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					The Florida Supreme Court                        Integrated Appellate Court Case Management System

Office of the State Court Administrator




                    Florida Supreme Court
           Office of the State Courts Administrator


                                  Invitation to Negotiate

                         For:
    Integrated Appellate Court Case Management
                       System
         (IACCASE MANAGEMENT SYSTEM)




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The Florida Supreme Court                                                                    Integrated Appellate Court Case Management System

Office of the State Court Administrator




TABLE OF CONTENTS

INTRODUCTION.......................................................................................................................... 3
BACKGROUND............................................................................................................................. 4
SOLUTIONS AND INNOVATIVE IDEAS.................................................................................. 5
SPECIFICATIONS ....................................................................................................................... 8
OTHER REQUIREMENTS ........................................................................................................ 18
STATEMENT OF WORK ........................................................................................................... 20
PROPOSAL PROCESS ............................................................................................................... 23
           Calendar of Events ........................................................................................................................................23
Contact Information Regarding Invitation To Negotiate........................................................... 24
Organizations and Submission of Proposal................................................................................ 25
Withdrawal of a Proposal ............................................................................................................ 26
Receipt of Proposals..................................................................................................................... 26
Lost Proposals .............................................................................................................................. 26
Negotiation Process...................................................................................................................... 26
PROPOSAL PREPARATION..................................................................................................... 27
EVALUATION CRITERIA......................................................................................................... 29
SELECTION COMMITTEE....................................................................................................... 29
POSTING COMMITTEE............................................................................................................ 30
TERMS AND CONDITIONS (MANDATED) ........................................................................... 31
ATTACHMENT A (Vendor Acknowledgement Form).............................................................. 32
ATTACHMENT B (Cost Projection Sheet) ................................................................................ 33

Appendix A Florida State Courts System, Instructions to Respondents.................................... 34
Appendix B Florida State Courts System, General Contract Conditions for Services............. 40
Appendix C Technical Terms and Conditions ............................................................................ 49




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The Florida Supreme Court                                   Integrated Appellate Court Case Management System

Office of the State Court Administrator




INTRODUCTION
The Florida Supreme Court, Office of the State Courts Administrator (OSCA), is soliciting proposals
from qualified vendors with this Invitation to Negotiate to acquire an Integrated Case Management
System for the Appellate Courts of Florida. Specifically, the Florida Appellate Courts are seeking to
acquire technology solutions for capturing, managing, reporting, and maintaining data related to
cases and documents filed in the Appellate Courts of Florida. The system must consist of Electronic
Filing, Document Management System, and Automated Workflow. The eFiling solution must not
cause any additional cost to the persons filing with the courts electronically. All components must
have the ability to interface with Microsoft SharePoint.

The Florida Supreme Court, Office of the State Courts Administrator (OSCA), is seeking
implementation of a Web enabled Case Management System, and public access system that reflects
the business needs – both in terms of process, and data – for the Appellate Courts. The system must
be designed to integrate with the network, and wireless devices such as (Tablets, PDA’s, Treo). The
Florida Supreme Court, Office of the State Courts Administrator (OSCA), desires to acquire a .net
system that integrates all the current business functions and data and provides an improved user
interface reflecting current workflow. The primary goals associated with obtaining a new Case
Management System are as follows:
    •    Increase productivity of appellate court staff by having the most efficient means of entering
         data in the system that reflects the business process at the time of data entry.
    •    Provide the ability to accept documents and filing fees electronically, eFiling.
    •    Improve the quality of appellate case data by standardizing data entry and still allow
         individual courts to track court-specific items.
    •    Improve performance and workflow statistics available to Appellate Court decision makers
         by providing standardized reporting.
    •    Provide document production that exceeds current ability and interfaces with Microsoft
         Word.
    •    Provide document management and the ability to view documents while in the Case
         Management System.
    •    Provide a flexible automated workflow process.
    •    Provide an alert mechanism to allow the user to define processes and timelines that will then
         alert them to take that certain action.
    •    Ticklers (Reminders) – Provide a function for the user to set reminders (ticklers) for the
         completion of events. Provide the ability to tickle multiple items related to a case or a group
         of cases.


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The Florida Supreme Court                                   Integrated Appellate Court Case Management System

Office of the State Court Administrator




BACKGROUND
In 1987, the Appellate Courts of Florida automated the tracking and management of cases.
Designed and developed in-house by the Information Systems development group, the system was
primarily a docket driven system with limited management tools. The system produced reports, but
performed few case management functions. The courts used this system until the mid to late nineties,
when the development group of ISS designed and developed a new window's based Case
Management System.

During the design phase of the windows based system, it was determined that enhanced reporting
and stronger management tools were required. To accomplish this, the system utilizes a relational
database, with major emphasis on data relationships. The sequential docket process was broken into
logical modules. This allowed the user to access specific modules to enter data related to specific
docket types. In other words, to docket a motion, the user would go to the motion module. By
breaking the docket into multiple tables, the system was able to generate reports in a much faster and
accurate manner.

Historically, the appellate courts have been a paper driven society with volumes of paper passing
through the appellate courts each year. Tracking this paper and combining the required documents
to create a case file is a time intensive job. Each appellate court has a clerk’s office, which is
responsible for receiving, identifying, tracking, reviewing for completeness and timeliness, and
combining all of the paper documents submitted and generated relating to a case. The clerk’s office
is also responsible for entering and managing the data stored in the Case Management System. The
data entered into the Case Management System consists of, but is not limited to, Case Style, Case
Type and Case Category Information, Case Parties, Case Attorneys, Interested Parties, Additional
Parties, Fee Information, Lower Court Information, Motions, Case Status Information, Orders,
Responses, Letters, Opinions/Disposition Information, Panels, Briefs, Records, Conference and Oral
Argument Information, Related Cases Information, and Case Notes.

To assist the court with tracking of cases, the system includes a File Tracking module. This sub-
system allows the court to locate a document or file. It is at the courts discretion as to the use of this
sub-system. Another sub-system is the E-Voting system used by the Supreme Court. This
application allows the court to circulate and vote on opinions via the computer.

Over the years, many reports have been created for the appellate courts. The majority of the reports
run on demand by the clerk’s office. The clerks have an Ad Hoc reporting tool, which they can use
to generate specialized reports for their respective courts. Only a couple of the courts take advantage
of this tool, while others request new reports from ISS. Over the past couple of years, the ISS



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The Florida Supreme Court                                Integrated Appellate Court Case Management System

Office of the State Court Administrator



has designed, developed, and deployed a set of web-based reports that are available to the courts.
This reporting system provides varied reports in support of the courts. Reports include, but are not
limited to, Filing Reports, Disposition Reports, Status Reports, Time Period Reports, Performance
Reports, Pending Cases Reports, Cases Perfected Report, Reports by Notice of Appeal and or
Petitions, Reports by County, and Reports by Agency.

The Appellate Courts of Florida use the Microsoft suite of desktop software which includes Word,
Excel, and Exchange. There is no integration of these tools with the Case Management System. The
courts use word processing to create opinions, orders, memos, letters, and summaries. The Supreme
Court also uses the word processor in tandem with the Case Management System to circulate and
vote on opinions.

The current Case Management System, written in PowerBuilder uses Oracle as its database engine,
and continues to provide better service than its predecessor did, but is quickly becoming outdated in
today’s technology driven environment. New technologies, new languages, e-mail, eFiling, and the
Internet all provide enhanced methods of gathering, managing, displaying, and reporting appellate
court data.

The Courts have already acquired the Microsoft Office Professional Suite, SharePoint Portal, and
SQL. The funding available for this system is $1,000,000.00. The Vendor’s proposal shall provide
an individual component cost, as well as a total system cost.

Proposals exceeding the budgeted amount will not qualify for evaluation.


SOLUTIONS AND INNOVATIVE IDEAS
The goal of this Invitation to Negotiate is to select a vendor to provide and implement an integrated
Case Management System solution. The integrated Case Management System involves four major
functional areas. The first area involves, user interface, data management, event management, alerts,
ticklers, document creation and distribution, calendars, anywhere anytime access, document
tracking, recusal management, reporting features, disposition management, and panel management.

The second functional area involves the integration of eFiling with the Case Management System.
The solution provided must include a method of receiving documents and fee payments
electronically. The inclusion of an eFiling system shall not require additional cost to the filing
parties. The eFiling system should have the ability to accept filings in multiple formats, store the
documents until acceptance by the clerk’s office, once accepted by the clerk the system should then
update the Case Management System. The system must include a user interface that assists the filer
in selecting the type of filing.


