Alternate Contract Source (ACS) No. 56120000 -19 ACS For .

DocuSign Envelope ID: 4CD6-B4F4-05AF9FA7BB4E MFMP Transaction Fee Report: The Contractor is required to submit monthlyTransaction Fee Reports in the Department’s electronic format. Reports are due 15calendar days after the end of the reporting period. For information on how to submitTransaction Fee Reports online, please reference the detailed fee reportinginstructions and Vendor training presentations available online at the TransactionFee Reporting and Vendor Training subsections under Vendor on the MFMPwebsite: MFMP Transaction Fee and Reporting. Assistance is also available with theTransaction Fee Reporting System from the MFMP Customer Service Desk by emailat feeprocessing@myfloridamarketplace.com or telephone 866-FLA-EPRO (866352-3776) from 8:00 a.m. to 6:00 p.m. Eastern Time.7. Ad hoc Reports: The Department reserves the right to require additional reports orinformation pertaining to this Contract and any resulting purchase orders or contractswith customers. The Contractor must submit a report or information within five (5)business days after receipt of a Department request, unless otherwise approved by theDepartment.8. Financial Consequences: The following financial consequences will apply fornonperformance of the contract by a Contractor. The State reserves the right towithhold payment or implement other appropriate remedies, such as contracttermination or nonrenewal, when the Contractor has failed to perform/comply withprovisions of the Contract. These consequences for non-performance are not to beconsidered penalties.The financial consequences will be paid via check or money order and made out to theDepartment of Management Services in US Dollars within 30 calendar days after therequired report submission date. These consequences are individually assessed forfailures over each target period beginning with the first full month or quarter of thecontract performance and every quarter thereafter.PerformanceTargetPerformance MetricQuarterly Sales ReportSubmissionMonthly Transaction FeeReport100%QuarterlyFinancialConsequencefor NonPerformance(Per Day Late) 250100%Monthly 100DescriptionQuarterly Sales Report are dueon or before the 15th calendarday after close of a quarter.Transaction Fee Report are dueon or before the 15th calendarday after close of the period.Frequency3

DocuSign Envelope ID: 4CD6-B4F4-05AF9FA7BB4E9. Business Review Meetings: The Department reserves the right to schedule businessreview meetings as frequently as necessary. The Department will provide the formatfor the Contractor's agenda. Prior to the meeting, the Contractor shall submit thecompleted agenda to the Department for review and acceptance. The Contractorshall address the agenda items and any of the Department’s additional concerns atthe meeting. At minimum, the Parties shall meet to discuss: Program complianceProgram trending reviewSavings report: Hard dollar and soft dollarSpend reportSubcontractor and contingent staff performanceRecommendations for improved compliance and performanceFailure to comply with this section may result in the Contractor being found indefault and Contract termination.10. Subcontractors: The Contractor may use subcontractors, including resellers, inorder to provide equipment and services. All subcontractors shall be the directresponsibility of the Contractor. The Contractor is responsible for all liability, termsand conditions within Master Agreement and this Contract. The Contractor’ssubcontractor’s participation will be in accordance with the terms and conditions setforth in this Contract. If a subcontractor is authorized to conduct business on behalfof the Contractor and the subcontractor is to receive compensation from theContractor for its services, then any dispute between the Contractor and thesubcontractor shall be resolved between the Contractor and the subcontractor. TheState of Florida is not a party to any agreement entered into between the Contractorand its subcontractors. The Contractor shall be responsible to report all contractsales (and pay any associated MFMP transaction fees), including those of any suchsubcontractors and shall ensure that all such subcontractors meet the followingrequirements:The Contractor shall be responsible to report all contract sales (and pay any associatedMFMP transaction fees), including those of any such subcontractors and shall ensurethat all such subcontractors meet the following requirements: Have an ACTIVE Registration with the Florida Department of State, Division ofCorporations https://dos.myflorida.com/sunbiz/Registered in the MFMP Vendor Information Portalhttps://vendor.myfloridamarketplace.comNot be on the State of Florida’s Convicted, Suspended, or DiscriminatoryVendor’s List which can be found at:https://www.dms.myflorida.com/business operations/state purchasing/state agency resources/vendor registration and vendor listsHave a copy of e-Verify Status on fileHave a current W-9 filed with the Florida Department of Financial Serviceshttps://flvendor.myfloridacfo.com.4

