the agency
through the Ariba Network (AN) in one of three mechanisms as listed below. The
Contractors may select the method that best meets their capabilities from the following
list:
• cXML (commerce eXtensible Markup Language)
This standard establishes the data contents required for invoicing via cXML within the
context of an electronic environment. This transaction set can be used for invoicing
via the Ariba Network (AN) for catalog and non -catalog products and services. The
cXML format is the Ariba preferred method for elnvoicing.
• EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set (810) for
use within the context of an Electronic Data Interchange (EDI) environment. This
transaction set can be used for invoicing via the ASN for catalog and non -catalog
products and services.
• PO Flip via ASN
This online process allows suppliers to submit invoices via the AN for catalog and non -
catalog products and services. Suppliers have the ability to create an invoice directly
from their Inbox in their AN account by simply "flipping" the PO into an invoice. This
option does not require any special software or technical capabilities.
For the purposes of this section, the Contractor warrants and represents that it is
authorized and empowered to and hereby grants the State and the third party provider
of MFMP, a State contractor, the right and license to use, reproduce, transmit,
distribute, and publicly display within the system the information outlined above. In
addition, the Contractor warrants and represents that it is authorized and empowered
to and hereby grants the State and the third party provider the right and license to
reproduce and display within the system the Contractor's trademarks, system marks,
logos, trade dress, or other branding designation that identifies the products made
available by the Contractor under the Contract.
The Contractor will work with the MFMP management team to obtain specific
requirements for the punchout catalog and electronic invoicing.
7. Contract Reporting: The Contractor shall report information on orders received from
Customers associated with this Contract.
The Contractor shall submit reports in accordance with the following schedule:
Report
Period Covered
Due Dates
MFMP Transaction Report
Calendar month
15th calendar day of the month following the receipt
of payment for the vendor's good or services.
Quarterly Sales Report
State's Fiscal
15 calendar days after close of the period
Quarter
No favorable action will be considered for any contractor who has outstanding Contract
Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other documentation, to
include fees / monies that is required under the Contract.
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• Quarterly Sales Report: The Contractor agrees to submit a Quarterly Sales Report to
the Department's Contract Manager within fifteen (15) calendar days after the close of
each State Fiscal quarter.
Quarterly reporting timeframes coincide with the State Fiscal Year as follows:
Quarter 1 - (July -September) — due 15 calendar days after close of the period.
Quarter 2 - (October -December) — due 15 calendar days after close of the period.
Quarter 3 - (January -March) — due 15 calendar days after close of the period.
Quarter 4 - (April -June) — due 15 calendar days after close of the period.
Quarterly reporting periods should coincide with the Contract term and begin the
quarter following Contract execution. Reports must be submitted in MS Excel format
and can be retrieved by accessing the following link at:
https://www.dms.myflorida.com/business operations/state purchasing/vendor resou
rces/guarterly sales report format.
The report will include all sales (orders) from Customers received (associated with this
Contract) during the period. Initiation and submission of the Quarterly Report is the
responsibility of the Contractor without prompting or notification from the Department's
Contract Manager. If no orders are received during the period, the Contractor must
submit a report stating that there was no activity. If the Contractor fails to submit two
consecutive quarterly sales reports, this Contract may be terminated for convenience
or the Department may choose to not renew the Contract.
In addition, the Department may require additional sales information such as copies of
purchase orders, or ad hoc sales reports. The Contractor shall submit these specific
ad hoc requests within the specified amount of time as requested by the Department.
MFMP Transaction Fee Report: The Contractor is required to submit monthly
Transaction Fee Reports in the Department's electronic format. Reports are due 15
calendar days after the end of the reporting period. For information on how to submit
Transaction Fee Reports online, please reference the detailed fee reporting
instructions and Vendor training presentations available online at the Transaction Fee
Reporting and Vendor Training subsections under Vendor on the MFMP website:
MFMP Transaction Fee and Reporting. Assistance is also available with the
Transaction Fee Reporting System from the MFMP Customer Service Desk by email
at feeprocessing(a-myfloridamarketplace.com or telephone 866-FLA-EPRO (866- 352-
3776) from 8:00 a.m. to 6:00 p.m. Eastern Time.
8. Ad hoc Reports: The Department reserves the right to require additional reports or
information pertaining to this Contract and any resulting purchase orders or contracts with
customers. The Contractor must submit the report or information within five (5) business
days after receipt of a Department request, unless otherwise approved by the Department.
9. Financial Consequences: The following financial consequences will apply for
nonperformance of the contract by a Contractor. The State reserves the right to withhold
payment or implement other appropriate remedies, such as contract termination or
nonrenewal, when the Contractor has failed to perform/comply with provisions of the
Contract. These consequences for non-performance are not to be considered penalties.
The financial consequences will be paid via check or money order and made out to the
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Department of Management Services in US Dollars within thirty (30) calendar days after
the required report submission date. These consequences are individually assessed for
failures over each target period beginning with the first full month or quarter of the contract
performance and every quarter thereafter.
10. If the Department determines that the Contractor has failed to meet requirements listed in
the table above, the Department may assess the Contractor a fee as listed in the Financial
Consequences. The Department, in its sole discretion, may extend the time of
performance for excusable delays due to unforeseeable causes beyond the Contractor's
control.
These consequences of non-performance shall not be considered penalties.
11. Business Review Meetings: The Department reserves the right to schedule business
review meetings as frequently as necessary. The Participating State will provide the format
for the Contractor's agenda. Prior to the meeting, the Contractor shall submit the
completed agenda to the Participating State/Entity for review and acceptance. The
Contractor shall address the agenda items and any of the Participating State's additional
concerns at the meeting. At minimum, the parties shall meet to discuss:
• Program compliance
• Program trending review
• Savings report: Hard dollar and soft dollar
• Spend report
• Subcontractor and contingent staff performance
• Recommendations for improved compliance and performance
Failure to comply with this section may result in the Contractor being found in default and
Contract termination.
12. Certification of Drug -Free Workplace: In executing this Contract, Contractor certifies that
it has implemented a drug-free workforce program.