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The Florida Supreme Court                                   Integrated Appellate Court Case Management System

Office of the State Court Administrator



The third functional area of the Integrated Case Management System involves Document
Management. The system must have a seamless interface with a Document Management System.
The courts are licensed to use the SharePoint Portal software that contains a document management
module. The court plans to use this software, however while this is the courts preferred integration
method, other solutions will be considered as long as the cost of the solution is included in the
overall system. The Document Management System will allow for receiving documents from a
scanner, a word processor, and from the eFiling system. The system will be capable of providing a
link to documents that relate to certain events from within the Case Management System. The
system must have the ability to store and play digital recording.

The fourth functional area involves automated workflow. The workflow software must have a
robust and flexible business process management workflow platform in place to define and optimize
business processes.

With the appropriately designed Case Management System, integrated with eFiling and document
management, and automated workflow, the courts will see an improvement in their overall
efficiency, especially in the areas of data gathering, document creation and distribution, reporting,
and data standardization. The system will allow the courts to take the next logical technical step in
managing, tracking, and producing the judicial work product. By taking advantage of an enhanced
and better-integrated Case Management System, several areas of the Florida Appellate Courts case-
related functions will be enhanced, as follows:

    •    Reduction in the time required to create a new case.

    •    Ability to have documents received electronically and automatically stored and related to the
         correct case in the database and the appropriate docket entry made by the system.

    •    Reduce the amount of (paper document) tracking - if the document is electronic, location is
         known.

    •    Allow the user to take advantage of their desktop software in ways currently not available.

    •    Provide the ability to use the system from anywhere - all that is needed is a connection to the
         Internet.

    •    Reduce the effort required to monitor time sensitive events - the use of alerts and ticklers will
         greatly reduce the need to monitor these items manually.

    •    Improve reporting features.



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    •    Ability to view documents related to certain events, such as view a motion, view a brief,
         view an opinion, view an order, and view a letter from within the Case Management System.

    •    The system must provide a judge recusal.

    •    Enhanced data validation, tighter data edits.

    •    The Court does not want to limit the vendor’s innovations or creativity in preparing a
         proposal to accomplish the specifications outlined in this ITN. Consideration will be given
         to innovative ideas, new concepts, and arrangements other than those requested here. For
         example, these might include unique business features, special services, discounts or terms
         and conditions specific to each vendor. The cost associated with each will be fully disclosed.




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The Florida Supreme Court                                  Integrated Appellate Court Case Management System

Office of the State Court Administrator




SPECIFICATIONS
Appellate Court Case Management System Specifications
Within the scope of the Appellate Case Management System, the following functions are the Core
Requirements. These core functions include the following aspects of appellate case management:

Case Information
    •     The system must display the case number on each screen.
    •    The system must display the case style on each screen.
    •    The system must display the case status on each screen.
    •    The system must display the case type and category on each screen.
    •    The system shall give a warning for any date that is entered that is earlier than the current
         date for tickler events
    •    The system must display the date of filing on each screen.
    •    The system must display the oral argument or conference date if applicable on each screen.
    •    When a user is viewing a case or adding information to a case, the system shall display
         prominently that the case is scheduled for oral argument.
    •    The system must display the lower court number on each screen.
    •    The system must display the fee status on each screen.
    •    The system must display the next required action on each screen (initial brief, answer brief,
         response, assignment, oral argument, opinion release, mandate)
    •    The system must display the panel information on each screen if assigned.
    •    The system must display the date disposed on each screen if disposed.
    •    The system must display the date reinstated on each screen if reinstated.
    •    The system must display the date of the last action on each screen.
    •    When a user is viewing a case or adding information to a case, the system shall prominently
         display to the user if the case is expedited, sealed, confidential, child, or juvenile.
    •    When a case is filed in the Supreme Court from a DCA the Supreme Court should have the
         ability to receive the required data from the DCA in an automated fashion.




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The Florida Supreme Court                                  Integrated Appellate Court Case Management System

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Opinion Voting and Circulation
    •    The system must provide a method of alerting judges, and justices of the need to vote on an
         opinion, motion or any other document the courts decide to vote on. The opinion voting and
         circulation should provide a mechanism to show if an opinion is on rehearing. The system
         must track the votes made and votes required, dates of each vote, and date of each opinion.
    •    The system must track the reason a vote is delayed.
    •    The system must relate a circulating dissenting or concurring opinion to the majority and
         visually display all opinion types and relationships.
    •    The system must provide a method to withdraw an opinion, and track withdrawn opinions.
    •    The system must provide a comment section, for vote comments, opinion comments, and
         other comments.
    •    The system must provide to authorized users a method of viewing and modifying the
         opinion from within the system.
    •    The system must notify by e-mail the clerk’s office and update the vote status when all the
         votes are in.
    •    The system must alert all judges and justices and the clerks office if a judge or justice
         indicated they intend to write an opinion later.
    •    The system must alert the user if there are related cases, and provide the ability to attach an
         opinion to the related cases.
    •    The system must display by judge or justice all cases that requires the judge or justice to
         vote.
    •    The system must indicate the case status of a case when notifying that a case requires votes.
    •    The system must track the history of all votes on opinions.
    •    The system must allow a revised opinion to trigger (a new vote required) if necessary, the
         judge/justice indicating that a new vote is required triggers the necessity.

Case Disposition
   • The system must allow an order to dispose of a case.

    •    The system must provide a method of disposing of, all or designated related cases with one
         disposition.

    •    The system must allow an order to dispose of a motion.



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The Florida Supreme Court                                 Integrated Appellate Court Case Management System

Office of the State Court Administrator



    •    The system must allow an opinion to dispose of a case.

    •    The system must allow an opinion to dispose of a motion.

    •    The system must allow for multiple dispositions on cases.

    •    The system must allow only one active final disposition on a case.

    •    The system must display on one screen the type of disposition, manner of disposition, the panel,
         and the opinion type by panel member.

Reinstatement

    •    The system must capture the reinstatement date of a case.

    •    The system must automatically update the status of the case upon reinstatement.

Case Notes

    •    The system must provide a method to capture case notes.

    •    The system must allow for notes on any docket entry.

Other Events
   • Manage information on events and occurrences that are not a part of the official case docket,
      (miscellaneous items).

Alerts
   • Allow the user to define processes and timelines that will alert users (displays, email, or
       warnings) for Appellate Court users. These alerts will include, but are not limited to:

    •    Alert for walk cases

    •    This is a confidential case

    •    This is a child case

    •    This is an expedited case

    •    This is a sealed case

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The Florida Supreme Court                                     Integrated Appellate Court Case Management System

Office of the State Court Administrator




    •    This case is related

    •    This case has a final disposition

    •    An opinion is circulating

    •    This case has a motion pending

    •    This case has a proposed order

    •    This case is set for oral argument and the date

    •    This case is set for conference and the date

    •    This case is ready to release the mandate

    •    This case is ready to release the opinion

    •    Alert concerning barred litigants. When a litigant's name is entered into the system and the
         litigant is barred, it should ask us whether we want to continue with the case set up

    •    This case has had no activity in specified period.

Attorneys and Parties

     •    The system must provide and manage information about attorneys and case parties and their
          history. Updates for attorneys may come from the Florida State Bar and court clerks.

     •    The system must provide and maintain Attorney/party email information.

     •    The system must provide a multitude of party roles, (example) Pro Se, clerks, judges,
          petitioners, and respondents.

     •    The system must provide search by bar number, name, and or firm name.




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Calendaring

    •    The system must assist the user in scheduling oral arguments for a case, court conference for
         a case, as well as assist the user in assigning cases to Judges and panels.

    •    The system shall send an email to the judge or panel if a motion is filed on a case that is on
         an oral argument calendar.

Case Relationships

    •    The system must provide the ability to relate cases directly to each other for multiple reasons
         or through a common “issue”.

    •    The system will have the ability to schedule all related cases for oral argument if desired.

    •    When docketing, the system must alert the user that the case is related to other cases.

    •    When docketing related cases, the system must have the ability to docket all related cases at
         once.

    •    The system shall allow the user to split apart a consolidated Case.

    •    The system shall allow the user to designate a lead case with an issue if they desire

    •    The system shall allow the user to consolidate cases, and designate one case as a primary
         case, and the others as subservient cases.

    •    When disposing of a case the system must alert the user that the case is related to other cases.

    •    When disposing of a case the system must allow the user to dispose of all or part of the
         related cases with one disposition.

    •    When printing documents the system must have the ability to include all related case
         numbers, if desired by the court.

