The State of Florida

Department of Management Services

INVITATION TO BID

ITB No: 11-405-215-Z

Capacity Management and Acquisition of Natural Gas

Table of Contents Section 1: Introduction .................................................................................................... 4

1.1 Bid ........................................................................................................................... 4

1.2 Solicitation Objective ............................................................................................... 4

1.3 Term ........................................................................................................................ 4

1.4 Timeline of Events .................................................................................................... 4

1.5 Order of Precedence ................................................................................................ 5

1.6 Procurement Officer ................................................................................................ 5

1.7 Limitation on Contact with Government Personnel .................................................. 6

1.8 ITB Process .............................................................................................................. 6

1.9 Contract Formation .................................................................................................. 7

Section 2: Instructions to Respondents ............................................................................ 8

2.1 General Instructions ................................................................................................. 8

2.2 Special Instructions .................................................................................................. 8

2.3 Basis of Award ....................................................................................................... 13

2.4 Preference to Florida Vendors ................................................................................ 13

2.5 Rejection of Bids .................................................................................................... 14

2.6 Public Entity Crime ................................................................................................. 14

2.7 Discriminatory Vendors .......................................................................................... 14

Section 3: Description of Scope ...................................................................................... 15

3.1 Contractor Requirements ....................................................................................... 15

3.2 Continuity of Gas Service ....................................................................................... 16

3.3 Warranties and Title .............................................................................................. 16

3.4 Contractor Logistics ................................................................................................ 16

3.5 Unit of Measurement and Metering Base ............................................................... 17

3.6 Governmental Rules, Regulations, and Authorizations............................................ 17

3.7 Curtailment/Interruption Procedure ...................................................................... 17

3.8 Refunds or interest related to service provided ...................................................... 17

3.9 Invoicing ................................................................................................................ 17

Section 4: Contract Conditions ....................................................................................... 19

4.1 General Contract Requirements ............................................................................ 19

4.2 Special Contract Requirements............................................................................... 19

4.3 Pricing ................................................................................................................... 20 4.4 Credit for Turnback Gas .......................................................................................... 21

4.5 Indemnification ..................................................................................................... 21

4.6 Routine Communications ....................................................................................... 21

4.7 Electronic Invoicing ................................................................................................ 22

4.8 Return of Funds ..................................................................................................... 23

4.9 Financial Consequences for Nonperformance ......................................................... 23

4.10 Compliance ............................................................................................................ 23

4.11 Insurance Requirements ........................................................................................ 23

4.12 Notice of Legal Actions ........................................................................................... 24

4.13 Public Records ....................................................................................................... 24

4.14 Cancellation ........................................................................................................... 25

4.15 Intellectual Property .............................................................................................. 25

4.16 Best Pricing Affidavit Requirement ......................................................................... 25

4.17 Scrutinized Company List ....................................................................................... 25

4.18 Records Retention ................................................................................................. 26

4.19 Gifts ....................................................................................................................... 26

4.20 Vendor Ombudsman .............................................................................................. 26

4.21 Monitoring by the Department .............................................................................. 26

4.22 Business Review Meetings ..................................................................................... 26

4.23 E-Verify .................................................................................................................. 26

4.24 Reporting ............................................................................................................... 26

4.25 Default by the Contractor ....................................................................................... 29

4.26 Force Majeure ........................................................................................................ 29

4.27 Adding a Customer from the Contract .................................................................... 29

4.28 Gross Receipts Taxes .............................................................................................. 30

4.29 Additional Provisions ............................................................................................. 30

Section 5: Attachments .................................................................................................. 31

Attachment A Price Sheet for Bid Submission ................................................................ 31

Attachment B Contract Quarterly Report Template ........................................................ 31

Attachment C State of Florida Drug Free Workplace Certification .................................. 31

Attachment D Savings/Price Reduction Form ................................................................. 31

Attachment E Florida Gas Transmission (FGT) FTS-1 Agreement with pricing .................. 31

Attachment F Florida Gas Transmission (FGT) FTS-2 Agreement with pricing .................. 31 Attachment G Best Pricing Affidavit ............................................................................... 31

Timeline of Events Event Time (EDT) Event Date

ITB Notification posted in the VBS and complete solicitation posted in the MFMP Sourcing Tool.

4/21/2014

Pre-Response Conference will be held at 4050 Esplanade Way, Suite 360K (3rd floor), Tallahassee, FL 32399-0950. Conference attendance for Bidders is optional.

2:00PM 4/28/2014

Deadline to submit questions via the MFMP Sourcing Tool Q&A Board.

2:00 PM 5/05/2014

Department’s anticipated posting of answers to Bidders’ questions within the MFMP Sourcing Tool.

2:00 PM 5/12/2014

Last day to register as a new MFMP vendor and join the event.

2:00 PM 5/19/2014

Deadline to submit bid and all required documents in MFMP

2:00 PM 5/21/2014

Section 1: Introduction

1.1 Bid The State of Florida Department of Management Services’ Division of State Purchasing (Department) is issuing this Invitation to Bid (ITB) to replace the current state term contract (STC) for Capacity Management and Acquisition of Natural Gas Supply; #405-215-04-1. The current STC shall expire on June 30, 2014 with no available renewals. It is the Department’s intention to solicit for, and enter into a contract with, a Contractor(s) who is deemed responsive and responsible according to the criteria defined herein, for the provision of commodities and contractual services described within this solicitation under the authority and criteria established by section 287.057, Florida Statutes (F.S.). Section 287.012, F.S. defines a STC as “a term contract that is competitively procured by the department pursuant to s. 287.057 and that is used by agencies and eligible users (as defined by Rule 60A-1.005, Florida Administrative Code (F.A.C.)).” Rule 60A-1.044, (F.A.C.), defines a STC as “indefinite quantity contracts competitively procured by the Department pursuant to s. 287.057, F.S., available for use by eligible users.” This solicitation will be administered using an e-sourcing tool through MyFloridaMarketPlace (MFMP) Sourcing Tool. Vendors interested in submitting a reply must comply with all of the terms and conditions described in this ITB. Information about submitting a reply can be found in Instructions to Respondents, section 2 of this solicitation. 1.2 Solicitation Objective The current STC for Capacity Management and Acquisition of Natural Gas Supply has an average annual spending volume of $6.5 million. Estimated volume is for informational purposes only and should not be construed as representing actual, guaranteed, or minimum purposes under any new contract. Customers include state agencies and other eligible users. The Department intends to make a single statewide award. However, the Department reserves the right to award to one or multiple Respondents, statewide, or to make no award, as determined to be in the best interest of the State. 1.3 Term The term of the contract will be two (2) years with options to renew for up to three (3) years, or any portion thereof, per section 287.057(13), F.S., incorporated by reference herein. 1.4 Timeline of Events The table below contains the timeline of events for this solicitation. Bidders should become familiar with the Timeline of Events. The dates and times within the Timeline of Events may be subject to change. It is the responsibility of the Bidder to check for any changes. All changes to the Timeline of Events will be made through an addendum to the solicitation and noticed on the Vendor Bid System and within the MFMP Sourcing Tool.