13. Subcontractors: The Contractor may use resellers in order to provide equipment and
services. All resellers shall be the direct responsibility of the Contractor. The Contractor is
responsible for all liability, terms and conditions within the Master Agreement and this
Contract. The Contractors resellers participation will be in accordance with the terms and
conditions set forth in the aforementioned Master Agreement and this Contract. If a
reseller is authorized to conduct business on behalf of the Contractor and the reseller is
to receive compensation from the Contractor for its services, then any dispute between
the Contractor and the reseller shall be resolved between the Contractor and the reseller.
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Performance
Financial
Target
Consequence
Performance Metrics
Description
Frequency
4606n -
Performance
Per Day late
Quarterly Sales Report
Quarterly Sales Report are due
100%
Quarterly
$250
Submission
on or before the 15th calendar
day after close of a quarter.
Monthly Transaction Fee
Transaction Fee Report are due
100%
Monthly
$100
Report
on or before the 15th calendar
day after close of the period.
10. If the Department determines that the Contractor has failed to meet requirements listed in
the table above, the Department may assess the Contractor a fee as listed in the Financial
Consequences. The Department, in its sole discretion, may extend the time of
performance for excusable delays due to unforeseeable causes beyond the Contractor's
control.
These consequences of non-performance shall not be considered penalties.
11. Business Review Meetings: The Department reserves the right to schedule business
review meetings as frequently as necessary. The Participating State will provide the format
for the Contractor's agenda. Prior to the meeting, the Contractor shall submit the
completed agenda to the Participating State/Entity for review and acceptance. The
Contractor shall address the agenda items and any of the Participating State's additional
concerns at the meeting. At minimum, the parties shall meet to discuss:
• Program compliance
• Program trending review
• Savings report: Hard dollar and soft dollar
• Spend report
• Subcontractor and contingent staff performance
• Recommendations for improved compliance and performance
Failure to comply with this section may result in the Contractor being found in default and
Contract termination.
12. Certification of Drug -Free Workplace: In executing this Contract, Contractor certifies that
it has implemented a drug-free workforce program.
13. Subcontractors: The Contractor may use resellers in order to provide equipment and
services. All resellers shall be the direct responsibility of the Contractor. The Contractor is
responsible for all liability, terms and conditions within the Master Agreement and this
Contract. The Contractors resellers participation will be in accordance with the terms and
conditions set forth in the aforementioned Master Agreement and this Contract. If a
reseller is authorized to conduct business on behalf of the Contractor and the reseller is
to receive compensation from the Contractor for its services, then any dispute between
the Contractor and the reseller shall be resolved between the Contractor and the reseller.
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The State of Florida is not a party to any agreement entered into between the Contractor
and its resellers. The Contractor shall be responsible to report all contract sales (and pay
any associated MFMP transaction fees), including those of any such resellers and shall
ensure that all such resellers meet the following requirements:
The Contractor shall be responsible for reporting all contract sales (and pay any
associated MFMP transaction fees), including those of any such subcontractors, and shall
ensure that all such subcontractors meet the following requirements:
• Have an ACTIVE business registration with the Florida Department of State, Division
of Corporations, which can be found at: https://dos.myflorida.com/sunbiz/ (unless,
pursuant to Florida Statutes, the subcontractor is not required to register);
• Be registered in the MFMP Vendor Information Portal:
https://vendor.mvfloridamarketi)lace.com;
• Not be on the State of Florida's Convicted, Suspended, or Discriminatory Vendor's
Lists, which can be found at:
https://www.dms.myflorida.com/business operations/state purchasing/state agency
resources/vendor registration and vendor lists;
• Have a copy of the e -Verify Status for any subcontractor employees who provide
equipment or services under the Contract and provide such to the Department upon
request; and
• Have a current W-9 filed with the Florida Department of Financial Services, which can
be found at: https://flvendor,myfloridacfo.com.
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Exhibit B
SPECIAL CONTRACT CONDITIONS
JULY 1, 2019 VERSION
Table of Contents
SECTION 1. DEFINITION...........................................................................................................................2
SECTION 2. CONTRACT TERM AND TERMINATION.................................................................................2
SECTION 3. PAYMENT AND FEES............................................................................................................. 3
SECTION 4. CONTRACT MANAGEMENT..................................................................................................4
SECTION 5. COMPLIANCE WITH LAWS....................................................................................................6
SECTION 6. MISCELLANEOUS..................................................................................................................7
SECTION 7. LIABILITY AND INSURANCE........................................................................................................... 9
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL
PROPERTY..............................................................................................................................................10
SECTION 9. DATA SECURITY..................................................................................................................12
SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS..........................................................13
SECTION 11. CONTRACT MONITORING................................................................................................14
SECTION 12. CONTRACT AUDITS...........................................................................................................15
SECTION 13. BACKGROUND SCREENING AND SECURITY......................................................................16
SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM....................................................17
In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included
herein by reference but is superseded in its entirety by these Special
Contract Conditions.
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SECTION 1. DEFINITION.
The following definition applies in addition to the definitions in Chapter 287, Florida
Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant
to the Contract.
SECTION 2. CONTRACT TERM AND TERMINATION.
2.1 Initial Term.
The initial term will begin on the date set forth in the Contract documents or on the date
the Contract is signed by all Parties, whichever is later.
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in
whole or in part only as set forth in the Contract documents, and in accordance with
section 287.057(13), F.S.
2.3 Suspension of Work and Termination.
2.3.1 Suspension of Work.
The Department may, at its sole discretion, suspend any or all activities under the
Contract, at any time, when it is in the best interest of the State of Florida to do so. The
Customer may suspend a resulting contract or purchase order, at any time, when in the
best interest of the Customer to do so. The Department or Customer will provide the
Contractor written notice outlining the particulars of the suspension. After receiving a
suspension notice, the Contractor must comply with the notice and will cease the
performance of the Contract or purchase order. Suspension of work will not entitle the
Contractor to any additional compensation. The Contractor will not resume performance
of the Contract or purchase order until so authorized by the Department.
2.3.2 Termination for Convenience.
The Contract may be terminated by the Department in whole or in part at any time, in the
best interest of the State of Florida. If the Contract is terminated before performance is
completed, the Contractor will be paid only for that work satisfactorily performed for
which costs can be substantiated. Such payment, however, may not exceed an amount
which is the same percentage of the Contract price as the amount of work satisfactorily
performed. All work in progress will become the property of the Customer and will be
turned over promptly by the Contractor.