Check in / Check out

    •    The system must provide the ability to track filings, documents, and files as they move
         between offices.

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Deficiencies
    •    The system must assist the user in recording errors and omissions in documents filed,
         generating a letter/notice to the submitting party that identifies those deficiencies, and
         allowing the user to record when corrected.

Email
    •    The system must use email (OutLook) to notify user of alerts, new filings, and all other areas
         where email may assist in the Case Management System.
    •    The system shall send documents using email (OutLook) if the participant has indicated that
         they would like to receive documents by email and there is a valid email address for that
         participant.
    •    The system shall allow the user to send requests to the trial court for the court record by
         email (OutLook)

Financial
    •    The system must keep information on fees due, and fees paid.
    •    The system must alert the users if a fee is unpaid; and create reports for submission to the
         comptroller.
    •    The system must provide for electronic payment of filing fees and have the ability to track
         partial payments
    •    The system must provide for a receipting and invoicing function.

Milestones & Statuses
    •    The system must maintain a history of changes to statuses and milestones.
    •    The system must track the progress of motions, until disposition of motion.
    •    The system must provide a set of milestone dates for each court case type.

Document Creation
    •    The system must produce case documents using Microsoft Word with pre-defined templates
         merged with data from the database and store them on the server.
    •    The system must have the ability to re-create, print, display, or email any document when
         requested.
    •    The system must provide the ability to create labels and envelopes when required.



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    •    The system must provide the ability to email documents to case parties and attorneys when
         required.
    •    The system shall print envelopes and/or labels for parties who have not indicated that they
         wish to receive documents by email. (Default is always snail mail)
    •    The system shall provide a place to enter a list of case numbers (up to 50), and will print the
         case docket for all cases at one time (w/ page break between cases).
    •    When generating orders, the system shall allow the user to indicate whether the order needs
         the judge's input, or is administratively allowed.
    •    In any instance when generating documents, the system shall allow the user to indicate that
         they want to defer the generation of the document so that it can be done in batch.
    •    The system shall allow the user to request that all deferred documents be generated and
         printed (or emailed).
    •    When printing case documents, the system shall include a case number and page number on
         each page.

Document Management

    •    Sharing documents is one of the most heavily used forms of collaboration within the courts.
         Documents are shared via email attachments, through file servers, printed copies, and word
         processors. The most common reason that the courts collaborate on documents is to ensure
         their review and subsequent approval. Sometimes the review and approval process is
         informal; sometimes it can be a multi person based collaborative review. As mention above,
         the court plans to use the SharePoint Portal software, which contains a document
         management module. However, the vendor should feel free to propose an alternative.

    •    The document management system will interface with the Case Management System, the
         eFiling system, the workflow solution and the Word Processor.


Work Flow Process

    •    To deal with the large number of documents and a large number of collaborative users
         efficiently, a structured workflow that conforms to a courts specific business process is
         required.

    •    An easy-to-use, drag and drop, graphical workflow process designer.



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    •    Activity monitoring and reporting

    •    Intelligent notification and escalation capabilities

    •    Features for creation of complex, document-based collaborative solutions

    •    Custom actions


Docket
         •    The system must provide a method to allow the user to store, view, create, and change all
              the information required in a Court docket.
         •    The system must ensure that the method of docketing is extremely fast and user friendly.
              Allow the user to relate docket entries to other docket entries, and visibly display the
              relationship.

Panel Management
    •    The system must provide a method of creating annual panels of three judges.
    •    The system must provide a user-friendly interface to assist the user in assigning a case to
         panels.
    •    The system must provide a quick and easy method of modifying panel assignments.

Judge Recusal
    •    The system must provide a method of alerting the user when a judge/justice recusal occurs.
    •    The system must provide for easy maintenance to the justices/judges recusal list.

Security
   • Provide security of data and parts of the application so that only authorized users can access
       specific parts of the application or data. Of special importance is to keep the judges’
       assignments and progress on cases tightly controlled.

    •    Active directory

Ticklers (Reminders)
    •    The system must provide a function for the user to set reminders (ticklers) for events that
         need to be done, or should have occurred by a certain time.



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    •    The system shall change a case's status upon the addition or editing of particular events on
         that case.
    •    The system must allow the user to create a reminder (tickler) for a particular future event
         due, including the type of event, date due, person who created the tickler, date created, and
         which party is to fulfill the tickler.
    •    The system must allow the user to display all ticklers on a case while viewing the case, but
         the ticklers are not a part of the case's docket.
    •    The system must calculate due dates in calendar days by adding the # of days to the start date, and if
         the due date falls on a weekend or holiday, the system shall move the due date to the next business
         day.
    •    The system must enforce standard ticklers for all courts.
    •    The system must calculate due dates by calendar days or by court business days.
    •    The system must allow the user to designate whether the calculation of the due date is by
         calendar days or by court business days.
    •    The system must display only open ticklers for a case (including suspended ticklers) unless
         specifically requested otherwise.
    •    The system must allow the user to set multiple ticklers and save them at one time.
    •    The system must allow individual courts to tickle such items, as they deem necessary.
    •    The system must provide statuses on all ticklers when requested.
    •    The system must allow the user to set the start date for the due date calculation, with the
         default being the current date.

Extensibility
•        The system must integrate with eFiling, electronic document management, workflow,
         wireless devices, and desktop applications, where applicable. The system must have the
         capability to migrate to the next level of .Net software.

Public Access
         •    The system must provide a web application that provides court-approved case
              information to the public.
         •    The system must allow the public to find a particular case’s information knowing one or
              more pre-defined parameters (e.g. Case Number, Party Name, etc.)
         •    The system must be accessible through the Internet.



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         •    The system must be developed in the same .net environment as the Integrated Appellate
              Court Case Management System.

Electronic Filing of Documents

         •    The system must provide an eFiling module.

         •    The system must allow attorneys to attach documents to the eFiling system.

         •    The system must allow a maximum of ten documents to be attached at one time.

         •    The system must allow for attorneys access to the electronic filing system through their
              Internet provider. After establishing their identity by providing, a Court assigned user
              identification name and password that could serve as their signature for electronically filed
              documents.

         •    The system must require all the attorneys to indicate the case number that their document
              applies to.

         •    The system must allow for the identification of the party filing the document and the party
              the document is filed on behalf of.

         •    The system must capture and display the type of document (answer, motion, etc.) being filed.

         •    The system must send documents over the Internet to the court's computer, which
              immediately sends a receipt back to the filing party’s screen verifying receipt and acceptance
              of the document.

         •    The system must notify the appropriate clerk of receipt of a new filing for review and
              acceptance.

         •    Upon acceptance and the payment of any required filing fees, the system sends notification to
              the filer that the document has been accepted.

         •    The system must insert a receipt in the financial database for the case affected by the filing if
              a filing fee is required and received.

         • The system must have the ability to automatically create a docket entry and make both the
              updated docket as well as the electronically filed document instantly available to the user.


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         • The system must notify the filer of a document rejection and rejection reason.

         • The system must, upon receipt of a filing, set the date received and the time received by the
              system time and date of the court’s computer.

         • The system must be capable of interfacing with a scanner and storing scanned documents as
           if filed electronically.


Other Requirements
         Publish Oral Argument Calendars to Web
         The scope of this ITN includes the ability to publish oral argument calendars to the court’s
         web site. The method of publishing these documents to the web shall be determined during
         the course of the project by the Vendor and the courts. It will be at the court’s discretion to
         utilize the function.

         Query/Report-Writing Tool
         The scope of this ITN includes recommending, and at the sole discretion of the courts, a
         query and report-writing tool for ad hoc reporting purposes for approximately 50 users.

         Reports
         The scope of this ITN includes developing approximately 100 standard, operational, and
         statistical reports accessed within the application by authorized court staff.

         Recommend an RDBMS
         The courts will use Microsoft SQL database.

         Data Conversion
         The scope of this ITN includes converting all data from the current system. The current data
         resides in an Oracle database. It will be at the discretion of the courts to accept the vendor’s
         solution for data conversion.

         First Year Maintenance and Support
         Within the scope of this project is the first year of maintenance and support for the new
         Integrated Appellate Court Case Management System, public application, document
         management, and e filing for all six appellate courts. The Court anticipates taking over the
         maintenance after successful installation in all courts.



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         Project Management
         The scope of the ITN includes the project planning and project management of the Vendors
         work.