DocuSign Envelope ID: 4CD6-B4F4-05AF9FA7BB4ESPECIAL CONTRACT CONDITIONSJULY 1, 2019 VERSIONTable of ContentsSECTION 1. DEFINITION. . 2SECTION 2. CONTRACT TERM AND TERMINATION. . 2SECTION 3. PAYMENT AND FEES. . 3SECTION 4. CONTRACT MANAGEMENT. . 4SECTION 5. COMPLIANCE WITH LAWS. . 6SECTION 6. MISCELLANEOUS. . 7SECTION 7. LIABILITY AND INSURANCE . 9SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUALPROPERTY. 10SECTION 9. DATA SECURITY. . 12SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS. . 13SECTION 11. CONTRACT MONITORING. . 14SECTION 12. CONTRACT AUDITS. . 15SECTION 13. BACKGROUND SCREENING AND SECURITY. . 16SECTION 14. WARRANTY OF CONTRACTOR’S ABILITY TO PERFORM. 17In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is includedherein by reference but is superseded in its entirety by these SpecialContract Conditions.SP approved version 7‐1‐20191

DocuSign Envelope ID: 4CD6-B4F4-05AF9FA7BB4ESECTION 1. DEFINITION.The following definition applies in addition to the definitions in Chapter 287, FloridaStatutes (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 pursuantto 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 datethe Contract is signed by all Parties, whichever is later.2.2 Renewal.Upon written agreement, the Department and the Contractor may renew the Contract inwhole or in part only as set forth in the Contract documents, and in accordance withsection 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 theContract, at any time, when it is in the best interest of the State of Florida to do so. TheCustomer may suspend a resulting contract or purchase order, at any time, when in thebest interest of the Customer to do so. The Department or Customer will provide theContractor written notice outlining the particulars of the suspension. After receiving asuspension notice, the Contractor must comply with the notice and will cease theperformance of the Contract or purchase order. Suspension of work will not entitle theContractor to any additional compensation. The Contractor will not resume performanceof 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 thebest interest of the State of Florida. If the Contract is terminated before performance iscompleted, the Contractor will be paid only for that work satisfactorily performed forwhich costs can be substantiated. Such payment, however, may not exceed an amountwhich is the same percentage of the Contract price as the amount of work satisfactorilyperformed. All work in progress will become the property of the Customer and will beturned over promptly by the Contractor.2.3.3 Termination for Cause.If the performance of the Contractor is not in compliance with the Contract requirementsor the Contractor has defaulted, the Department may:(a) immediately terminate the Contract;(b) notify the Contractor of the noncompliance or default, require correction, and specifythe date by which the correction must be completed before the Contract is terminated; or(c) take other action deemed appropriate by the Department.SP approved version 7‐1‐20192

DocuSign Envelope ID: 4CD6-B4F4-05AF9FA7BB4ESECTION 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 deliveryof large single orders;3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in thisContract is a maximum price. Additionally, Contractor’s pricing will not exceed the pricingoffered under comparable contracts. Comparable contracts are those that are similar insize, scope, and terms. In compliance with section 216.0113, F.S., Contractor mustannually submit an affidavit from the Contractor’s authorized representative attesting thatthe Contract complies with this clause.3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contractterm due to a change in market conditions, the Contractor may conduct salespromotions involving price reductions for a specified lesser period. The Contractor mustsubmit documentation identifying the proposed: (1) starting and ending dates of thepromotion, (2) commodities or contractual services involved, and (3) promotional pricescompared to then-authorized prices.3.3 Payment Invoicing.The Contractor will be paid upon submission of invoices to the Customer after deliveryand acceptance of commodities or contractual services is confirmed by the Customer.Invoices must contain sufficient detail for an audit and contain the Contract Number andthe Contractor’s Federal Employer Identification Number.3.4 Purchase Order.A Customer may use purchase orders to buy commodities or contractual servicespursuant to the Contract and, if applicable, the Contractor must provide commodities orcontractual services pursuant to purchase orders. Purchase orders issued pursuant tothe Contract must be received by the Contractor no later than the close of business onthe last day of the Contract’s term. The Contractor is required to accept timely purchaseorders specifying delivery schedules that extend beyond the Contract term even whensuch extended delivery will occur after expiration of the Contract. Purchase orders shallbe valid through their specified term and performance by the Contractor, and all termsand conditions of the Contract shall survive the termination or expiration of the Contractand apply to the Contractor’s performance. The duration of purchase orders for recurringdeliverables shall not exceed the expiration of the Contract by more than twelve months.Any purchase order terms and conditions conflicting with these Special ContractConditions shall not become a part of the Contract.3.5 Travel.Travel expenses are not reimbursable unless specifically authorized by the Customer inwriting and may be reimbursed only in accordance with section 112.061, F.S.SP approved version 7‐1‐20193