2.3.3 Termination for Cause.
If the performance of the Contractor is not in compliance with the Contract requirements
or the Contractor has defaulted, the Department may:
(a) immediately terminate the Contract;
(b) notify the Contractor of the noncompliance or default, require correction, and specify
the date by which the correction must be completed before the Contract is terminated; or
(c) take other action deemed appropriate by the Department.
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SECTION 3. PAYMENT AND FEES.
3.1 Pricing.
The Contractor will not exceed the pricing set forth in the Contract documents.
3.2 Price Decreases.
The following price decrease terms will apply to the Contract:
3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery of
large single orders;
3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this
Contract is a maximum price. Additionally, Contractor's pricing will not exceed the pricing
offered under comparable contracts. Comparable contracts are those that are similar in
size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must
annually submit an affidavit from the Contractor's authorized representative attesting that
the Contract complies with this clause.
Clarification: Grainger accepts the terms in this section as written and will annually submit
an affidavit attesting to the fact that we guarantee that the pricing indicated in this Contract
is a maximum price and that Grainger's pricing will not exceed the contract pricing offered
under comparable contracts. Comparable contracts as defined by this Statute are those
that are similar in size, scope, and terms. Given the vagueness of this definition and wide
variety of Grainger commercial and government customers that arguably are or are not
similar in size, scope and terms, we request that the focus of our attestation in compliance
with section 216.0113, F.S., be focused on NASPO affiliated States and that reference to
pricing parity be defined as NASPO contract published pricing.
3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract
term due to a change in market conditions, the Contractor may conduct sales promotions
involving price reductions for a specified lesser period. The Contractor must submit
documentation identifying the proposed: (1) starting and ending dates of the promotion, (2)
commodities or contractual services involved, and (3) promotional prices compared to
then -authorized prices.
3.3 Payment Invoicing.
The Contractor will be paid upon submission of invoices to the Customer after delivery and
acceptance of commodities or contractual services is confirmed by the Customer. Invoices
must contain sufficient detail for an audit and contain the Contract Number and the
Contractor's Federal Employer Identification Number.
3.4 Purchase Order.
A Customer may use purchase orders to buy commodities or contractual services pursuant
to the Contract and, if applicable, the Contractor must provide commodities or contractual
services pursuant to purchase orders. Purchase orders issued pursuant to the Contract
must be received by the Contractor no later than the close of business on the last day of
the Contract's term. The Contractor is required to accept timely purchase orders specifying
delivery schedules that extend beyond the Contract term even when such extended
delivery will occur after expiration of the Contract. Purchase orders shall be valid through
their specified term and performance by the Contractor, and all terms and conditions of the
Contract shall survive the termination or expiration of the Contract and apply to the
Contractor's performance. The duration of purchase orders for recurring deliverables shall
not exceed the expiration of the Contract by more than twelve months. Any purchase order
terms and conditions conflicting with these Special Contract Conditions shall not become a
part of the Contract.
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3.5 Travel.
Travel expenses are not reimbursable unless specifically authorized by the Customer in
writing and may be reimbursed only in accordance with section 112.061, F.S.
3.6 Annual Appropriation.
Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an
agency for the purchase of services or tangible personal property for a period in excess
of one fiscal year, the State of Florida's performance and obligation to pay under the
Contract is contingent upon an annual appropriation by the Legislature.
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system pursuant to section
287.057(22), F.S. All payments issued by Customers to registered Vendors for
purchases of commodities or contractual services will be assessed Transaction Fees as
prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law.
Vendors must pay the Transaction Fees and agree to automatic deduction of the
Transaction Fees when automatic deduction becomes available. Vendors will submit
any monthly reports required pursuant to the rule. All such reports and payments will be
subject to audit. Failure to comply with the payment of the Transaction Fees or reporting
of transactions will constitute grounds for declaring the Vendor in default and subject the
Vendor to exclusion from business with the State of Florida.
3.8 Taxes.
Taxes, customs, and tariffs on commodities or contractual services purchased under the
Contract will not be assessed against the Customer or Department unless authorized by
Florida law.
3.9 Return of Funds.
Contractor will return any overpayments due to unearned funds or funds disallowed
pursuant to the terms of the Contract that were disbursed to the Contractor. The
Contractor must return any overpayment within forty (40) calendar days after either
discovery by the Contractor, its independent auditor, or notification by the Department or
Customer of the overpayment.
SECTION 4. CONTRACT MANAGEMENT.
4.1 Composition and Priority.
The Contractor agrees to provide commodities or contractual services to the Customer
as specified in the Contract. Additionally, the terms of the Contract supersede the terms
of all prior agreements between the Parties on this subject matter.
4.2 Notices.
All notices required under the Contract must be delivered to the designated Contract
Manager in a manner identified by the Department.
4.3 Department's Contract Manager.
The Department's Contract Manager, who is primarily responsible for the Department's
oversight of the Contract, will be identified in a separate writing to the Contractor upon
Contract signing in the following format:
Department's Contract Manager Name
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Department's Name
Department's Physical Address
Department's Telephone #
Department's Email Address
If the Department changes the Contract Manager, the Department will notify the
Contractor. Such a change does not require an amendment to the Contract.
4.4 Contractor's Contract Manager.
The Contractor's Contract Manager, who is primarily responsible for the Contractor's
oversight of the Contract performance, will be identified in a separate writing to the
Department upon Contract signing in the following format:
Contractor's Contract Manager Name
Contractor's Name
Contractor's Physical Address
Contractor's Telephone #
Contractor's Email Address
If the Contractor changes its Contract Manager, the Contractor will notify the
Department. Such a change does not require an amendment to the Contract.
4.5 Diversity.
4.5.1 Office of Supplier Diversity.
The State of Florida supports its diverse business community by creating opportunities
for woman-, veteran-, and minority-owned small business enterprises to participate in
procurements and contracts. The Department encourages supplier diversity through
certification of woman-, veteran-, and minority-owned small business enterprises and
provides advocacy, outreach, and networking through regional business events. For
additional information, please contact the Office of Supplier Diversity (OSD) at
osdinfo@dms.myflorida.com.