         Knowledge Transfer
         The scope of the ITN includes the knowledge transfer from the Vendor to Florida Supreme
         Court, Office of the State Courts Administrator (OSCA) technical staff. The Florida Supreme
         Court, Office of the State Courts Administrator (OSCA) will assign a team of technical
         personnel to work closely with the Vendor for the duration of the project. It is anticipated
         that the assigned staff will develop the knowledge, skills, and abilities to implement, support,
         and maintain the Integrated Case Management Solution in Florida Courts.

         Work Made For Hire/Software Licensing/Source Code Clarification
         ●    Work Made for Hire (reference Attachment C, Technical Terms & Conditions,
                            Title to Deliverables)
                   A “custom” product is any product that is created under the Contract for the OSCA
                   by the Contractor, as explained under Appendix C. The Integrated Appellate Court
                   Case Management System is a custom product. The parties agree that the Integrated
                   Case Management System Solution is a “Work for Hire,” as defined under Appendix
                   C. Any technology proposed that is not considered to be a custom product, shall be
                   recognized as an “existing work.” Vendors will retain all ownership rights to
                   “existing work”, including trademarks and copyrights.

         ●         Software License Grant, General Information (reference Attachment C,
                         Technical Terms & Conditions)
                   Within the scope of the solution, the OSCA seeks to retain all licenses of all hardware
                   and software technology necessary to support a perpetual use of the proposed
                   solution. OSCA is looking for a right to use, expressed by the owner/manufacturer of
                   the software contained in the proposed solution. Proposals submitted by vendors who
                   do not own the proposed software technology must provide assurances between the
                   technology owner and vendor of the proposed solution (3rd party) to provide all
                   necessary assurances for warranty and right to use.

         ●         Source Code Escrow (reference Attachment C, Technical Terms & Conditions)
                   The source code for the Integrated Appellate Court Case Management System and
                   any work product will become property of the Florida Appellate Courts, and the
                   Office of the State Courts Administrator (OSCA) after acceptance of the system. The
                   vendor will have the capability to market this system outside of Florida; however,
                   within Florida the OSCA will retain ownership.



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         Project Approach
         The vendor will provide a detailed Project Plan with deliverables and Actual Cost Proposal in
         the initial response submission. It anticipated that the Florida Supreme Court would be the
         first court installed, with all other courts following prior to June 2006.
         The Florida Supreme Court, Office of the State Courts Administrator (OSCA) will have the
         discretion to decide whether to continue the project with the Vendor and/or change the scope
         of this project.

         Section 508 Language
         To the extent possible, vendor shall comply with the Section 508 (Title 29 U.S.C. 794d)
         requirement that information technology be accessible to persons with disabilities, including
         both court employees and members of the public.


         Anticipated Future Demands
         Although it is obviously impossible to foresee all future demands, the prediction is that
         expectations will exist for expanded technology projects. The Appellate Case Management
         System requires interfacing with emerging technologies.

Statement of Work
         The Integrated Case Management System, and web interface for external users and the e-
         filing system, and the document management/workflow system are considered parts of the
         same project and the source code for each becomes the property of The Florida Supreme
         Court, Office of the State Courts Administrator upon acceptance. When the term “system” is
         used, it applies to all parts. Vendor will perform, at a minimum, the following work:

         Project Planning
         Set up project management framework
         Develop Final Project Plan
         Plan for system prototyping and testing

         Analysis & Design
         Develop specific business process and technical specifications
         Set up prototyping environment
         Prototype system as needed to assure alignment with business processes
         Develop data conversion and migration protocols
         Develop system security protocols
         Design interfaces



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         Development
         Develop and customize the system, including interfaces
         Develop data conversion software and identify data integrity problems in old system
         Develop implementation strategy

         Testing
         Install the system in a test environment
         Conduct interface testing, network testing, and user acceptance testing of modules
         Conduct data conversion/migration testing, data validation
         Develop implementation plan
         Provide support during testing, and make corrections as needed
         Receive approval for system functions
         Receive approval for data conversion and migration functions

         Implementation
         Install the system in the production environment
         Provide user documentation in electronic form
         Provide on-site training
         Provide on-site support for an agreed-upon time
         Document and report implementation issues
         Implement agreed-upon changes
         Acceptance testing
         Acceptance of the System

         Production & Final Acceptance
         Deliver system documentation
         Provide support during Acceptance Period (90 days)
         Deliver source code

         Maintenance & Support

         Provide one-year warranty of the system after final acceptance of the system. It is
         anticipated that there will be no on-going maintenance required.

Hardware
The Florida Supreme Court, Office of the State Courts Administrator (OSCA) will provide the
hardware. However, the Vendor should recommend the most suitable hardware configuration to
support their solution. The Florida Supreme Court, Office of the State Courts Administrator (OSCA)
reserves the right to purchase and install any recommended hardware and software itself.


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Project Management

The Vendor shall provide a Project Representative who will be available to the Florida Supreme
Court, Office of the State Courts Administrator (OSCA) Project Manager to address project-related
issues. All reports shall be provided electronically. The Vendor’s Project Representative shall
provide:

         Project Work Plan and Schedule
         Track and manage the detailed project work plan and schedule provided in the original
         proposal. The project work plan and schedule must be accessible via the web.

         Change Control
         Maintain a plan and process for change control, and oversee any required change
         management processes.

         Issue Tracking
         Manage ongoing issues tracking and management via maintenance of an Issues Log. The log
         will be accessible via the web, and The Florida Supreme Court, Office of the State Courts
         Administrator (OSCA) Project Manager will be advised via e-mail as issues arise.

         Project Deliverables
         Vendor shall provide the Florida Supreme Court, Office of the State Courts Administrator
         (OSCA) Project Manager, with all associated project deliverables. Vendor payments for
         deliverables will be made at intervals and in percentages agreed to by both parties.




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PROPOSAL PROCESS

Calendar of Events



August 15, 2005                           Distribute ITN to Prospective Vendors and
                                          Advertisement on SCS Web Site

August 24, 2005                           Deadline for Receipt of E-mail Questions
                                          from Potential Vendors (send to Clyde Conrad,
                                          Conrad@flcourts.org
                                          850.487.7980
August 31, 2005                           Written Responses to Questions Issued via
                                          E-mail
September 12th, 2005, 11a.m.              Deadline for Receipt of Proposals:
Eastern Standard Time                     Mr. Tom Long
                                          General Services Manager
                                          Office of the State Court Administrator
                                          General Services Unit
                                          Supreme Court Bldg
                                          500 South Duval Street
                                          Tallahassee, Florida 32399-1900
                                          longt@flcourts.org

October 10-12, 2005                       Vendor Presentations
                                          (Top five Vendors)
October 21, 2005                          Electronically Post Intent to Award




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Contact Information Regarding Invitation To Negotiate

This Invitation to Negotiate (ITN) is issued for the Florida Supreme Court, Office of the State
Courts Administrator.

    General Services Office

         Proposals should be sent to the Issuing Officer below:

         Mr. Tom Long
         General Services Manager
         Florida Supreme Court
         Office of the State Court Administrator
         500 South Duval Street
         Tallahassee, Florida 32399-1900
         Email: longt@flcourts.org
         Phone: 850.487.2373

    Contact for Questions Regarding Invitation to Negotiate

         The contact individual for the submission of questions as specified regarding this Invitation
         to Negotiate, or clarification requests along with the contact information is:

         Mr. Clyde Conrad
         Information Systems Manager
         Office of the State Court Administrator
         500 South Duval Street
         Tallahassee, Florida 32399-1600
         Email: Conrad@flcourts.org
         Phone: 850.487.7980

         All Vendors’ questions must be submitted by e-mail and received on or before the time and
         date specified in the Proposal Time Schedule in this Invitation to Negotiate at the address
         provided above. Answers to submitted questions, will be e-mailed to participating vendors,
         and posted at www.flcourts.org.




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The original and five (5) copies of the Vendor Proposals should be mailed to the following address:

         Office of State Courts Administrator-General Services Unit
         Supreme Court Building
         500 S. Duval Street
         Tallahassee, Florida 32399-1900

Restrictions on Communications with Court Personnel

         Vendors shall not communicate with any judicial court staff, OSCA staff, or other related
         staff members concerning this Invitation to Negotiate, except for the contact persons
         identified in this Invitation to Negotiate. Violation of this requirement may result in the
         rejection of the submitted proposal.

Cost of Proposal Preparation

         All costs associated with the development and submission of a proposal, Vendor question(s),
         and transmittal letter are fully the responsibility of the Vendor.

Sub-Contracting

         A vendor who elects to sub-contract any part of this project will be fully accountable for sub-
         contractor’s responsibilities and deliverables. Vendor will define the sub-contractor’s scope
         of work as strictly defined in this Invitation to Negotiate.