1.5 Order of Precedence In the event of conflict, the conflict will be resolved in the following order of priority (highest to lowest):

Introduction Description of Scope Special Instructions General Instructions Special Contract Requirements General Contract Requirements Attachments

1.6 Procurement Officer The Procurement Officer is the sole point of contact from the date of release of this ITB until 72 hours after the contract award is made.

Procurement Officer for this ITB is: Matthew B. Dempsey Associate Category Manager, Division of State Purchasing Florida Department of Management Services 4050 Esplanade Way, Suite 360, Tallahassee, FL 32399-0950 Phone: (850) 414-6741 Email: Matthew.Dempsey@dms.myflorida.com

1.7 Limitation on Contact with Government Personnel Respondents to this solicitation or persons acting on their behalf may not contact, between the release of this solicitation and the end of the 72-hour period following the agency posting the notice of intended award, excluding Saturdays, Sundays, and state holidays, any employee or officer of the executive or legislative branch concerning any aspect of this solicitation, except in writing to the procurement officer or as provided in the solicitation documents. Violation of this provision may be grounds for rejecting a response.

1.8 ITB Process The ITB is a method of competitively soliciting a commodity or contractual service pursuant to section 287.057(1)(a), F. S. The Department posts an ITB notification on the Vendor Bid System (VBS) to initiate the process and posts the complete solicitation in VBS and the MFMP Sourcing Tool. Vendors must submit questions in writing to the Procurement Officer via the MFMP Sourcing Tool by the date listed in the Timeline of Events, (section 1.4). Once the Department posts the answers to the questions, vendors may begin submitting bids in the MFMP Sourcing Tool. Bids must be submitted by the deadline listed in the Timeline of Events. The Department will open the bids in a public meeting. Once the Department has evaluated the bids, the Department will post a notice of intent to award on the VBS.

1.8.1 Pre Response Conference

Any person requiring a special accommodation due to a disability should contact the Department’s Americans with Disabilities Act (ADA) Coordinator, Dave Wiggins at (850) 922-7535. Requests for accommodation for meetings must be made at least five workdays prior to the meeting. A person who is hearing or speech impaired can contact the ADA Coordinator by using the Florida Relay Service at (800) 955-8771 (TDD). 1.8.2 Question Submission The Department invites interested and registered respondents to submit questions regarding the solicitation by clicking on the “Messages” tab in the MFMP Sourcing Tool during the defined question period. The question period begins in MFMP Sourcing when the Department publishes a solicitation and closes according to the Timeline of Events. The purpose of this question period is to assist the Department in assuring the respondent’s full understanding of the solicitation requirements by providing registered respondent with written binding answers to questions about the solicitation. In order to submit a question, respondents must be registered in MFMP Sourcing and able to access the ‘Messages’ tab in the solicitation dashboard. For information about registering with MFMP Sourcing, please see section 2.2; Special Instructions.

Questions must be submitted via the “Messages” tab within the MFMP Sourcing Tool and must be RECEIVED NO LATER THAN the time and date reflected on the Timeline of Events. Questions shall be answered in accordance with the Timeline [of Events]. All questions submitted shall be published and answered in a manner that all respondents will be able to view. Respondents shall not contact any other employee of the Buyer or the State for information with respect to this solicitation. Each respondent is responsible for monitoring the MFMP site for new or changing information. The Buyer shall not be bound by any verbal information or by any written information that is not contained within the solicitation documents or formally noticed and issued by the Buyer's contracting personnel.”

The Pre-Bid Conference or any other information session (if indicated in the Timeline of Events) will be held at the location referred to in Section 1.4 of this ITB. Special Accommodations

The Department will issue an addendum containing the questions submitted by registered respondents and the written answers of the Department. This addendum will be issued according to the Timeline of Events. 1.8.3 Addenda to the ITB The Department reserves the right to modify this ITB by issuing addenda. Addenda will be posted on the Vendor Bid System (VBS) and the MFMP Sourcing Tool. It is the responsibility of the Bidder to check for any changes. 1.8.4 Modification or Withdrawal of Bid Bidders may modify or withdraw their bid at any time prior to the bid due date. For instructions on how to modify or withdraw bids refer to the link: MFMP Vendor Toolkit or for technical assistance please select this link: MFMP Vendor Help or call (866) 352-3776 1.8.5 Disclosure of Bid Contents All documentation produced as part of the ITB will become the exclusive property of the Department and will not be returned to the Bidder unless it is withdrawn prior to the bid opening in accordance with section 1.8.4. 1.9 Contract Formation The Department will enter into a contract with the awarded Bidder pursuant to section 2.3, Basis of Award. The contract may be composed of the following: contract, terms and conditions (PUR 1000), Description of Scope, the pricing sheet submitted by the Bidder and additional documentation (as required). No additional documents submitted by a Bidder will be incorporated in the contract unless it is specifically identified and incorporated by reference in the attached contract document.

Section 2: Instructions to Respondents

2.1 General Instructions The PUR 1001, The General Instructions to Respondents, is incorporated by reference and provided via the link below.

http://www.dms.myflorida.com/content/download/10026/48851/file/06%20-%20PUR%201001%20General%20Instructions%20to%20Respondents.pdf

In the event any conflict exists between the Special Instructions and General Instructions to Respondents, the Special Instructions shall prevail. 2.2 Special Instructions

2.2.1 MFMP Registration In order to bid, Bidders must have a current vendor registration and be active for “Sourcing Events” within the link: MFMP Vendor Information Portal Website.

The awarded vendor(s) will be required to pay the required transaction fees as specified in section 14 of the PUR 1000, unless an exemption has been requested and approved prior to the award of the contract pursuant to rule 60A-1.032 of the Florida Administrative Code. 2.2.2 MFMP Ordering Instruction e-Invoicing

The Contractor shall supply electronic invoices in lieu of paper-based invoices for those transactions processed through the MFMP within ninety (90) days from the effective date of the amendment. Electronic invoices shall be submitted to the agency through the Ariba Network (AN) in one of three mechanisms listed in section 4.7. 2.2.3 How to Submit a Bid Bidders shall submit their responses to this solicitation via the MyFloridaMarketPlace Sourcing Tool by selecting this link: MFMP Sourcing 3.0 Login. Bidders must have a current vendor registration and be active for “Sourcing Events” within the link MFMP Vendor Information Portal. Bidders should download the MFMP Participation Instructions to Bidder, for detailed instructions on how to participate within the MFMP Sourcing Tool 3.0.

The Response shall include all appropriate pricing, discounts, documents, forms, files, question responses, and information responses located within the MFMP Sourcing Tool for the solicitation. All required or requested pricing, discounts, documents, forms, files, question responses, and information responses will be entered electronically in the MFMP Sourcing Tool during this solicitation as indicated.

2.2.4 Sourcing Tips and Training

2.2.4.1 After logging into MFMP Sourcing 3.0, “My Events” lists all events the vendor already chose to “Join” (i.e., you intend to submit a formal response).

2.2.4.2 “Public Events” lists those events associated with the vendor’s registered commodity codes listed in their Vendor Information Portal (VIP) accounts, but the vendors have not yet “Joined.”

2.2.4.3 Joining an event moves the event from “Public Events” to “My Events,” allows the vendor to submit questions about the event, and alerts vendors to any associated updates (e.g., addenda, event edits, etc.). 2.2.4.4 Vendors must join an event to submit responses to solicitations.