4.5.2 Diversity Reporting.
Upon request, the Contractor will report to the Department its spend with business
enterprises certified by the OSD. These reports must include the time period covered,
the name and Federal Employer Identification Number of each business enterprise
utilized during the period, commodities and contractual services provided by the
business enterprise, and the amount paid to the business enterprise on behalf of each
agency purchasing under the Contract.
4.6 RESPECT.
Subject to the agency determination provided for in section 413.036, F.S., the following
statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE
SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413,
FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME
PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES;
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AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER
BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL
BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS
DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED.
Additional information about RESPECT and the commodities or contractual services it
offers is available at https://www.respectofflorida.orq.
4.7 PRIDE.
Subject to the agency determination provided for in sections 287.042(1) and 946.515,
F.S., the following statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S.,
IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN
SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE
PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS
OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS
AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED.
Additional information about PRIDE and the commodities or contractual services it offers
is available at https://www.pride-enterprises.org.
SECTION 5. COMPLIANCE WITH LAWS.
5.1 Conduct of Business.
The Contractor must comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable to the conduct of its business, including those of
federal, state, and local agencies having jurisdiction and authority. For example, the
Contractor must comply with section 274A of the Immigration and Nationality Act, the
Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if
applicable, and all prohibitions against discrimination on the basis of race, religion, sex,
creed, national origin, handicap, marital status, or veteran's status. The provisions of
subparagraphs 287.058(1)(a) -(c), and (g), F.S., are hereby incorporated by reference.
5.2 Dispute Resolution, Governing Law, and Venue.
Any dispute concerning performance of the Contract shall be decided by the
Department's designated Contract Manager, who will reduce the decision to writing and
serve a copy on the Contractor. The decision of the Contract Manager shall be final and
conclusive. Exhaustion of this administrative remedy is an absolute condition precedent
to the Contractor's ability to pursue legal action related to the Contract or any other form
of dispute resolution. The laws of the State of Florida govern the Contract. The Parties
submit to the jurisdiction of the courts of the State of Florida exclusively for any legal
action related to the Contract. Further, the Contractor hereby waives all privileges and
rights relating to venue it may have under Chapter 47, F.S., and all such venue
privileges and rights it may have under any other statute, rule, or case law, including, but
not limited to, those based on convenience. The Contractor hereby submits to venue in
the county chosen by the Department.
5.3 Department of State Registration.
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Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert
status, other than a sole proprietor, must provide the Department with conclusive
evidence of a certificate of status, not subject to qualification, if a Florida business entity,
or of a certificate of authorization if a foreign business entity.
5.4 Suspended, Convicted, and Discriminatory Vendor Lists.
In accordance with sections 287.042, 287.133, and 287.134, F.S., an entity or affiliate
who is on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor
List may not perform work as a contractor, supplier, subcontractor, or consultant under
the Contract. The Contractor must notify the Department if it or any of its suppliers,
subcontractors, or consultants have been placed on the Suspended Vendor List,
Convicted Vendor List, or Discriminatory Vendor List during the term of the Contract.
5.5 Scrutinized Companies - Termination by the Department.
The Department may, at its option, terminate the Contract if the Contractor is found to
have submitted a false certification as provided under section 287.135(5), F.S., or been
placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in
business operations in Cuba or Syria, or to have been placed on the Scrutinized
Companies that Boycott Israel List or is engaged in a boycott of Israel.
5.6 Cooperation with Inspector General and Records Retention.
Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its
duty to cooperate with the Inspector General in any investigation, audit, inspection,
review, or hearing. Upon request of the Inspector General or any other authorized State
official, the Contractor must provide any information the Inspector General deems
relevant to the Contractor's integrity or responsibility. Such information may include, but
will not be limited to, the Contractor's business or financial records, documents, or files
of any type or form that refer to or relate to the Contract. The Contractor will retain such
records for the longer of five years after the expiration of the Contract, or the period
required by the General Records Schedules maintained by the Florida Department of
State, at the Department of State's Records Management website. The Contractor
agrees to reimburse the State of Florida for the reasonable costs of investigation
incurred by the Inspector General or other authorized State of Florida official for
investigations of the Contractor's compliance with the terms of this or any other
agreement between the Contractor and the State of Florida which results in the
suspension or debarment of the Contractor. Such costs will include but will not be limited
to: salaries of investigators, including overtime; travel and lodging expenses; and expert
witness and documentary fees. The Contractor agrees to impose the same obligations to
cooperate with the Inspector General and retain records on any subcontractors used to
provide goods or services under the Contract.
SECTION 6. MISCELLANEOUS.
6.1 Subcontractors.
The Contractor will not subcontract any work under the Contract without prior written
consent of the Department. The Contractor is fully responsible for satisfactory
completion of all its subcontracted work. The Department supports diversity in its
procurements and contracts, and requests that the Contractor offer subcontracting
opportunities to certified woman-, veteran-, and minority-owned small businesses. The
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Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on
certified small business enterprises available for subcontracting opportunities.
6.2 Assignment.
The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations
under the Contract without the prior written consent of the Department. However, the
Contractor may waive its right to receive payment and assign same upon notice to the
Department. In the event of any assignment, the Contractor remains responsible for
performance of the Contract, unless such responsibility is expressly waived by the
Department. The Department may assign the Contract with prior written notice to the
Contractor.
6.3 Independent Contractor.
The Contractor and its employees, agents, representatives, and subcontractors are
independent contractors and not employees or agents of the State of Florida and are not
entitled to State of Florida benefits. The Department and Customer will not be bound by
any acts or conduct of the Contractor or its employees, agents, representatives, or
subcontractors. The Contractor agrees to include this provision in all its subcontracts
under the Contract.
6.4 Inspection and Acceptance of Commodities.
6.4.1 Risk of Loss.
Matters of inspection and acceptance are addressed in section 215.422, F.S. Until
acceptance, risk of loss or damage will remain with the Contractor. The Contractor will
be responsible for filing, processing, and collecting all damage claims. To assist the
Contractor with damage claims, the Customer will: record any evidence of visible
damage on all copies of the delivering carrier's bill of lading; report damages to the
carrier and the Contractor; and provide the Contractor with a copy of the carrier's bill of
lading and damage inspection report.