Independent Price Determination

         A Vendor shall not collude, consult, communicate, or agree with any other Vendor regarding
         this Invitation to Negotiate as to any matter relating to the Vendor’s cost proposal.


Organizations and Submission of Proposal
         A Vendor’s proposal must be submitted as described in this Invitation to Negotiate. Each
         proposal must include a signed copy of ITN bidder acknowledgement form (reference
         Attachment A). The proposal must be electronically mailed to the e-mail address given for
         the Issuing Officer, longt@flcourts.org. The electronic version must be in a pdf format, no
         larger than 7MB. Additionally, the vendor must also mail or hand deliver one (1) original,
         clearly marked as the original, and five (5) copies of the proposal under sealed cover to the
         specified mailing address given.


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         The proposal must be received at the address provided in this Invitation to Negotiate no later
         than September 12, 2005 at 11:00am. Any proposal received after this date and time will be
         rejected and returned unopened to the Vendor.

         The outside cover of the package containing the original and copies for the proposal will be
         marked as follows:

                                                    Proposal
                                               (Name of Vendor)
                              Integrated Appellate Court Case Management System
                                                 ITN05-002-CC

         Each proposal submitted in response to the Invitation to Negotiate shall remain binding on
         the Vendor for a period of 30 days after the proposal due date.

Withdrawal of a Proposal

         A Vendor may withdraw a proposal by written notice to the OSCA on or before the exact
         time and date specified for the receipt of the Proposals in this Invitation to Negotiate. Such
         notice is to be submitted to the OSCA contact person at the address specified in this
         Invitation to Negotiate.

Receipt of Proposals

         Each proposal will be dated, time marked, and logged by the OSCA as received. Each will
         also be examined to verify that it is properly addressed and sealed. Any proposal received
         after the specified deadline for receipt of proposals will be rejected and returned unopened to
         the Vendor.

Lost Proposals

         The OSCA will not be responsible for lost or late arriving proposals due to mishandled or
         undelivered postage packages by Vendors selected courier or delivery method.

Negotiation Process

         The OSCA will negotiate among select vendors to obtain their best and final offer. The
         OSCA will reserve the right to return to vendors for further clarification and negotiation until
         completion.


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PROPOSAL PREPARATION

INTRODUCTION

         The proposal submitted by a Vendor must be organized according to the following
         specifications:

         a.        The proposal shall be typed single-spaced and have separate parts, each clearly
                   labeled. The information to be contained in each part is described in the following
                   sections.

         b.        The absence of information or the organization of information in a manner
                   inconsistent with the requirements in this Invitation to Negotiate may result in the
                   rejection of the proposal.

         c.        Requests for extension of the date proposals due in the OSCA will not be granted. It
                   is the Vendor’s responsibility to have the proposal delivered on time.

         d.        Paper submission of proposals shall be on standard paper 81/2” x 11”.

         e.        Electronic submission of proposals shall be in pdf format, no larger than 7MB.

         f.        Proposals shall be limited to 50 PAGES in length, unless prior approval has been
                   obtained from the OSCA to extend the document length. Proposals will not be
                   evaluated on length, but rather clarity and depth.

PROPOSAL REQUIREMENTS

         INTEGRATED APPELLATE COURT CASE MANAGEMENT SYSTEM

         Each Vendor’s proposal shall be entitled “Integrated Appellate Court Case Management
         System” and shall be organized as prescribed in this section. Each section shall bear the
         caption and contain the information and documentation specified below:

         EXECUTIVE SUMMARY

         This section will summarize the Vendor’s understanding of the problem and proposed
         solution and shall provide pertinent information about the Vendor including:




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         •         Description of the company’s primary business with an emphasis on experience
                   working with the courts, experience in integrated criminal justice software
                   applications, related statewide or multi-jurisdictional projects, and/or like projects
                   with technology planning.

         •         Two references where the Vendor has performed engagements for application and
                   system development in the criminal justice area relative to a court system. Vendors
                   without documented experience in the criminal justice area will be affected in the
                   evaluation process.

         STAFF QUALIFICATIONS

         This section shall identify the manager(s)/supervisor(s) to whom the Vendor will assign the
         responsibility for the overall management and coordination of the activities needed to
         complete the project and time estimates for each. The Vendor must identify a project
         manager who will have overall responsibility for the day-to-day operation of the project. For
         each manager/supervisor, curriculum vitae or resume and a description of two projects
         regarding which person held a similar position of responsibility should be attached. The
         name, address, and telephone number of a contact person of the client for whom the project
         was conducted for each such project must be provided.

         SUB-CONTRACTOR REQUIREMENTS, IF APPLICABLE

         •         A description of past working relationship and projects Vendor has performed with
                   sub-contractor(s).

         •         A description of the sub-contractor’s primary business with an emphasis on
                   experience working with the courts, related statewide or multi-jurisdictional projects,
                   and/or similar projects with technology planning.

         •         References for up to two customers where the sub-contractor has performed similar
                   engagements for a court system, preferably a statewide system.

         •         Identify the individuals to whom the Vendor will assign the responsibilities from the
                   sub-contractor. The Vendor must provide the overall management and coordination
                   of the activities performed by the sub-contractor and assumes full responsibilities for
                   performance and actions of the sub-contractor.




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FINANCIAL INFORMATION

         The financial status section shall include information detailing the company’s current
         financial position as well as the financial position of any related companies. Vendor must
         provide a URL referencing most recent audited financial statements, which can be submitted
         electronically, or Vendor can provide copies of the statements. In addition, Vendor is
         requested to provide the most recent Dun and Bradstreet reports (or equivalent) on your firm,
         its partners, and its proposed major sub-contractors (i.e., expected to perform more than five
         percent of the Contract).

REFERENCES

         Vendors must include in submissions three references of similar deliverables within the past
         two years.


EVALUATION CRITERIA

         The following factors will be used to evaluate the selected contractor.
          Element Factor                                                                         Points
          a.        Vendor’s experience with collaborative enterprise solutions, including       25
                    workflow, document management, electronic filing, data capture,
                    analysis, and reporting utilizing the Microsoft Office Suite,
                    Sharepoint, Microsoft SQL and .Net framework.
          b.        Proven success on other projects similar in type, size and complexity        25
                    (confirmed by references). The Vendor shall provide examples
                    describing implementations of like systems utilizing these tools.
          c.        Quality assurance and experience of proposed personnel; ability to           20
                    cover services and respond to court needs. The vendor shall provide
                    resumes of proposed team members.
          d.        Costs as indicated in cost projection sheets                                 15
          e.        Vendor’s financial capacity to timely develop, implement, operate,           15
                    and maintain its proposed solution.


SELECTION COMMITTEE

The Selection Committee will consist of one or more representatives from each respective court
location, i.e., the Supreme Court, 1st DCA, 2nd DCA, 3rd DCA, 4th DCA and 5th DCA.


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POSTING COMMITTEE

         The results of the negotiation process will be posted on the Office of the State
         Courts website at www.flcourts.org, for a period of at least 72 hours.




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Terms and Conditions (Mandated)

A.       Americans with Disabilities Act: Contractor should identify any products that
         may be used or adapted for use by visually, hearing, or other physically impaired
         individuals.

B.       Taxes: The OSCA does not pay Federal excise or sales taxes on direct purchases
         of tangible personal property. The OSCA will not pay for any personal property
         taxes levied on the Contractor or for any taxes levied on employees’ wages.

C.       Compliance with Laws: 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. By way of non-exhaustive example, the State Courts System
         purchasing directives shall apply to the Contract. By way of further non-
         exhaustive example, the Contractor shall comply with section 247A(e) of the
         Immigration and Nationalization Act, the Americans with Disabilities Act, and all
         prohibitions against discrimination on the basis of race, religion, sex, creed,
         national origin, handicap or marital status. Violation of such laws shall be
         grounds for Contract termination.

D.       Independent Contractor Status of Contractor: The Contractor, together with
         its agents, distributors, resellers, subcontractors, officers and employees, shall
         have and always retain under the Contract the legal status of an independent
         contractor, and in no manner shall they be deemed employees of the State or
         deemed to be entitled to any benefits associated with such employment. During
         the term of the Contract, Contractor shall maintain at its sole expense those
         benefits to which its employees would otherwise be entitled to by law, including
         health benefits, and all necessary insurance for its employees, including workers’
         compensation, disability, and unemployment insurance, and provide the OSCA
         with certification of such insurance upon request. The Contractor remains
         responsible for all applicable federal, state, and local taxes, and all FICA
         contributions.