2.2.4.5 To respond to a solicitation, respondents must review and accept the electronic agreement on the “Review and Accept Agreement” page. Click the radio button next to, “I accept the terms of this agreement.”

2.2.4.6 When responding, save work frequently – at intervals less than 20 minutes. Sourcing 3.0 automatically times out after 20 minutes of inactivity. Any unsaved information will be lost when the system times out.

2.2.4.7 Clicking the “Save” button within Sourcing 3.0 only saves solicitation responses.

2.2.4.8 To transmit responses to the state, vendors must click “Submit Entire Response.” After clicking the “Submit Entire Response” button, vendors are responsible to verify and validate any submitted response in Sourcing 3.0 to assure their responses are accurate and complete prior to the bid closing time. 2.2.4.9 Vendors should allow sufficient time, prior to the Solicitation event period closing, to address any errors and resubmit revised responses.

2.2.4.10 To validate responses, please do the following before the Solicitation period ends:

Click the “Response History” link to confirm that your “submitted” response is visible, and, therefore, formally submitted.

Confirm that a status of “Accepted” displays next to your submitted response.

Click on the Reference number of your submitted bid response to review the submission.

Please check the following: o Text boxes – Is your entire answer viewable? o Yes/No questions – Are the displayed answers correct?

2.2.5 Learn More about Sourcing For technical assistance, contact the MFMP Customer Service Desk (CSD) at (866) 352-3776 or by email at VendorHelp@MyFloridaMarketPlace.com. For additional information regarding vendor online training or to view MFMP Sourcing training documents select the hyperlink, MFMP Vendor Toolkit. Bidders will submit their bids electronically via the MFMP Vendor Toolkit. The Department will only evaluate bids submitted using the MFMP Sourcing Tool. Bidders must answer the qualification questions listed in section 2.2.7 in order to be able to submit a bid.

Bidders that fail to submit all required information may be deemed non-responsive. Bids shall be prepared simply and economically, providing a straightforward, concise delineation of the contractor’s capabilities to satisfy the requirements of this ITB. The emphasis of each bid shall be on completeness and clarity of content.

Bidders are responsible for submitting their bids by the date and time specified in the Timeline of Events, section 1.4 of this solicitation. The Department will not consider late bids.

2.2.6 Who May Respond In addition to the Qualification Questions per section 2.2.7, Bidders must be an entity with at least five (5) years' experience as capacity manager for Natural Gas whose work has been performed in a satisfactory manner under comparable conditions.

2.2.7 Bidder Qualification Questions Bidders will submit a Yes/No response to the following Qualification Questions within the MFMP Sourcing Tool. A Bidder must meet the qualifications identified in the following Qualification Questions in order to be considered responsive. The Department will not evaluate bids from Bidders who answer “No” to any of the Qualification Questions.

2.2.7.1 Does Bidder certify that the person submitting the bid is authorized to respond to this ITB on Bidder’s behalf?

2.2.7.2 Does Bidder certify that it is not a Convicted Vendor or Discriminatory Vendor as defined in sections 7 and 8 of the PUR 1001?

2.2.7.3 Does Bidder certify compliance with section 9 of the PUR 1001?

2.2.7.4 Does Bidder certify that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List?

2.2.7.5 Does Bidder certify that it will, if awarded, submit to the Department, at least annually, the completed signed Best Pricing Affidavit as required in section 4.16 of this solicitation?

2.2.7.6 Does Bidder have a minimum of at least five (5) years of experience providing the products and services described in this ITB? 2.2.8 Contents of Bid

2.2.8.1 Technical Information Bids are to be organized in sections as directed below. Bidders shall complete each section entirely or the Bidder may be deemed nonresponsive. The following sections of the Bid shall be submitted through the MFMP Sourcing Tool.

The Bid shall be organized as follows:

Tab 1 - Company Information shall contain the following information (Limit 2 pages):

a) Company name and address.

b) The company’s principle place of business. c) An executive summary of the bid. No pricing information should be included in the executive summary.

Tab 2 - Experience and ability to provide capacity management and acquisition of Natural Gas supply and shall contain the following information (Limit 2 pages):

a) Brief history of the company. b) Company’s organizational chart. c) Prior work experience with similar contracts or services managing capacity and acquisition of Natural Gas.

o Furnish names and contact information of a minimum of three customer references for which the Bidder has performed similar work as the present corporate identity, within the past five years.

Upload the Company Information, Experience and Ability HERE

Tab 3 - References and Supporting Documentation

In accordance with 2.2.8.1, Tab 2 c), Bidders shall provide a minimum of three references from businesses or governmental agencies that the Bidder has provided commodities of similar scope and size to the services identified in the ITB. Bidder shall submit legible copies of the purchase orders or invoices which identify each customer. Include the customer name, the name and number of a contact person, the date of the invoice, and the commodity or service purchased. The Department reserves the right to contact the customer regarding the services provided.

Upload the copies of References and Supporting Documentation HERE

Tab 4 - Existing Disputes

Bidders shall identify all contract disputes which the Bidder (including its affiliates, subcontractors, agents, etc.) has had with any customer within the last five years related to contracts under which Bidder provided(s) commodities or services in the continental United States. The term “contract disputes” means any circumstance involving the performance or non-performance of a contractual obligation that resulted in any of the following actions:

identification by the contract customer that Bidder was in default or breach of a duty or performance under the contract; an issuance of a notice of default or breach; the institution of any judicial or quasi-judicial action against Bidder as a result of the alleged default or defect in performance; the assessment of any fines or liquidated damages under such contracts or; if no existing disputes, so specify.

Upload Documentation of Existing Disputes HERE

2.2.8.2 Price Sheet Submission Bidders must download the attached Price Sheet, complete it, and upload it within the MFMP Sourcing Tool. (Attachment A-Contractor’s Pricing Sheet)

Download Price Sheet HERE Upload Price Sheet HERE

2.2.8.3 Other Required Documentation

2.2.8.3.1 Current Department of State Registration Form Bidder shall submit a copy of its registration with the Department of State, which authorizethe company to do business in Florida. 2.2.8.3.2 Current Certifications In the event that the Department’s evaluation results in identical evaluations of replies, the Department will select a Respondent based on the criteria identified in Rule 60A-1.011, Florida Administrative Code. Please provide the following documentation, if applicable.

2.2.8.3.3 Certification of Drug-Free Workplace (Attachment C)

Upload Other Required Documentation HERE 2.2.8.3.4 Out-of State Preference Letter from Attorney Any Bidder who states that its “principal place of business” is outside of this state must submit with its bid a written opinion of an attorney at law, licensed to practice law in that foreign state, that contains information explaining the preferences, any or none, granted by the law of that state to its own business entities whose principal place(s) of business are in that foreign state in the letting of any or all public contracts. For the purpose of this ITB, “principal place of business” means the state in which the Bidder’s high level officers direct, control, and coordinate the Bidder’s activities.