6.4.2 Rejected Commodities.
When a Customer rejects a commodity, Contractor will remove the commodity from the
premises within ten (10) calendar days after notification of rejection, and the risk of loss
will remain with the Contractor. Commodities not removed by the Contractor within ten
(10) calendar days will be deemed abandoned by the Contractor, and the Customer will
have the right to dispose of such commodities. Contractor will reimburse the Customer
for costs and expenses incurred in storing or effecting removal or disposition of rejected
commodities.
6.5 Safety Standards.
Performance of the Contract for all commodities or contractual services must comply
with requirements of the Occupational Safety and Health Act and other applicable State
of Florida and federal requirements.
6.6 Ombudsman.
A Vendor Ombudsman has been established within the Department of Financial
Services. The duties of this office are found in section 215.422, F.S., which include
disseminating information relative to prompt payment and assisting contractors in
receiving their payments in a timely manner from a Customer. The Vendor Ombudsman
may be contacted at (850) 413-5516.
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6.7 Time is of the Essence.
Time is of the essence regarding every obligation of the Contractor under the Contract.
Each obligation is deemed material, and a breach of any such obligation (including a
breach resulting from untimely performance) is a material breach.
6.8 Waiver.
The delay or failure by the Department or the Customer to exercise or enforce any rights
under the Contract will not constitute waiver of such rights.
6.9 Modification and Severability.
The Contract may only be modified by written agreement between the Department and
the Contractor. Should a court determine any provision of the Contract is invalid, the
remaining provisions will not be affected, and the rights and obligations of the Parties will
be construed and enforced as if the Contract did not contain the provision held invalid.
6.10 Cooperative Purchasing.
Pursuant to their own governing laws, and subject to the agreement of the Contractor,
governmental entities that are not Customers may make purchases under the terms and
conditions contained herein, if agreed to by Contractor. Such purchases are independent
of the Contract between the Department and the Contractor, and the Department is not a
party to these transactions. Agencies seeking to make purchases under this Contract
are required to follow the requirements of Rule 60A-1.045(5), F.A.C.
SECTION 7. LIABILITY AND INSURANCE.
7.1 Workers' Compensation Insurance.
The Contractor shall maintain workers' compensation insurance as required under the
Florida Workers' Compensation Law or the workers' compensation law of another
jurisdiction where applicable. The Contractor must require all subcontractors to similarly
provide workers' compensation insurance for all of the latter's employees. In the event
work is being performed by the Contractor under the Contract and any class of
employees performing the work is not protected under Workers' Compensation statutes,
the Contractor must provide, and cause each subcontractor to provide, adequate
insurance satisfactory to the Department, for the protection of employees not otherwise
protected.
7.2 General Liability Insurance.
The Contractor must secure and maintain Commercial General Liability Insurance,
including bodily injury, property damage, products, personal and advertising injury, and
completed operations. This insurance must provide coverage for all claims that may
arise from performance of the Contract or completed operations, whether by the
Contractor or anyone directly or indirectly employed by the Contractor. Such insurance
must include the State of Florida as an additional insured for the entire length of the
resulting contract. The Contractor is responsible for determining the minimum limits of
liability necessary to provide reasonable financial protections to the Contractor and the
State of Florida under the resulting contract.
7.3 Florida Authorized Insurers.
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All insurance shall be with insurers authorized and eligible to transact the applicable line
of insurance business in the State of Florida. The Contractor shall provide
Certifications) of Insurance evidencing that all appropriate coverage is in place and
showing the Department to be an additional insured.
7.4 Performance Bond.
Unless otherwise prohibited by law, the Department may require the Contractor to
furnish, without additional cost to the Department, a performance bond or irrevocable
letter of credit or other form of security for the satisfactory performance of work
hereunder. The Department shall determine the type and amount of security.
7.5 Indemnification.
To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and
hold the Customer and the State of Florida, its officers, employees, and agents harmless
from all fines, claims, assessments, suits, judgments, or damages, including
consequential, special, indirect, and punitive damages, including court costs and
attorney's fees, arising from or relating to violation or infringement of a trademark,
copyright, patent, trade secret, or intellectual property right or out of any acts, actions,
breaches, neglect, or omissions of the Contractor, its employees, agents,
subcontractors, assignees, or delegates related to the Contract, as well as for any
determination arising out of or related to the Contract that the Contractor or Contractor's
employees, agents, subcontractors, assignees, or delegates are not independent
contractors in relation to the Customer. The Contract does not constitute a waiver of
sovereign immunity or consent by the Customer or the State of Florida or its subdivisions
to suit by third parties. Without limiting this indemnification, the Customer may provide
the Contractor (1) written notice of any action or threatened action, (2) the opportunity to
take over and settle or defend any such action at Contractor's sole expense, and (3)
assistance in defending the action at Contractor's sole expense.
7.6 Limitation of Liability.
Unless otherwise specifically enumerated in the Contract or in the purchase order,
neither the Department nor the Customer shall be liable for special, indirect, punitive, or
consequential damages, including lost data or records (unless the Contract or purchase
order requires the Contractor to back-up data or records), even if the Department or
Customer has been advised that such damages are possible. Neither the Department
nor the Customer shall be liable for lost profits, lost revenue, or lost institutional
operating savings. The Department or Customer may, in addition to other remedies
available to them at law or equity and upon notice to the Contractor, retain such monies
from amounts due Contractor as may be necessary to satisfy any claim for damages,
penalties, costs, and the like asserted by or against them. The State may set off any
liability or other obligation of the Contractor or its affiliates to the State against any
payments due the Contractor under any contract with the State.
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT,
AND INTELLECTUAL PROPERTY.
8.1 Public Records.
8.1.1 Termination of Contract.
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The Department may terminate the Contract for refusal by the Contractor to comply with
this section by not allowing access to all public records, as defined in Chapter 119, F. S.,
made or received by the Contractor in conjunction with the Contract.
8.1.2 Statutory Notice.
Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor
acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following
applies:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL
ADDRESS, AND MAILING ADDRESS PROVIDED IN THE
RESULTING CONTRACT OR PURCHASE ORDER.
Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor
acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor
shall:
(a) Keep and maintain public records required by the public agency to perform the
service.
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, F.S., or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure are not disclosed except as authorized by law for the duration of the
Contract term and following the completion of the Contract if the Contractor does not
transfer the records to the public agency.