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                                          Attachment A

    OFFICE OF THE STATE COURTS ADMINISTRATOR

                                  VENDOR ACKNOWLEDGMENT

            ALL VENDORS SHALL COMPLETE AND RETURN WITH REPLY


                               Negotiation Number: ITN05-002-CC

       Title: Integrated Appellate Court Case Management System

BY AUTHORIZED SIGNATURE, IT IS HEREBY ACKNOWLEDGED AND
UNDERSTOOD THAT THE GENERAL CONDITIONS AS SET FORTH IN THIS
SOLICITATION DOCUMENT ARE AND SHALL REMAIN NON-NEGOTIABLE.


Company Name:
_______________________________________________________________

Contact Person:
_______________________________________________________________

Address:
_______________________________________________________________

City, State, Zip:
_______________________________________________________________

Telephone:
_______________________________________________________________

Fax Number:
_______________________________________________________________

E-mail address:
_______________________________________________________________

Authorized Signature:                                 Date:
_______________________________________________________________


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                                            Attachment B

                                 COST PROJECTION SHEET
        (Integrated Case Management System, eFiling solution, Document Management
                              software, Workflow software )

Category 1) Integrated Case Management System                                       $

Category 2) Data Conversion                                                         $

Category 3) eFiling solution cost if applicable                                     $

Category 4) Document Management System Cost if applicable                           $

Category 5) Workflow system cost if applicable                                      $

                                     Total Implementation Cost                      $



Standard 8:00-5:00 support                                                          $

                                     Total Support Cost                             $



ICMS System Grand Total                                                             $

                                     Cost for 24x7 support                          $

  1)       Projection sheet must include itemized costs for all mandatory and optional
           components.
  2)        Shared components must be noted, including amount of resources covered.
  3)       The OSCA will determine what level of support will be obtained based on cost.

  Note: A schedule of deliverables and the costs associated will be determined during
  the negotiation process.




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Terms and Conditions
                                                 Appendix A

                                           Florida State Courts System
                                           Instructions to Respondents

     Contents
      1. Definitions.
     2. General Instructions.
      3. Terms and Conditions.
      4. Questions.
     5. Conflict of Interest.
      6. Convicted Vendors.
      7. Discriminatory Vendors.
      8. Respondent’s Representation and Authorization.
      9. Performance Qualifications.
     10. Public Opening.
     11. Electronic Posting of Notice of Intended Award.
     12. Firm Response.
     13. Clarifications/Revisions.
     14. Minor Irregularities/Right to Reject.
     15. Contract Formation.
     16. Contract Overlap.
     17. Public Records.
     18. Protests.


     1. Definitions. The State Court System Purchasing Directives govern Procurement
     within the Judicial Branch. However, we adopt the definitions found in s. 60A-1.001,
     F.A.C. shall apply to this agreement. The following additional terms are also defined:

         (a) “Court” means the State Court System (SCS) entity that has released to
             solicitation.
         (b) “Procurement Officer” means the Court’s contracting personnel, as identified in
             the Introductory Materials.
         (c) “Respondent” means the entity that submits materials to the Court in accordance
             with these Instructions.
         (d) “Response” means the material submitted by the respondent in answering the
             solicitation.
         (e) “Timeline” means the list of critical dates and actions included in the
             Introductory Materials.

     2. General Instructions. Potential respondents to the solicitation are encouraged to
     carefully review all the materials contained herein and prepare responses accordingly.



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3. Terms and Conditions. All responses are subject to the terms of the following sections
of this solicitation, which, in case of conflict, shall have the order of precedence listed:
    • Technical Specifications,
    • Special Conditions,
    • Instructions to Respondents,
    • General Conditions, and
    • Introductory Materials.

The Court objects to and shall not consider any additional terms or conditions submitted
by a respondent, including any appearing in documents attached as part of a respondent’s
response. In submitting its response, a respondent agrees that any additional terms or
conditions, whether submitted intentionally or inadvertently, shall have no force or effect.
Failure to comply with terms and conditions, including those specifying information that
must be submitted with a response, shall be grounds for rejecting a response.

4. Questions. Respondents shall address all questions regarding this solicitation to the
Procurement Officer. Questions shall be answered in accordance with the Timeline. All
questions submitted shall be published and answered in a manner that all respondents will
be able to view. Respondents shall not contact any other employee of the Court or the
State for information with the respect to this solicitation. The Court 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 Court’s contracting
personnel.

5. Conflict of Interest. This solicitation is subject to chapter 112 of the Florida Statutes.
Respondents shall disclose with their response the name of any officer, director,
employee or other agent who is also an employee of the State. Respondents shall also
disclose the name of any State employee who owns, directly or indirectly, an interest of
five percent (5%) or more in the respondent or its affiliates.

6. Convicted Vendors. A person or affiliate placed on the convicted vendor list following
a conviction for a public entity crime is prohibited from doing any of the following for a
period of 36 months from the date of being placed on the convicted vendor list:
    • Submitting a bid or contract to provide any goods or services to a public entity;
    • Submitting a bid on a contract with a public entity for the construction or repair of
       a public building or public work;
    • Submitting bids on leases of real property to a public entity;
    • being awarded or performing work as a contractor, supplier, subcontractor, or
       consultant under a contract with any public entity; and
    • transacting business with any public entity in excess of the Category Two
       threshold amount (25,000) provided in section 287.017 of the Florida Statutes.

7. Discriminatory Vendors. Any entity or affiliate placed on the discriminatory vendor
list pursuant to section 287.134 of the Florida Statutes may not:


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    •    submit a bid on a contract to provide any goods or services to a public entity;
    •    submit a bid on a contract with a public entity for the construction or repair of a
         public building or public work;
    •    submit bids on leases of real property to a public entity;
    •    be awarded or perform work as a contractor, supplier, sub-contractor, or
         consultant under a contract with any public entity; or
    •    transact business with any public entity.

8. Respondent’s Representation and Authorization. In submitting a response, each
respondent understands, represents, and acknowledges the following (if the respondent
cannot so certify to any of following, the respondent shall submit with its response a
written explanation of why it cannot do so).

    •    The respondent is not currently under suspension or debarment by the State or any
         other governmental authority.
    •    To the best of the knowledge of the person signing the response, the respondent,
         its affiliates, subsidiaries, directors, officers, and employees are not currently
         under investigation by any governmental authority and have not in the last ten
         (10) years been convicted or found liable for any act prohibited by law in any
         jurisdiction, involving conspiracy or collusion with respect to bidding on any
         public contract.
    •    To the best of the knowledge of the person signing the response, the respondent
         has no delinquent obligations to the State, including a claim by the State for
         liquidated damages under any other contract.
    •    The submission is made in good faith and not pursuant to any agreement or
         discussion with, or inducement from, any firm or person to submit a
         complementary or other noncompetitive response.
    •    The prices and amounts have been arrived at independently and without
         consultation, communication, or agreement with any other respondent or potential
         respondent; neither the prices nor amounts, actual or approximate, have been
         disclosed to any respondent or potential respondent, and they will not be disclosed
         before the solicitation opening.
    •    The respondent has fully informed the Court in writing of all convictions of the
         firm, its affiliates (as defined in section 287.133 (1)(a) of the Florida Statutes),
         and all directors, officers, and employees of the firm and its affiliates for violation
         of state or federal antitrust laws with respect to a public contract for violation of
         any state or federal law involving fraud, bribery, collusion, conspiracy or material
         misrepresentation with respect to a public contract. This includes disclosure of
         the names of current employees who were convicted of contract crimes while in
         the employ of another company.
    •    Neither the respondent nor any person associated with it in the capacity of owner,
         partner, director, officer, principal, investigator, project director, manager,
         auditor, or position involving the administration of federal funds:




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         ▪       Has within the preceding three years been convicted of or had a civil
                 judgment rendered against them or is presently indicted for or otherwise
                 criminally or civilly charged for: commission of fraud or a criminal
                 offense in connection with obtaining, attempting, to obtain, or performing
                 a federal, state, or local government transaction or public contract;
                 violation of federal or state antitrust statutes; or commission of
                 embezzlement, theft, forgery, bribery, falsification or destruction of
                 records, making false statements, or receiving stolen property; or
         ▪       Has within a three-year period preceding this certification had one or more
                 federal, state, or local government contracts terminated for cause or
                 default.
    •    The product offered by the respondent will conform to the specifications without
         exception.
    •    The respondent has read and understands the Contract terms and conditions, and
         the submission is made in conformance with those terms and conditions.
    •    If an award is made to the respondent, the respondent agrees that it intends to be
         legally bound to the Contract that is formed with the State.
    •    The respondent has made a diligent inquiry of its employees and agents
         responsible for preparing, approving, or submitting the response , and has been
         advised by each of them that he or she has not participated in any communication,
         consultation, discussion, agreement, collusion, act or other conduct inconsistent
         with any of the statements and representations made in the response.
    •    The respondent shall indemnify, defend, and hold harmless the Court and its
         employees against any cost, damage, or expense which may be incurred or be
         caused by any error in the respondent’s preparation of its bid.
    •    All information provided by, and representations made by, the respondent are
         material and important and will be relied upon by the Court in awarding the
         Contract. Any misstatement shall be treated as fraudulent concealment from the
         Court of the true facts relating to submission of the bid. A misrepresentation shall
         be punishable under law, including, but not limited to, Chapter 817 of the Florida
         Statutes.