Upload the written opinion of an Attorney at Law HERE 2.2.8.3.5 Savings / Price Reductions Submission Bidder shall submit one accurately completed Savings / Price Reductions form. (Attachment D)

Upload the completed Savings / Price Reductions form HERE

2.2.9 Redacted Submissions The following Subsection supplements Section 19 of the PUR 1001. If bidder considers any portion of the documents, data or records submitted in response to this solicitation to be confidential, proprietary, trade secret or otherwise not subject to disclosure pursuant to Chapter 119, F.S., the Florida Constitution or other authority, Bidder must mark the document as “Confidential” and simultaneously provide the Department with a separate redacted copy of its response and briefly describe in writing the grounds for claiming exemption from the public records law, including the specific statutory citation for such exemption. This redacted copy shall contain the Department’s solicitation name, number, and the

Bidder’s name on the cover, and shall be clearly titled “Redacted Copy.” The Redacted Copy should only redact those portions of material that the Bidder claims is confidential, proprietary, trade secret or otherwise not subject to disclosure.

In the event of a request for public records pursuant to Chapter 119, F.S., the Florida Constitution or other authority, to which documents that are marked as confidential are responsive, the Department will provide the Redacted Copy to the requestor. If a requestor asserts a right to the Confidential Information, the Department will notify the Bidder such an assertion has been made. It is the Bidder’s responsibility to assert that the information in question is exempt from disclosure under Chapter 119, F.S., or other applicable law. If the Department becomes subject to a demand for discovery or disclosure of the Confidential Information of the Bidder in a legal proceeding, the Department shall give the Bidder prompt notice of the demand prior to releasing the information (unless otherwise prohibited by applicable law). The Bidder shall be responsible for defending its determination that the redacted portions of its response are confidential, proprietary, trade secret, or otherwise not subject to disclosure.

By submitting a bid, the Bidder agrees to protect, defend, and indemnify the Department for any and all claims arising from or relating to the Bidder’s determination that the redacted portions of its reply are confidential, proprietary, trade secret, or otherwise not subject to disclosure. If Bidder fails to submit a redacted copy of information it claims is confidential, the Department is authorized to produce the entire documents, data, or records submitted to the Department in answer to a public records request for these records.

2.2.10 Additional Information By submitting a bid, Bidder certifies that it agrees to and satisfies all criteria specified in the ITB. The Department may request, and Bidder shall provide, supporting information or documentation. Failure to supply supporting information or documentation as required and requested will result in disqualification of the bid. 2.3 Basis of Award The contract will be awarded to the responsible and responsive bidder that submits the lowest responsive bid. The Department shall evaluate submissions, and anticipates awarding to the responsible, responsive bidder with the lowest Total Firm Markup to the Indexed Gas Price per MMbtu. (See Attachment A – Contractor’s Pricing Sheet) Total evaluated price shall be determined by the sum of:

Firm Markup for FTS-1, plus Firm Markup for FTS-2, plus renewal term pricing of the Firm Markup for FTS-1 and FTS-2 weighted at .20 for each year.

The Department will consider the total markup for the initial term of the contract, including renewal terms, as submitted by the Bidder and as calculated per the price sheet. (Attachment A) If applicable, any renewal markup requested on the price sheet shall be supplied for ranking purposes only for this solicitation. The Department reserves the right to accept or reject any and all bids, and to waive any minor irregularity, technicality, or omission if the Department determines that doing so will serve the State’s best interest. 2.4 Preference to Florida Vendors If the lowest bid is submitted by a bidder whose principal place of business is located outside the state of Florida, preference shall be applied consistent with section 287.084, F.S.

2.5 Rejection of Bids Bids that do not meet all requirements, specifications, terms, and conditions of the solicitation or fail to provide all required information, documents, or materials may be rejected as not responsive. Bidders whose bids, past performance, or current status do not reflect the capability, integrity, or reliability to fully and in good faith perform the requirements of a contract may be rejected as not responsible. The Department reserves the right to determine which bids meet the requirements of this solicitation, and which bidders are responsive and responsible.

2.6 Public Entity Crime A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017, F.S., for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list.

2.7 Discriminatory Vendors An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity.

Section 3: Description of Scope This contract is for the Capacity Management and Acquisition of Natural Gas Supply for state agencies and Other Eligible Users. The State of Florida has entered into a set of agreements with Florida Gas Transportation (FGT) which arrange for the Firm (non-interruptible) interstate transfer of Gas by reserving capacity (volume of Gas) within the pipeline that extends from South Texas to South Florida. Contractor will provide the Natural Gas that is transported through that pipeline to various points throughout the State of Florida. Contractor shall arrange for the shipping and delivery of that Natural Gas from the main FGT pipeline to the Customers’ locations commencing on the effective date of this contract. Contractor is designated as the “Shipper” in the Department’s agreement with Florida Gas Transmission (FGT) for FTS-1 and FTS-2 firm Natural Gas supply. The FGT Agreements are included as Attachment E and F, respectively.

3.1 Contractor Requirements The Contractor shall meet the following requirements with respect to supplies or services provided under this contract.

3.1.1 The Contractor shall provide the Firm Gas supplies up to the limits and for the term specified on the Customer Purchase Order, subject to the curtailment/interruption plan of firm Gas transportation by regulated Gas transporters. (See section 3.7.2)

3.1.2 Nomination, Scheduling, Dispatching and Balancing of Quantities

3.1.2.1 The Contractor shall receive the purchase orders and nominate equivalent volumes of Gas within the capacities reserved by the state within the FGT pipeline unless the Gas is interrupted or curtailed. (Reference section 3.7.1) 3.1.2.2 The Contractor shall be responsible for the nominating, scheduling and dispatching of Natural Gas for the volume requested on the purchase order. 3.1.2.3 Customer shall be allowed a ± 10% Imbalance tolerance. All volumes consumed within ±10% of volumes requested by Purchase Order will be billed at the Contract price. Customer(s) will be responsible to pay for all Imbalance costs if their consumption falls outside of the ±10% Imbalance tolerance between requested and consumed volumes. Contractor will reimburse Customer(s) for any Imbalance costs and/or penalties that may be charged to Customer(s) due solely to Contractor’s failure to schedule volumes requested by Purchase Order.

3.1.2.4 Contractor shall be responsible for and shall submit nominations for Customer(s) Gas requirements directly to FGT, based upon monthly or daily volume specified by Customer(s). 3.1.2.5 In all events, Customer(s) shall be responsible for notifying Contractor as soon as possible of any planned or unplanned shutdowns, or other circumstances that could alter Customer(s) Gas consumption.

3.1.2.6 Customer(s) or the Department may request that Gas be purchased or sold on Customer(s) behalf, in order to avoid Imbalances and/or penalties. Contractor shall use its best efforts to purchase or sell Gas on Customer(s) behalf. Any In-Day Gas purchased or sold on behalf of Customer(s) shall be purchased or

sold at the then current market price.

3.2 Continuity of Gas Service

3.2.1 The Customer shall have the right to procure Gas or any other form of energy from any other entity in response to any Contractor curtailment(s) or interruption(s) of service regardless of the reason for the curtailment or interruption.

3.2.2 In the event the Contractor interruption or curtailment is not excused by the Contract, the Contractor shall be liable for the additional costs incurred by the Department or the Customer in obtaining replacement Gas or any other form of substitute energy. Such additional cost shall be the difference between the Contract price and the actual cost to the Customer at the Delivery Points for replacement or substitution.