(d) Upon completion of the Contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records required by
the public agency to perform the service. If the Contractor transfers all public records to
the public agency upon completion of the Contract, the Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and maintains public records upon
completion of the Contract, the Contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the public
agency, upon request from the public agency's custodian of public records, in a format
that is compatible with the information technology systems of the public agency.
8.2 Protection of Trade Secrets or Otherwise Confidential Information.
8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information.
If the Contractor considers any portion of materials to be trade secret under section
688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the
Contractor must clearly designate that portion of the materials as trade secret or
otherwise confidential when submitted to the Department. The Contractor will be
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responsible for responding to and resolving all claims for access to Contract -related
materials it has designated trade secret or otherwise confidential.
8.2.2 Public Records Requests.
If the Department receives a public records request for materials designated by the
Contractor as trade secret or otherwise confidential under Florida or federal law, the
Contractor will be responsible for taking the appropriate legal action in response to the
request. If the Contractor fails to take appropriate and timely action to protect the
materials designated as trade secret or otherwise confidential, the Department will
provide the materials to the requester.
8.2.3 Indemnification Related to Confidentiality of Materials.
The Contractor will protect, defend, indemnify, and hold harmless the Department for
claims, costs, fines, and attorney's fees arising from or relating to its designation of
materials as trade secret or otherwise confidential.
8.3 Document Management.
The Contractor must retain sufficient documentation to substantiate claims for payment
under the Contract and all other records, electronic files, papers, and documents that
were made in relation to this Contract. The Contractor must retain all documents related
to the Contract for five (5) years after expiration of the Contract or, if longer, the period
required by the General Records Schedules maintained by the Florida Department of
State available at the Department of State's Records Management website.
8.4 Intellectual Property.
8.4.1 Ownership.
Unless specifically addressed otherwise in the Contract, the State of Florida shall be the
owner of all intellectual property rights to all property created or developed in connection
with the Contract.
8.4.2 Patentable Inventions or Discoveries.
Any inventions or discoveries developed in the course, or as a result, of services in
connection with the Contract that are patentable pursuant to 35 U.S.C. § 101 are the
sole property of the State of Florida. Contractor must inform the Customer of any
inventions or discoveries developed or made through performance of the Contract, and
such inventions or discoveries will be referred to the Florida Department of State for a
determination on whether patent protection will besought. The State of Florida will be
the sole owner of all patents resulting from any invention or discovery made through
performance of the Contract.
8.4.3 Copyrightable Works.
Contractor must notify the Department or State of Florida of any publications, artwork, or
other copyrightable works developed in connection with the Contract. All copyrights
created or developed through performance of the Contract are owned solely by the State
of Florida.
SECTION 9. DATA SECURITY.
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The Contractor will maintain the security of State of Florida data including, but not limited
to, maintaining a secure area around any displayed visible data and ensuring data is
stored and secured when not in use. The Contractor and subcontractors will not perform
any of the services from outside of the United States, and the Contractor will not allow
any State of Florida data to be sent by any medium, transmitted, or accessed outside the
United States due to Contractor's action or inaction. In the event of a security breach
involving State of Florida data, the Contractor shall give notice to the Customer and the
Department within one business day. "Security breach" for purposes of this section will
refer to a confirmed event that compromises the confidentiality, integrity, or availability of
data. Once a data breach has been contained, the Contractor must provide the
Department with a post -incident report documenting all containment, eradication, and
recovery measures taken. The Department reserves the right in its sole discretion to
enlist a third party to audit Contractor's findings and produce an independent report, and
the Contractor will fully cooperate with the third party. The Contractor will also comply
with all HIPAA requirements and any other state and federal rules and regulations
regarding security of information.
SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS.
10.1 Gratuities.
The Contractor will not, in connection with this Contract, directly or indirectly (1) offer,
give, or agree to give anything of value to anyone as consideration for any State of
Florida officer's or employee's decision, opinion, recommendation, vote, other exercise
of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to
anyone anything of value for the benefit of, or at the direction or request of, any State of
Florida officer or employee.
10.2 Lobbying.
In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used
for the purpose of lobbying,the Legislature, the judicial branch, or the Department.
Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from
lobbying the executive or legislative branch concerning the scope of services,
performance, term, or compensation regarding the Contract after the Contract is
executed and during the Contract term.
10.3 Communications.
10.3.1 Contractor Communication or Disclosure.
The Contractor shall not make any public statements, press releases, publicity releases,
or other similar communications concerning the Contract or its subject matter or
otherwise disclose or permit to be disclosed any of the data or other information
obtained or furnished in compliance with the Contract, without first notifying the
Customer's Contract Manager and securing the Customer's prior written consent.
10.3.2 Use of Customer Statements.
The Contractor shall not use any statement attributable to the Customer or its
employees for the Contractor's promotions, press releases, publicity releases,
marketing, corporate communications, or other similar communications, without first
notifying the Customer's Contract Manager and securing the Customer's prior written
consent.
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SECTION 11. CONTRACT MONITORING.
11.1 Performance Standards.
The Contractor agrees to perform all tasks and provide deliverables as set forth in the
Contract. The Department and the Customer will be entitled at all times, upon request, to
be advised as to the status of work being done by the Contractor and of the details
thereof.
11.2 Performance Deficiencies and Financial Consequences of Non -Performance.
11.2.1 Proposal of Corrective Action Plan.
In addition to the processes set forth in the Contract (e.g., service level agreements), if
the Department or Customer determines that there is a performance deficiency that
requires correction by the Contractor, then the Department or Customer will notify the
Contractor. The correction must be made within a time -frame specified by the
Department or Customer. The Contractor must provide the Department or Customer with
a corrective action plan describing how the Contractor will address all performance
deficiencies identified by the Department or Customer.
11.2.2 ,Retainage for Unacceptable Corrective Action Plan or Plan Failure.
If the corrective action plan is unacceptable to the Department or Customer, or
implementation of the plan fails to remedy the performance deficiencies, the Department
or Customer will retain ten percent (10%) of the total invoice amount. The retainage will
be withheld until the Contractor resolves the performance deficiencies. If the
performance deficiencies are resolved, the Contractor may invoice the Department or
Customer for the retained amount. If the Contractor fails to resolve the performance
deficiencies, the retained amount will be forfeited to compensate the Department or
Customer for the performance deficiencies.