DocuSign Envelope ID: 4CD6-B4F4-05AF9FA7BB4E3.6 Annual Appropriation.Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or anagency for the purchase of services or tangible personal property for a period in excessof one fiscal year, the State of Florida’s performance and obligation to pay under theContract is contingent upon an annual appropriation by the Legislature.3.7 Transaction Fees.The State of Florida, through the Department of Management Services, has institutedMyFloridaMarketPlace, a statewide eProcurement system pursuant to section287.057(22), F.S. All payments issued by Customers to registered Vendors forpurchases of commodities or contractual services will be assessed Transaction Fees asprescribed 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 theTransaction Fees when automatic deduction becomes available. Vendors will submit anymonthly reports required pursuant to the rule. All such reports and payments will besubject to audit. Failure to comply with the payment of the Transaction Fees or reportingof transactions will constitute grounds for declaring the Vendor in default and subject theVendor to exclusion from business with the State of Florida.3.8 Taxes.Taxes, customs, and tariffs on commodities or contractual services purchased under theContract will not be assessed against the Customer or Department unless authorized byFlorida law.3.9 Return of Funds.Contractor will return any overpayments due to unearned funds or funds disallowedpursuant to the terms of the Contract that were disbursed to the Contractor. TheContractor must return any overpayment within forty (40) calendar days after eitherdiscovery by the Contractor, its independent auditor, or notification by the Department orCustomer of the overpayment.SECTION 4. CONTRACT MANAGEMENT.4.1 Composition and Priority.The Contractor agrees to provide commodities or contractual services to the Customeras specified in the Contract. Additionally, the terms of the Contract supersede the termsof 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 ContractManager 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’soversight of the Contract, will be identified in a separate writing to the Contractor uponContract signing in the following format:Department’s Contract Manager NameSP approved version 7‐1‐20194

DocuSign Envelope ID: 4CD6-B4F4-05AF9FA7BB4EDepartment’s NameDepartment’s Physical AddressDepartment’s Telephone #Department’s Email AddressIf the Department changes the Contract Manager, the Department will notify theContractor. 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’soversight of the Contract performance, will be identified in a separate writing to theDepartment upon Contract signing in the following format:Contractor’s Contract Manager NameContractor’s NameContractor’s Physical AddressContractor’s Telephone #Contractor’s Email AddressIf the Contractor changes its Contract Manager, the Contractor will notify theDepartment. 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 opportunitiesfor woman-, veteran-, and minority-owned small business enterprises to participate inprocurements and contracts. The Department encourages supplier diversity throughcertification of woman-, veteran-, and minority-owned small business enterprises andprovides advocacy, outreach, and networking through regional business events. Foradditional information, please contact the Office of Supplier Diversity (OSD) atosdinfo@dms.myflorida.com.4.5.2 Diversity Reporting.Upon request, the Contractor will report to the Department its spend with businessenterprises certified by the OSD. These reports must include the time period covered,the name and Federal Employer Identification Number of each business enterpriseutilized during the period, commodities and contractual services provided by thebusiness enterprise, and the amount paid to the business enterprise on behalf of eachagency purchasing under the Contract.4.6 RESPECT.Subject to the agency determination provided for in section 413.036, F.S., the followingstatement applies:IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARETHE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BEPURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THESEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413,FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAMEPROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES;SP approved version 7‐1‐20195

DocuSign Envelope ID: 4CD6-B4F4-05AF9FA7BB4EAND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHERBUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALLBE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR ASDEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED.Additional information about RESPECT and the commodities or contractual services itoffers is available at https://www.respectofflorida.org.4.7 PRIDE.Subject to the agency determination provided for in sections 287.042(1) and 946.515,F.S., the following statement applies:IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARETHE SUBJECT OF, OR REQUIRED TO CARRY OU

Alternate Contract Source (ACS) No. 56120000 -19 ACS For Furniture, All Types Page 1 of 4 This Contract is made by and between the State of Florida, Department of Management Services (Department), an agency of the State of Florida, and ErgoGenesis Workplace Solutions, LLC (Contr