3.2.3 The Department’s exercise of any remedy shall not constitute a waiver by the Department of any other remedy available to it, including, but not limited to, the remedy of termination.

3.3 Warranties and Title

3.3.1 The Contractor warrants before it delivers Gas to an LDC or other delivery means on behalf of the Customer that it has or will secure good and marketable title to the Gas being provided under this Contract and that it has or will have the right, without restriction, to sell such Gas and such Gas is free from liens and adverse claims of any kind. The Contractor agrees to hold the State harmless from any and all third party claims against Contractor's title to Gas delivered to the State. In the event any claim of any character whatsoever is asserted with respect to any Gas supplied under the contract, including, but not limited to, any claim to such Gas or for royalties, taxes, license fees, payments, or other charges thereon, the Contractor agrees to indemnify the State against any and all liabilities, damages, suits, debts, losses, costs, and expenses (including attorney's fees) arising out of or in connection with such claim.

3.3.2 The Contractor shall be deemed in exclusive control and possession of the Gas prior to the delivery thereof to the Delivery Points and shall be responsible for any damages, losses, or injuries caused by the Contractor's handling, receipt, or delivery thereof.

3.4 Contractor Logistics

3.4.1 The Contractor shall be responsible for the nomination, coordination and scheduling of Natural Gas including completing all arrangements for delivery of the Natural Gas from the Citygate to the Delivery Point.

3.4.2 The Contractor shall obtain the required delivery contract(s) with pipelines, LDC(s) and any local utilities necessary to deliver Gas to the Delivery Points at the facilities listed in Customer Purchase Orders.

3.4.3 The LDC(s) and FGT shall invoice the Contractor directly for all Customer(s) listed in Purchase Orders. The Contractor shall pay said invoices in accordance with the LDC (available from the individual LDC provider) and the FGT tariffs (http://fgttransfer.energytransfer.com/ipost/FGT/tariff/). Such LDC charges will be passed through to the Customer(s) without markup.

3.5 Unit of Measurement and Metering Base The unit of measurement for billing purposes shall be per MMbtu for each Customer as provided to the Contractor by the LDCs or the Transportation Pipelines. 3.6 Governmental Rules, Regulations, and Authorizations The Contractor shall file and pay for any filings covering this proposed Contract with the applicable Federal, State, or local regulatory authority, and shall prosecute diligently all applications, notices, or reports required which are to be filed on behalf of the State and itself in order to supply and deliver Gas to the facility.

3.7 Curtailment/Interruption Procedure

3.7.1 Within ten (10) days after the effective date of the Contract, the Contractor shall submit for the Department’s approval a Curtailment/Interruption Plan designed to ensure that the Department receives reasonable advance notice of projected interruptions or curtailments of Gas service. (See section 3.1.1)

3.7.2 The Department acknowledges that Gas supplied under this Contract is subject to curtailment when necessary to protect the health and safety of or to maintain service to regulated transporters' higher priority Customers. In the event a curtailment becomes necessary, the Contractor shall perform such curtailment in accordance with the transporter's applicable rules in effect and on file with the regulatory agency and will use its best efforts to curtail all Customers of the same classification in the immediate vicinity proportionately. In the event a curtailment of delivery shall become necessary or advisable, the Contractor shall, as soon as possible prior to the actual curtailment, notify the Department by telephone, facsimile, e-mail, or other means, of the nature, extent, and probable duration of such curtailment. In the event a curtailment under this paragraph is effected, such curtailment shall not be the basis for any claim for damages sustained by the Department. The Contractor shall not curtail the Gas suppliers to the Department in order to divert Gas to other Customers of the Contractor. 3.8 Refunds or interest related to service provided Should the Contractor receive any refund or interest related to the service or commodity provided under this contract, the Contractor shall include a credit on the Customer(s) next invoice. The entire dollar amount will be credited without any deduction unless authorized by the appropriate regulatory body.

3.9 Invoicing 3.9.1 The LDC(s) and/or the Natural Gas Transmission Company(s) shall invoice the Contractor directly for all Customer(s) listed in Purchase Orders and such invoices shall be passed through to the Customer without markup. 3.9.2 Invoicing shall be based on volumes requested by Customer(s) on their Purchase Orders. Any Imbalances shall be reconciled monthly (cashed out) and applied to the Customer(s) invoice according to the rules shown in the applicable FGT Tariff.

3.9.3 The Contractor shall provide, and submit timely, monthly invoices to the facility listed on each Purchase Order issued pursuant to this Contract. A copy of each such invoice shall be e-mailed to the Department.

3.9.4 The volumes used in the monthly invoices shall be based on MMbtu’s of Gas actually delivered to the facility(s).

3.9.5 The monthly invoices shall provide at a minimum the following information:

Location of the Customer; Monthly volumes in MMbtu; Fixed cost MMbtu and total fixed cost; Indexed Gas Price per MMbtu and total Gas Price; Interstate transportation rate and cost; Interstate transportation fuel/shrinkage factor and cost; Local transportation rate and cost; Local transportation fuel/shrinkage factor and cost; Additional discounts received; New facility charges; Refunds; Total cost of delivered Gas; MFMP Transaction Fee; The Contractor shall supply all the data, calculations, and documents used in computing charges in the Transportation Costs and the monthly Indexed Gas Price.

Section 4: Contract Conditions

4.1 General Contract Requirements The General Instructions to Respondents, PUR 1000 (General Contract Conditions) is incorporated by reference and provided via a link below.

http://www.dms.myflorida.com/content/download/1907/8062/version/9/file/1000.doc

4.2 Special Contract Requirements The Special Contract Requirements are provisions that relate directly to the performance of this contract. 4.2.1 Definitions

4.2.1.1 Baseload - The volume of Gas requested for purchase and communicated by Shipper or Shipper’s Agent at least six (6) business days prior to the start of each month, a portion of which may include Shipper’s fixed price volumes for such month. This volume will be divided equally among all the days in a month.

4.2.1.2 British thermal unit (btu) -The quantity of heat required to raise temperature of one (1) pound avoirdupois of pure water from 57.5 degrees F (57.5°F) to 58.5 degrees F (58.5°F) at a constant pressure of 14.73 psia

4.2.1.3 Capacity Management and Acquisition - The management and utilization of transportation entitlements and nominations to achieve the lowest overall delivered price of Natural Gas. Capacity manager performs the logistical transport coordination from the Florida Gas Transmission Company (FGT) pipeline to the end user (Customer). Capacity management includes, but is not limited to, nominations, acquisition, shipping, consolidation, delivery coordination, reconciliation, invoicing and ensuring appropriate Natural Gas nominations to minimize imbalances and tariffs or penalties.

4.2.1.4 Contractor – The successful bidder who is awarded the resultant contract under this solicitation for the Capacity Management and Acquisition of Natural Gas. Contractor is also known as the “Shipper”.

4.2.1.5 Curtail or Curtailment - Gas service of a firm nature that is reduced or stopped for a period of time pursuant to an order issued and approved by authorized utility regulatory body.

4.2.1.6 Dekatherm - One million (1,000,000) British thermal units, abbreviated 1 Dth or MMbtu, equal to 10 therms and shall be the standard unit for purposes of nominations, scheduling, invoicing and balancing. The standard term under this contract is MMbtu.