11.3 Performance Delay.
11.3.1 Notification.
The Contractor will promptly notify the Department or Customer upon becoming aware
of any circumstances that may reasonably be expected to jeopardize the timely and
successful completion (or delivery) of any commodity or contractual service. The
Contractor will use commercially reasonable efforts to avoid or minimize any delays in
performance and will inform the Department or the Customer of the steps the Contractor
is taking or will take to do so, and the projected actual completion (or delivery) time. If
the Contractor believes a delay in performance by the Department or the Customer has
caused or will cause the Contractor to be unable to perform its obligations on time, the
Contractor will promptly so notify the Department and use commercially reasonable
efforts to perform its obligations on time notwithstanding the Department's delay.
11.3.2 Liquidated Damages.
The Contractor acknowledges that delayed performance will damage the
DepartmentCustomer, but by their nature such damages are difficult to ascertain.
Accordingly, the liquidated damages provisions stated in the Contract documents will
apply. Liquidated damages are not intended to be a penalty and are solely intended to
compensate for damages.
11.4 Force Majeure, Notice of Delay, and No Damages for Delay.
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The Contractor will not be responsible for delay resulting from its failure to perform if
neither the fault nor the negligence of the Contractor or its employees or agents
contributed to the delay, and the delay is due directly to fire, explosion, earthquake,
windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism,
civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly
beyond the Contractor's reasonable control, or for any of the foregoing that affect
subcontractors or suppliers if no alternate source of supply is available to the Contractor.
The foregoing does not excuse delay which could have been avoided if the Contractor
implemented any risk mitigation required by the Contract. In case of any delay the
Contractor believes is excusable, the Contractor will notify the Department in writing of
the delay or potential delay and describe the cause of the delay either (1) within ten (10)
calendar days after the cause that created or will create the delay first arose, if the
Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is
not reasonably foreseeable, within five (5) calendar days after the date the Contractor
first had reason to believe that a delay could result. The foregoing will constitute the
Contractor's sole remedy or excuse with respect to delay. Providing notice in strict
accordance with this paragraph is a condition precedent to such remedy. No claim for
damages will be asserted by the Contractor. The Contractor will not be entitled to an
increase in the Contract price or payment of any kind from the Department for direct,
indirect, consequential, impact or other costs, expenses or damages, including but not
limited to costs of acceleration or inefficiency, arising because of delay, disruption,
interference, or hindrance from any cause whatsoever. If performance is suspended or
delayed, in whole or in part, due to any of the causes described in this paragraph, after
the causes have ceased to exist the Contractor will perform at no increased cost, unless
the Department determines, in its sole discretion, that the delay will significantly impair
the value of the Contract to the State of Florida or to Customers, in which case the
Department may (1) accept allocated performance or deliveries from the Contractor,
provided that the Contractor grants preferential treatment to Customers and the
Department with respect to commodities or contractual services subjected to allocation,
or (2) purchase from other sources (without recourse to and by the Contractor for the
related costs and expenses) to replace all or part of the commodity or contractual
services that are the subject of the delay, which purchases may be deducted from the
Contract quantity, or (3) terminate the Contract in whole or in part.
SECTION 12. CONTRACT AUDITS.
12.1 Performance or Compliance Audits.
The Department may conduct or have conducted performance and/or compliance audits
of the Contractor and subcontractors as determined by the Department. The Department
may conduct an audit and review all the Contractor's and subcontractors' data and
records that directly relate to the Contract. To the extent necessary to verify the
Contractor's fees and claims for payment under the Contract, the Contractor's
agreements or contracts with subcontractors, partners, or agents of the Contractor,
pertaining to the Contract, may be inspected by the Department upon fifteen (15)
calendar days' notice, during normal working hours and in accordance with the
Contractor's facility access procedures where facility access is required. Release
statements from its subcontractors, partners, or agents are not required for the
Department or its designee to conduct compliance and performance audits on any of the
Contractor's contracts relating to this Contract. The Inspector General, in accordance
with section 5.6, the State of Florida's Chief Financial Officer, the Office of the Auditor
General also have authority to perform audits and inspections.
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12.2 Payment Audit.
Records of costs incurred under terms of the Contract will be maintained in accordance
with section 8.3 of these Special Contract Conditions. Records of costs incurred will
include the Contractor's general accounting records, together with supporting documents
and records of the Contractor and all subcontractors performing work, and all other
records of the Contractor and subcontractors considered necessary by the Department,
the State of Florida's Chief Financial Officer, or the Office of the Auditor General.
SECTION 13. BACKGROUND SCREENING AND SECURITY.
13.1 Background Check.
The Department or Customer may require the Contractor to conduct background checks
of its employees, agents, representatives, and subcontractors as directed by the
Department or Customer. The cost of the background checks will be borne by the
Contractor. The Department or Customer may require the Contractor to exclude the
Contractor's employees, agents, representatives, or subcontractors based on the
background check results. In addition, the Contractor must ensure that all persons have
a responsibility to self-report to the Contractor within three (3) calendar days any arrest
for any disqualifying offense. The Contractor must notify the Contract Manager within
twenty-four (24) hours of all details concerning any reported arrest. Upon the request of
the Department or Customer, the Contractor will re -screen any of its employees, agents,
representatives, and subcontractors during the term of the Contract.
13.2 E -Verify.
The Contractor must use the U.S. Department of Homeland Security's E -Verify system
to verify the employment eligibility of all new employees hired during the term of the
Contract for the services specified in the Contract. The Contractor must also include a
requirement in subcontracts that the subcontractor must utilize the E -Verify system to
verify the employment eligibility of all new employees hired by the subcontractor during
the Contract term. In order to implement this provision, the Contractor must provide a
copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within
five (5) calendar days of Contract execution. If the Contractor is not enrolled in DHS E -
Verify System, it will do so within five (5) calendar days of notice of Contract award and
provide the Contract Manager a copy of its MOU within five (5) calendar days of
Contract execution. The link to E -Verify is https://www.uscis.gov/e-verify. Upon each
Contractor or subcontractor new hire, the Contractor must provide a statement within
five (5) calendar days to the Contract Manager identifying the new hire with its E -Verify
case number.