9. Performance Qualifications. The Court reserves the right to investigate or inspect at
any time whether the product, qualifications, or facilities offered by respondent meet the
Contract requirements. Respondent shall at all times during the Contract term remain
responsive and responsible. Respondent must be prepared, if requested by the Court, to
present evidence of experience, ability, and financial standing, as well as a statement as
to plant, machinery, and capacity of the respondent for the production, distribution, and
servicing of the product bid. If the Court determines that the conditions of the solicitation
documents are not complied with, or that the product proposed to be furnished does not
meet the specified requirements, or that the qualifications, financial standing, or facilities
are not satisfactory or that performance is untimely, the Court may reject the response or
terminate the Contract. Respondent may be disqualified from receiving awards if
respondent, or anyone in respondent’s employment, has previously failed to perform
satisfactorily in connection with public biding or contracts. This paragraph shall not


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mean or imply that it is obligatory upon the Court to make an investigation either before
or after award of the Contract, but should Court elect to do so, respondent is not relieved
from fulfilling all Contract requirements.

10. Public Opening. Responses shall be opened on the date and at the location indicated
on the Timeline. Respondents may, but are not required to, attend other than in response
to a specific Public Records Request. The Court may choose not to announce prices or
release other materials pursuant to s. 119.07(3)(m), Florida Statutes. Any person
requiring a special accommodation because of disability should contact the Procurement
Officer at least (5) workdays prior to the solicitation opening. If you are hearing or
speech impaired, please contact the Court by using the Florida Relay Service at (800)
955-8771 (TDD).

11. Electronic Posting of Notice of Intended Award. Based on the evaluation, on the date
indicated on the Timeline the Court shall electronically post a notice of intended award at
http://www.flcourts.org/gen_public/purchasing/index.shtml. If the notice of award is
delayed, in lieu of posting the notice of intended award the Court shall post a notice of
the delay and revised date for posting the notice of intended award. Any person who is
adversely affected by the decision shall file with the Court a notice of protest within 72
hours after the electronic posting. The Court shall not provide tabulations or notices of
award by telephone.

12. Firm Response. The Court may make an award within sixty (60) days after the date
of the opening during which period responses shall remain firm and shall not be
withdrawn. If award is not made within sixty (60) days, the response shall remain firm
until either the Court awards the Contract or the Court receives from the respondent
written notice that the response is withdrawn. Any response that expresses a shorter
duration may, in the Court’s sole discretion, be accepted or rejected.

13. Clarifications/Revisions. Before award, the Court reserves the right to seek
clarifications or request any information deemed necessary for proper evaluation of
submissions from all respondents deemed eligible for Contract award. Failure to provide
requested information may result in rejection of the response.

14. Minor Irregularities/Right to Reject. The Court reserves the right to accept or reject
any and all bids, or separable portions thereof, and to waive any minor irregularity,
technically, or omission if the Court determines that doing so will serve the State’s best
interests. The Court may reject any response not submitted in the manner specified by
the solicitation documents.

15. Contract Formation. The Court shall issue a notice of award, if any, to successful
respondent(s), however, no contract shall be formed between respondent and the Court
until the Court signs the Contract. The Court shall not be liable for any costs incurred by
a respondent in preparing or producing its response or for any work performed before the
Contract is effective.


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16. Contract Overlap. Respondents shall identify any products covered by this
solicitation that they are currently authorized to furnish under any state term contract. By
entering into the Contract, a Contractor authorizes the Court to eliminate duplication
between agreements in the manner the Court deems to be in its best interest.

17. Public Records. Florida law generously defines what constitutes a public record; see,
for example, section 119.07 of the Florida Statutes. If a respondent believes that its
response contains information that should not be a public record, the respondent shall
clearly segregate and mark the information (for example, placing the material in a
separate electronic file, and including the word “Confidential” in the filename) and
briefly describe in writing the grounds for claiming exemption from the public records
law, including the specific statutory citation for such exemption.

18. Protest. Any protest concerning this solicitation shall be made in accordance with
section 6.10 of the State Court System Purchasing Directives.




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Terms and Conditions
                                               Appendix B

                                        Florida State Court System
                                  General Contract Conditions for Services

     Contents

      1. Definitions.
      2. Invoicing and Payment.
      3. Government Restrictions.
      4. Lobbying and Integrity.
      5. Indemnification.
      6. Limitation of Liability
      7. Suspension of Work.
      8. Termination for Convenience.
      9. Termination for Cause.
     10. Unilateral Termination
     11. Force Majeure, Notice of Delay, and No Damages for Delay.
     12. Scope Changes.
     13. Renewal.
     14. Advertising.
     15. Assignment.
     16. Dispute Resolution.
     17. Employees, Subcontractors, and Agents.
     18. Security and Confidentiality.
     19. Contractor Employees, Subcontractor, and other Agents.
     20. Insurance Requirements.
     21. Warranty of Authority.
     22. Warranty of Ability to Perform.
     23. Notices.
     24. Modification of Terms.
     25. Cooperative Purchasing.
     26. Waiver.
     27. Annual Appropriations.
     28. Execution in Counterparts.
     29. Severability.
     30. Travel

     1. Definitions. The State Court System Purchasing Directives govern Procurement
     within the Judicial Branch. The following additional terms are also defined:

     (a) “Contract” means legally the enforceable agreement that results from a successful
     solicitation. The parties to the Contract will be the Court and Contractor.



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(b) “Court” means the State Court System entity that will procure services directly from
the Contractor under the Contract.

2. Invoicing and Payment. Invoices shall contain the Contract number and the
appropriate vendor identification number. The State Court Systems (SCS) may require
any other information from the Contractor that the State deems necessary to verify any
purchase order placed under Contract. Payment shall be made in accordance with
sections 215.422 and 287.0585 of the Florida Statutes, which govern time limits for
payment of invoices. Invoices that must be returned to a Contractor due to preparation
errors will result in a delay in payment. Contractors may call (850) 488-3730 Monday
through Friday to inquire about the status of payments by SCS entities. The Court is
responsible for all payments under the Contract. A Court’s failure to pay, or delay in
payment, shall not constitute a breach of the Contract and shall not relieve the Contractor
of its obligations to the Department or to other Courts.

3. Governmental Restrictions. If the Contractor believes that any governmental
restrictions have been imposed that require alteration of the material, quality,
workmanship or performance of the products offered under the Contract, the Contractor
shall immediately notify the Court in writing, indicating the specific restriction. The
Court reserves the right and the complete discretion to accept any such alteration or to
cancel the Contract at no further expense to the Court.

4. Lobbying and Integrity. Courts shall ensure compliance with Section 11.062, FS and
Section 216.347, FS. The Contractor shall not, in connection with this or any other
agreement with the SCS, directly or indirectly, (1) offer, confer, or agree to confer any
pecuniary benefit on anyone as consideration for any SCS officer or employee’s decision,
opinion, recommendation, vote, other exercise of discretion, or violation of a known legal
duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the
direction or request of, any SCS officer or employee. For purposes of clause (2),
“gratuity” means any payment of more than nominal monetary value in the form of cash,
travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits, of
money, services, employment, or contracts of any kind. Upon request of the Court’s
Inspector General, or other authorized SCS official, the Contractor shall provide any type
of information the Inspector General deems relevant to the Contractor’s integrity or
responsibility. Such information may include, but shall not be limited to, the
Contractor’s business or financial records, documents, or files of any type or form that
refer to or relate to the Contract. The Contractor shall retain such records for the longer
of (1) three years after the expiration of the Contract or (2) the period required by the
General Records Schedules maintained by the Florida Department of State ( available at:
http://dlis.dos.state.fl.us/barm/genschedules/gensched.htm). The Contractor agrees to
reimburse the SCS for the reasonable cost of investigation incurred by the Inspector
General or other authorized SCS official for investigations of the Contractor’s
compliance with the terms of this or any other agreement between the Contractor and the
SCS which results in the suspension or debarment of the Contractor. Such costs shall
include, but shall not be limited to: salaries of investigators, including overtime; travel


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and lodging expenses; and expert witness and documentary fees. The Contractor shall
not be responsible for any cost of investigations that do not result in the Contractor’s
suspension or debarment.