4.2.1.7 Delivery Point – The Natural Gas metering points located at the facility where the Gas is delivered and the State takes possession. A specific delivery point shall be designated in each purchase order for Natural Gas for each different site to which the Gas is to be supplied. 4.2.1.8 Direct Connection or Citygate - The point in which Gas is delivered directly to the customer’s from the interstate pipeline (direct connection) or the point in which the gas is delivered from the interstate pipeline to the Local Distribution Company (Citygate) for transportation to the customer’s location.

4.2.1.9 Federal Energy Regulatory Commission (FERC) or any successor agency or body, including the Congress, which has authority to regulate the rates and services of interstate pipelines.

4.2.1.10 Florida Gas Transmission (FGT) - The Company in charge of the Interstate Pipeline extending from south Texas to South Florida. FGT is the transporter of Natural Gas. 4.2.1.11 Firm Gas - An obligation to provide continuous year-round Gas. 4.2.1.12 In-Day Gas - Includes any volume of Gas requested between 9:30 am EST, and 4:00 pm EST on the business day of Gas flow. Availability of the purchase or sale of In-Day Gas is not assured and must be confirmed before availability is guaranteed. 4.2.1.13 Imbalance -The difference between Customer requested volumes of Gas and volumes of Gas consumed.

4.2.1.14 LDC - Local Gas Distribution Company

4.2.1.15 Natural Gas or Gas - Natural Gas produced from gas wells, gas produced in association with oil (casing head) and/or the residue gas resulting from processing either casing head gas and gas well gas, or both, of the quality specified herein.

4.2.1.16 Other Eligible Users - An eligible user that is not a State agency as defined in Rule 60A-1.005, Florida Administrative Code (F.A.C.).

4.2.1.17 Swing Gas - Volumes of Gas above the Baseload volume of Gas on any day that Customer(s) requests delivery of by 9:30 am EST on the business day immediately the day before the Gas is to flow.

4.2.1.18 Turnback Gas - Volume of Gas that the Customer elects to turn back to the Contractor. 4.3 Pricing Generally, the pricing of this contract will be composed of the following elements:

4.3.1 Index Gas Price The Contractor shall charge the Customer for the Gas delivered to the Customer each month at the FERC Index Gas Price per MMbtu applicable for that month based on the average daily rate specified for FGT Zones 1, 2 & 3. The Indexed Price is an average of published prices and if any one published price was not published for that date, the applicable remaining Indexed Prices published for that date are used to determine the average Indexed Gas Price.

If the Indexed Gas Price or “Inside FERC's Gas Market Report” ceases to be published, or its method of derivation is substantially altered, the Department and the Contractor shall mutually agree on an appropriate substitute. If the Department determines that the Indexed Gas Price used to determine the monthly average fails to reflect market conditions, the Department may request an amendment to the contract to specify use of a mutually agreeable substitute effective on mutually agreed upon date.

4.3.2 Interstate Transportation Tariff The Contractor shall charge the Customer the amount equal to the Interstate Tariff(s) charged by Florida Gas Transmission (FGT) for the transmission of the Natural Gas through its system of pipelines to the Direct Connection or Citygate. The amount of the tariff will be determined based on the Class of Allocation Firm Transportation System (FTS) according to FGT Transporter’s General Terms and Conditions stated within the hyperlink FGT Tariff . 4.3.3 Firm Markup The Firm Markup will consist of all costs associated with the acquisition of the Natural Gas; the management of the capacity and allocation of the Natural Gas and any administrative costs associated with the management of these functions, and profit. The Firm Markup as shown on the Price Sheet (Attachment A) shall not change during the term of this contract.

4.3.4 Conversion Fees Conversion Fees are the costs associated with converting the existing facility from other sources of energy to Natural Gas. These charges may include installation of pipe or other plumbing fixtures to facilitate the delivery of Natural Gas to the Customers’ final location. The amount and extent of these charges shall be determined through mutual agreement of the Customer and the Contractor at the time the individual Customer order is placed and shall not be included in the Firm Markup. 4.4 Credit for Turnback Gas For Turnback Gas that the Customer elects to turn back by the deadline for Swing Gas for the same day of flow, the amount credited to Customer's account shall be lowest of the published Gas Daily Midpoint Index prices for FGT Zones 1, 2 or 3 for the day the Gas is to be turned back, reduced by an additional $.05 per MMbtu. This amount is then increased by the pipeline fuel percentage, and any applicable Transporter's usage. (Refer to the FGT Tariff.) For Turnback Gas that Customer notifies the Contractor after the deadline (for Swing Gas for the same day of flow) the amount credited to Customer's account shall be either (i) the daily Market Price reduced by an additional $.05 per MMbtu for the day the Gas is to be turned back, or (ii) shall be included on the Customer's monthly Imbalance. Customer must choose either of these options at the time Turnback Gas is requested. 4.5 Indemnification It is understood by the parties hereto that the Contractor shall be deemed to be in possession of Gas scheduled hereunder and responsible for any damage or injury caused thereby prior to the time the same shall have been delivered to the Customer. After delivery of Gas to the Customer’s Delivery Point, Customer shall be deemed to be in exclusive control of the Gas purchased. 4.6 Routine Communications All routine communications and reports shall be addressed to the persons identified below. Written communications may be by e-mail, regular mail, or other reliable delivery service.

For the Contractor: Name: Company: Address: E-Mail: Telephone No. Facsimile No.

For the Department:

Karla Dixon, Contract Manager Department of Management Services Division of State Purchasing 4050 Esplanade Way, Suite 370 Tallahassee, Florida 32399-0950 E-mail: Karla.Dixon@dms.myflorida.com Telephone No.: 850-487-2304 Facsimile No.: 850-488-5498

4.7 Electronic Invoicing The following provisions apply in addition to section 15, of the PUR 1000. The Contractor shall supply electronic invoices in lieu of hard copy invoices for those transactions processed through MFMP. Contractor agrees, upon Department’s request, to establish electronic invoicing within 90 days of written request. 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. Electronic invoices shall be submitted to the Customer through the Ariba Network (AN) in one of the three mechanisms listed below. 4.7.1 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 AN for catalog and non-catalog goods and services. The cXML format is the Ariba preferred method for electronic invoicing. 4.7.2 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 electronic invoicing via the AN for catalog and non-catalog goods and services. 4.7.3 PO Flip via AN The online process that allows Contractors to submit invoices via the AN for catalog and non-catalog goods and services. Contractors have the ability to create an invoice directly from their Inbox within their