13.3 Disqualifying Offenses.
If at any time it is determined that a person has been found guilty of a misdemeanor or
felony offense as a result of a trial or has entered a plea of guilty or nolo contendere,
regardless of whether adjudication was withheld, within the last six (6) years from the
date of the court's determination for the crimes listed below, or their equivalent in any
jurisdiction, the Contractor is required to immediately remove that person from any
position with access to State of Florida data or directly performing services under the
Contract. The disqualifying offenses are as follows:
(a) Computer related crimes;
(b) Information technology crimes;
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(c) Fraudulent practices;
(d) False pretenses;
(e) Frauds;
(f) Credit card crimes;
(g) Forgery;
(h) Counterfeiting;
(i) Violations involving checks or drafts;
Q) Misuse of medical or personnel records; and
(k) Felony theft.
13.4 Confidentiality.
The Contractor must maintain confidentiality of all confidential data, files, and records
related to the commodities or contractual services provided pursuant to the Contract and
must comply with all state and federal laws, including, but not limited to sections
381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures
must be consistent with the most recent version of the Department security policies,
protocols, and procedures. The Contractor must also comply with any applicable
professional standards with respect to confidentiality of information.
SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM.
The Contractor warrants that, to the best of its knowledge, there is no pending or
threatened action, proceeding, or investigation, or any other legal or financial condition,
that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its
Contract obligations. The Contractor warrants that neither it nor any affiliate is currently
on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List,
or on any similar list maintained by any other state or the federal government. The
Contractor shall immediately notify the Department in writing if its ability to perform is
compromised in any manner during the term of the Contract.
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MASTER AGREEMENT # 8496
FORM PARTICIPATING ADDENDUM
EXHIBIT D
NASPO ValuePoint NASPO
PARTICIPATING ADDENDUM
Facilities Maintenance and Repair & ValuePoint
Operations (MRO) and Industrial Supplies
Lead by the State of Oregon
Master Agreement #: 8496
Contractor: W.W. Grainger Inc. (Contractor)
Participating Entity: State of Florida
The following goods or services are included in this Addendum:
• Facilities Maintenance and Repair & Operations (MRO) and Industrial Supplies
Master Agreement Terms and Conditions:
Participation:
The Department is authorized by section 287.042(16), Florida Statutes, "To evaluate
contracts let by the Federal Government, another state, or a political subdivision for the
provision of commodities and contract services, and, if it is determined in writing to be
cost-effective and in the best interest of the state, to enter into a written agreement
authorizing an agency to make purchases under such contract."
1. Primary Contacts: The primary contact individuals for this Participating Addendum are
as follows (or their named successors):
Contractor
Name: W.W. Grainger, Inc.
Address: 3924 West Pensacola Street, Tallahassee, Florida 32304
Telephone: (770) 722-2459
Fax: (850) 575-1764
Email: Kevin.Sandt(a�grainger.com
Particigatina Entit
Name: The Department of Management Services
Address:4050 Esplanade Way, Tallahassee, FL 32399-0950
Telephone: (850) 488-8440
Fax: (850) 414-6122
Email: purchasingcustomerservice(c dms.myflorida.com
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2. Participating Entity Modifications or Additions to the Master Agreement
These modifications or additions apply only to actions and relationships within the
Participating Entity.
Participating Entity must check one of the boxes below.
[I No changes to the terms and conditions of the Master Agreement are required.
[X] The following changes are modifying or supplementing the Master Agreement terms
and conditions.
Exhibit A — Additional Special Contract Conditions
Exhibit 8 — Special Contract Conditions
Exhibit C — State of Florida Price Sheet
3. "Reserved".
4. Subcontractors: All contactors, dealers, and resellers authorized in the State of
Florida, as shown on the dedicated Contractor (cooperative contract) website, are
approved to provide sales and service support to participants in the NASPO
ValuePoint Master Agreement. The contractor's dealer participation will be in
accordance with the terms and conditions set forth in the aforementioned Master
Agreement.
5. Orders: Any order placed by a Customer for a product and/or service available from
this Master Agreement shall be deemed to be a sale under (and governed by the
prices and other terms and conditions) of the Master Agreement unless the parties to
the order agree in writing that another contract or agreement applies to such order.
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IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of
execution by both parties below.
State of Florida:
Contractor:
Florida Department of Management Services
W.W. Grainger, Inc.
Signature:
Signature:
CDocuSigned by:
fi, Fiber
DocuSigned by:
sA.,t
4
Name: Tami Fillyaw
Name:
Kevin Sandt
Title: Chief of Staff
Title:
Sr.Government Sales Manager
Date: 6/29/2020 18:53 PM EDT
Date: 6/29/2020 1 1:49 PM EDT
NASPO ValuePoint
Cooperative Development Coordinator: Ted Fosket
Telephone: (360) 339-7998
Email: tfosket _naspovaluepoint.org
[Please email fully executed PDF copy of this
document to
PAR naspovaluepoint.org
to support documentation of participation and
posting in appropriate data bases.]
286
a •p9ip` �p
P FL4
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947-0606 City Hall
(305)949-3113 Fax
MEMORANDUM
TO: Honorable Mayor and City Commissioners
VIA: Stan Morris, City Manager
FROM: Audra Curts-Whann, Assistant City Manager
Genesis Cuevas, Purchasing Manager
DATE: September 15, 2022
RE: FY 2022-2023 Blanket Purchase Order GRAINGER
RECOMMENDATION:
Staff recommends approval of this Resolution.
REASONS:
This resolution authorizes a blanket purchase order with Grainger for facilities Maintenance, Repair,
and Operations (MRO) and Industrial Supplies for fiscal year 2022-2023, in an amount not to exceec
$70,000.00. The City shall utilize State of Florida Contract #31160000-20-NASPO-ACS which expir(
6/30/2023 to purchase maintenance, repair, industrial and other operating supplies from Grainger, in
accordance with Section 62-13(c) of the City Code. The NASPO contracts offers the best goods/service
and pricing available in the market, allowing public sector government to save time and money by
purchasing from ready -to -use, competitively solicited contracts. The contract ensures a Minimum of
5% off Grainger Contract Reference Price.
FUNDING SOURCE:
Various budget accounts.
ATTACHMENTS:
Resolution
ACS (W.W. Grainger Inc.).pdf
Item Number: 10.J
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