AN account by simply “flipping” the PO into an invoice. This option does not require any special software or technical capabilities. 4.8 Return of Funds The Contractor shall return to the Customer any overpayments made to the Contractor due to unearned funds or funds disallowed that were disbursed to the Contractor by the Customer and any interest attributable to such funds pursuant to the terms and conditions of this contract. In the event that the Contractor or its independent auditor discovers that an overpayment has been made, the Contractor shall repay the overpayment immediately without notification from the Customer. In the event that the Customer first discovers an overpayment has been made, the Customer will notify the Contractor in writing of such findings. Should repayment not be made within 30 days, the Contractor will be charged interest at the lawful rate of interest on the outstanding balance after Customer notification or Contractor discovery. 4.9 Financial Consequences for Nonperformance 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 this contract. These consequences for non-performance shall not be considered penalties. (See section 4.24, Reporting) 4.10 Compliance The Contractor shall 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, Chapter 287 F.S., and Rule Chapter 60A of the Florida Administrative Code govern the contract. The Contractor shall comply with Section 274A of the Immigration and Nationality Act, the Americans with Disabilities Act, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran’s status. Violation of any laws, rules, codes, ordinances, or licensing requirements shall be grounds for contract termination or nonrenewal of the contract. 4.11 Insurance Requirements During the Contract term, the Contractor at its sole expense shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract, which, as a minimum, shall be: workers’ compensation and employer’s liability insurance per Florida statutory limits, as legislatively amended, during the life of this contract, covering all employees engaged in any Contract work; commercial general liability coverage on an occurrence basis in the minimum amount of $1,000,000 (defense cost shall be in excess of the limit of liability), naming the State insurance covering all vehicles, owned or otherwise as an additional insured; and automobile liability, used in the Contract work, with minimum combined limits of $1,000,000, including hired and non-owned liability, and $10,000 medical payment. Providing and maintaining adequate insurance coverage is a material obligation of the Contractor and is of the essence of the Contract. Upon request, the Contractor shall provide certificate of insurance. The Contract shall not limit the types of insurance Contractor may desire to obtain or be required to obtain by law. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor’s liability and obligations under the Contract. All insurance policies shall be through insurers authorized to write policies in Florida.

4.12 Notice of Legal Actions The Contractor shall notify the Department of any legal actions filed against it for a violation of any laws, rules, codes ordinances, or licensing requirements within 30 days of the action being filed. The Contractor shall notify the Department of any legal actions filed against it for a breach of a contract of similar size and scope to this contract within 30 days of the action being filed. Failure to notify the Department of a legal action within 30 days of the action shall be grounds for termination or nonrenewal of the contract. 4.13 Public Records 4.13.1 Access to Public Records The Contractor shall allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with the Contract, unless the records are exempt from Article I, Section 24(a), Florida Constitution or section 119.07(1), F.S. The Department may unilaterally terminate the Contract if the Contractor refuses to allow public access as required in this section. 4.13.2 Redacted Copies of Confidential Information If Contractor considers any portion of any documents, data, or records submitted to the Department to be confidential, proprietary, trade secret or otherwise not subject to disclosure pursuant to Chapter 119, F.S., the Florida Constitution or other authority, Contractor must – upon request, provide the Department with a separate redacted copy of the information it claims as Confidential and briefly describe in writing the grounds for claiming exemption from the public records law, including the specific statutory citation for such exemption. This redacted copy shall contain the Contract name and number, and shall be clearly titled “Confidential.” The redacted copy should only redact those portions of material that the Contractor claims is confidential, proprietary, trade secret or otherwise not subject to disclosure. 4.13.3 Request for Redacted Information In the event of a public records or other disclosure request pursuant to Chapter 119, F.S., the Florida Constitution or other authority, to which documents that are marked as “Confidential” are responsive, the Department will provide the Contractor-redacted copies to the requestor. If a requestor asserts a right to the Confidential Information, the Department will notify the Contractor such an assertion has been made. It is the Contractor’s responsibility to assert that the information in question is exempt from disclosure under Chapter 119, F.S., or other applicable law. If the Department becomes subject to a demand for discovery or disclosure of the Confidential Information of the Contractor under legal process, the Department shall give the Contractor prompt notice of the demand prior to releasing the information labeled “Confidential” (unless otherwise prohibited by applicable law). Contractor shall be responsible for defending its determination that the redacted portions of its response are confidential, proprietary, trade secret, or otherwise not subject to disclosure. 4.13.4 Indemnification for Redacted Information Contractor shall protect, defend, and indemnify the Department for any and all claims arising from or relating to Contractor’s determination that the redacted portions of its response are confidential, proprietary, trade secret, or otherwise not subject to disclosure. If Contractor fails to submit a redacted copy of information it claims is Confidential, the Department is authorized to produce the entire documents, data, or records submitted to the Department in answer to a public records request or other lawful request for these records

4.13.5 Public Records Clause for Department Contracts If, under this contract, the Contractor is providing services and is acting on behalf of the Department as provided under section 119.011(2), F.S., the Contractor, subject to the terms of section 287.058(1)(c), F.S., and any other applicable legal and equitable remedies, shall: 4.13.5.1 Keep and maintain public records that ordinarily and necessarily would be required by the Department in order to perform the service.

4.13.5.2 Provide the public with access to public records on the same terms and conditions that the Department would provide the records and at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law.

4.13.5.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law.

4.13.5.4 Meet all requirements for retaining public records and transfer, at no cost, to the Department all public records in possession of the Contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Department in a format that is compatible with the information technology systems of the Department.

4.14 Cancellation The Department may unilaterally cancel this contract for refusal by the service provider to comply with this section by not allowing public access to all documents, papers, letters, or other material made or received by the contractor in conjunction with the contract, unless the records are exempt from Article 1, Section 24(a), Florida Constitution and Chapter 119.07(1), F.S.

4.15 Intellectual Property The parties do not anticipate that any Intellectual Property will be developed as a result of this contract. However, any Intellectual Property developed as a result of this contract will belong to and be the sole property of the state. This provision will survive the termination or expiration of this contract. 4.16 Best Pricing Affidavit Requirement The Department will provide the Best Pricing Affidavit, incorporated by reference, for completion by an authorized representative of the Contractor attesting that the Contractor is in compliance with the best pricing provision in section 4(b) of the PUR 1000 form. The Contractor agrees to submit to the Department, at least annually, the completed Best Pricing Affidavit (Attachment G). 4.17 Scrutinized Company List Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to s. 215.473, F.S. Pursuant to section 287.135(5), F.S., Contractor agrees the Department may immediately terminate this contract for cause if the Contractor is found to have submitted a false certification or if Contractor is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List during the term of the Contract.

Part Number/SKU Your product part number if applicable

Item / Service Name Given name of Item or Service

MFG Manufacturer, Publisher, Service Provider

Item Category Description of the product category, according to attached table

Item Subcategory

Additional grouping for item

Product Description Additional detail for item

Customer Name State Agencies, Universities, Political Subdivisions, Other Eligible Users

UNSPSC United Nations Standard Products and Services Code

Florida Commodity Code Florida Commodity Code

UOM Unit of Measure

UOM Description Description of unit of measure (see example)

Volume Quantity Number of items/services purchased/provided Order date

4.18 Records Retention The Contractor shall 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 the Contract. Contractor shall retain all documents related to this Contract in compliance with the rules of the Florida Department of State. 4.19 Gifts The Contractor agrees that it will not offer to give or give any gift to any State of Florida employee. This Contractor will ensure that its subcontractors, if any, will comply with this provision. 4.20 Vendor Ombudsman A Vendor Ombudsman, whose duties include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from a state agency, may be contacted at (850) 413-5516, or by calling the Department of Financial Services Consumer Hotline at 1-800-342-2762. 4.21 Monitoring by the Department The Contractor shall permit all persons who are duly authorized by the Department to inspect and copy any records, papers, documents, facilities, goods, and services of the Contractor that are relevant to this Contract, and to interview clients, employees, and subcontractor employees of the Contractor to assure the Department of satisfactory performance of the terms and conditions of this Contract. Following such review, the Department will deliver to the Contractor a written report of its finding, and may direct the development, by the Contractor, of a corrective action plan. This provision will not limit the Department’s termination rights. 4.22 Business Review Meetings The Department reserves the right to schedule business review meetings as frequently as necessary. The Department will provide the format for the Contractor’s agenda. Prior to the meeting, the Contractor shall submit the completed agenda to the Department for review and acceptance. The Contractor shall address the agenda items and any of the Department’s additional concerns at the meeting. Failure to comply with this section may result in the Contract being found in default and termination of the Contract by the Department or nonrenewal of the Contract. 4.23 E-Verify Pursuant to State of Florida Executive Order Number 11-116, Contractor is required to utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment of all new employees hired by the Contractor during the Contract term. Also, Contractor shall include in related subcontracts a requirement that subcontractors performing work or providing services pursuant to the Contract utilize the E-Verify system to verify employment of all new employees hired by the subcontractor during the Contract term. 4.24 Reporting (Reference section 4.9, Financial Consequences for Non-Performance.) 4.24.1 Contract Quarterly Reports The Contractor agrees to submit a sales report on a Quarterly basis to the DMS Contract Manager. Reporting periods coincide with the State Fiscal Year:

Quarter 1- (July September) ‐ Quarter 2 - (October December) ‐ Quarter 3 (January March) ‐ ‐ Quarter 4 - (April June ‐

4.24.2 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 this contract.

Each Quarterly Sales Report shall be in Excel format and shall include: Contractor’s Name and contact information as required on the Department of Management Services “Contract Quarterly Report” (Attachment B)

Detail of time period covered by included data Total sales including detail of list price and contract price Transaction detail will include the following, as applicable:

b) Failure to provide quarterly and annual sales reports, (including zero sales), within thirty (30) calendar days following the end of each quarter (January, April, July and October) and at the end of each contract year may result in the Department exercising its authority under section 4.9, Financial Consequences for Nonperformance of the contract, which may include being

found in default. An amount of $250 for each day delinquent may be withheld from Contractor’s invoice. Initiation and submission of the Contract Sales Summaries are to be the responsibility of the Contractor without prompting or notification email to the DMS Contract Manager.

4.24.3 Diversity Reporting The State of Florida is committed to supporting its diverse business industry and population through ensuring participation by minority, women, and veteran owned business enterprises in the economic life of the State. The State of Florida Mentor Protégé Program connects minority-, women-, and veteran business enterprises with private corporations for business development mentoring. We strongly encourage firms doing business with the State of Florida to consider this initiative. For more information on the Mentor Protégé Program, please contact the Office of Supplier Diversity at (850) 487-0915 or email: osdhelp@dms.myflorida.com. Upon request, the Contractor shall report to the Department, spend with certified and other minority business enterprises. These reports will include the period covered, the name, minority code and Federal Employer Identification Number of each minority vendor utilized during the period, commodities and services provided by the minority business enterprise, and the amount paid to each minority vendor on behalf of each purchasing agency ordering under the terms of this Contract. 4.24.4 Transaction Fee Reports The Contractor is required to submit timely monthly Transaction Fee Reports in electronic format. 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 Vendors 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 at the email address hyperlink: MFMP Customer Service Desk Email, or telephone 866-FLA-EPRO (866-352-3776) between the hours of 8:00 AM to 5:30 PM Eastern Time. 4.24.5 Monthly Summary Report: The Contractor shall provide to the Department a report that contains a summary of the monthly invoices of each facility. The monthly reports are due to the Department no later than the 10 th of month following the reporting month. This report shall include but is not limited to:

a) State Summary b) Total charge per MMbtu c) State Totals: d) Total MMbtu used by all facilities for the month. e) Total dollar amount charged to each facility for the month. f) Breakdown for each institution (copy of Invoice via e-mail):

Invoice Number; Account Number; Meter Number; Location; City; Billing Period From/To Dates; Fixed Cost per MMbtu;

All Charges; Contract Cost per MMbtu; Current Charges;

o The current rate on all variable costs used to determine the contractors charge to the Customer.

4.25 Default by the Contractor In case of Default by the Contractor, the Department may cancel the Contract for the affected category and procure Gas from other sources. Should the Department retain another Contractor or utility, upon default by the Contractor, the Contractor shall be liable for any penalties assessed for returning to tariff Gas and for the difference in the contract cost of Natural Gas and the tariff rate or cost of Gas supply and delivery from other sources for all Natural Gas used by the facility (in the category) for the remainder of the Contract. 4.26 Force Majeure Except for the payment of money due, neither party shall be deemed in breach or default of this Contract in the event that either party fails to perform pursuant to the terms and conditions of the Contract and the failure is caused by, or is in connection with, force majeure. The party suspending performance shall give prompt notice to the other party and shall attempt to cure promptly the cause for such suspension. Upon cessation of the cause for suspension, performance shall resume (or commence) as soon as reasonably practicable, unless otherwise agreed to by the parties. Notwithstanding any other provision of this contract the parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be entirely within the discretion of the particular party involved.

For purposes of this Contract, the term "force majeure" shall mean acts or events beyond the control of the parties, including, but not limited to, acts of God, strikes, lockouts, or other industrial disturbances, riots, epidemics, landslides, floods, fires, washouts, arrests and restraints, civil disturbances, explosions, breakage of or accidents to pipe lines, failure of equipment or, compliance with acts, orders, regulations or requests of any federal, state or local governmental authority, whether or not of the same class or kind, reasonably beyond the control of either party and which, by exercise of due diligence, such party is unable to overcome.

In the event a force majeure condition exists, or the potential exists for such condition, the Contractor shall inform the Department of the problem at the earliest practical time and present a plan for return to normal service.

Both the Department and the Contractor understand and agree that all Gas provided within the State of Florida comes from the Gulf of Mexico, and as such any force majeure affecting supply from the Gulf of Mexico shall constitute a force majeure for the purposes of this Contract. 4.27 Adding a Customer from the Contract The Department may add or remove a Customer during the term of the contract due to reorganization, new construction, closings, etc. The Contractor shall be notified a minimum of 45 days in advance before any Customer(s) is added to or deleted from the Contract.

4.28 Gross Receipts Taxes Contractor shall be responsible for all taxes upstream of the (accruing prior to the) delivery point. The Customer purchasing Gas shall be responsible for taxes at and downstream of the delivery point. In addition to the foregoing, the State shall be responsible for any and all Gross Receipts Taxes (“GRT”) incurred by either party as a result of this Contract. 4.29 Additional Provisions The provisions of ss. 287.058(1)(a) and (b), F.S., are hereby incorporated by reference.

Section 5: Attachments Attachment A Price Sheet for Bid Submission Attachment B Contract Quarterly Report Template

Attachment C State of Florida Drug Free Workplace Certification

Attachment D Savings/Price Reduction Form

Attachment E Florida Gas Transmission (FGT) FTS-1 Agreement with pricing

Attachment F Florida Gas Transmission (FGT) FTS-2 Agreement with pricing

Attachment G Best Pricing Affidavit