5. Indemnification. The Contractor shall be fully liable for all actions of its agents,
employees, partners, or subcontractors and shall fully indemnify, defend, and hold
harmless the SCS and its officers, agents, and employees, from suits, actions, damages,
and cost of every name and description, including attorneys’ fees, arising from or relating
to personal injury and damage to real or personal tangible property alleged to be caused
in whole or in part by Contractor, its agents, employees, partners, or subcontractors;
provided, however, that the Contractor shall not indemnify for that portion of any loss or
damages proximately caused by the negligent act or omission of the SCS. Further, the
Contractor shall fully indemnify, defend, and hold harmless the SCS from any suits,
actions, damages, and costs of every name and description, including attorney’s fees,
arising from or relating to violation or infringement of a trademark, copyright, patent,
trade secret or intellectual property right, provided that the SCS shall give the Contractor
(1) written notice of any such action or threatened action, (2) the opportunity to take over
and settle or defend any such action at Contractor’s sole expense, and (3) assistance in
defending the action at Contractor’s sole expense. The Contractor shall not be liable for
any cost, expense, or compromise incurred or made by the SCS in an infringement action
without the Contractor’s prior written consent, which shall not be unreasonably withheld.
If any product is the subject of an infringement suit, or in the Contractor’s opinion is
likely to become the subject of such a suit, the Contractor may at its sole expense become
non-fringing. If the Contractor is not reasonably able to modify or otherwise secure the
SCS the right to continue using the product, the Contractor shall remove the product and
refund the SCS the amounts paid in excess of a reasonable rental for past use. The SCS
shall not be liable for any royalties. Except as specified in the foregoing portions of this
section, for all other claims against the Contractor under any individual purchase order,
and regardless of the basis on which the claim is made, the Contractor’s liability under a
purchase order for direct damages shall be the greater of $100,000, the dollar amount of
the purchase order. Unless otherwise specifically enumerated in the Contract or in the
purchase order, no party shall be liable to another for special, indirect, or consequential
damages, including lost data or records (unless the purchase order requires the Contractor
to back-up data or records), even if the party has been advised that such damages are
possible. No party shall be liable for lost profits, lost revenue, or lost institutional
operating savings. The SCS may, in addition to other remedies available to it at law or
equity and upon notice to the Contractor, retain such monies from amounts due
Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the
like asserted by or against them. The SCS may set off any liability or other obligation of
the Contractor or its affiliates to the State against any payments due the Contractor under
any Contract with the State. The first ten dollars paid on the awarded contract shall
constitute the specific consideration for the Contractor’s indemnification of the SCS.

6. Limitation of Liability. For all claims against the Contractor under any individual
purchase order, and regardless of the basis on which the claim is made, the Contractor’s


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liability under a purchase order for direct damages shall be limited to the greater of
$100,000, the dollar amount of the purchase order, or two times the charges rendered by
the Contractor under the purchase order. This limitation shall not apply to claims arising
under the Indemnity paragraph contain in this agreement.

Unless otherwise specifically enumerated in the Contract or in the purchase order, no
party shall be liable to another for special, indirect, punitive, or consequential damages,
including lost data or records (unless the purchase order requires the Contractor to
backup data or records), even if the party has been advised that such damages are
possible. No party shall be liable for lost profits, lost revenue, or institutional operating
savings. The SCS and Court may, in addition to other remedies available to them at law
or equity and upon notice to the Contractor, retain such monies from the amounts due
Contractor as may be necessary to satisfy any claim for damages, penalties, cost and the
like asserted by or against them. The SCS may set off any liability or other obligation of
the Contractor or its affiliates to the SCS against any payments due the Contractor under
any contract with the State.

7. Suspension of Work. The Court may in its sole discretion suspend any or all activities
under the Contract, at any time, when in the best interests of the SCS to do. The Court
shall provide the Contractor written notice outlining the particulars of suspension.
Examples of the reason for suspension include, but are not limited to, budgetary
constraints, declaration of emergency, or other such circumstances. After receiving a
suspension notice, the Contractor shall comply with the notice and shall not accept any
purchase orders. Within ninety days, or any longer period agreed to by the Contractor,
the Court shall either (1) issue a notice authorizing resumption of work, at which time
activity shall resume, or (2) terminate the Contract. Suspension of work shall not entitle
the Contractor to any additional compensation.

8. Termination for Convenience. The Court, by written notice to the Contractor, may
terminate the Contract in whole or in part when the Court determines in its sole discretion
that it is in the SCS’S interest to do so. The Contractor shall not furnish any continued
portion of the Contract, if any. The Contractor shall not be entitled to recover any
cancellation charges or lost profits.

9. Termination for Cause. The Court may terminate the Contract if the Contractor fails to
(1) deliver the product within the time specified in the Contract or any extension, (2)
maintain adequate progress, thus endangering performance of the Contract, (3) honor any
term of the Contract, or (4) abide by any statutory, or regulatory, or licensing
requirement. Rule 60A-1.006(3), F.A.C., governs the procedure and consequences of
default. The Contractor shall continue work on any work not terminated. Except for
defaults of subcontractors at any tier, the Contractor shall not be liable for any excess
costs if the failure to perform the Contract arises from events completely beyond the
control, and without the fault or negligence, of the Contractor. If the failure to perform is
caused by the default of a subcontractor at any tier, and if the cause of the default is
completely beyond the control of both the Contractor and the subcontractor, and without


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the fault or negligence of either, the Contractor shall not be liable for any excess costs for
failure to perform, unless the subcontracted products were obtainable from other sources
in sufficient time for the Contractor to meet the required delivery schedule. If, after
termination, it is determined that the Contractor was not in default, or that the default was
excusable, the rights and obligations of the parties shall be the same as it the termination
had been issued for the convenience of the Court. The rights and remedies of the Court
in this clause are in addition to any other rights and remedies provided by the law or
under the Contract.

10. Unilateral Termination. A Court may terminate a Contract if the Contractor refuses
to 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
s. 24(a) of Article 1 of the State Constitution, s. 119.07(1), Florida Statutes, or 2.051 Rule
of Judicial Administration.

11. Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor shall
not be responsible for the delay resulting from its failure to perform if neither the fault
nor the negligence of the Contractor or its employees or agents contributed to the delay
and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires,
floods, or other similar cause wholly beyond the Contractor’s control, or for any of the
foregoing that affect subcontractors or suppliers if no alternate source of supply is
available to the Contractor. In case of any delay the Contractor believes is excusable, the
Contractor shall notify the Court in writing of the delay or potential delay and describe
the cause of the delay either (1) within ten (10) days after the cause that creates or will
create the delay first arose, if the Contractor could not reasonably foresee that a delay
could occur as a result, or (2) if delay is not reasonably foreseeable, within five (5) days
after the date the Contractor first had reason to believe that a delay could result. THE
FOREGOING SHALL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR
EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this
paragraph is a condition precedent to such remedy. No claim for damages, other than for
an extension of time, shall be asserted against the Court. The Contractor shall not be
entitled to an increase in the Contract price or payment of any kind from the Court for
direct, indirect, consequential, impact or other costs, expenses or damages, including but
not limited to costs of acceleration or inefficiency, arising because of delay, disruption,
interference, or hindrance from any cause whatsoever. If performance is suspended or
delayed, in whole or in part, due to any of the causes described in this paragraph, after the
causes have ceased to exist the Contractor shall perform at no increased cost, unless the
Court determines, in its sole discretion, that the delay will significantly impair the value
of the Contract to the State or to Courts, in which case the Court may (1) accept allocated
performance or deliveries from the Contractor, provided that the Contractor grants
preferential treatment to Courts with respect to products subjected to allocation, or (2)
purchase from other sources (without recourse to and by the Contractor for the related
costs and expenses) to replace all or part of the products that are subject of the delay,
which purchases may be deducted from the Contract quantity, or (3) terminate the
Contract in whole or in part.


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12. Scope Changes. The Court may unilaterally require, by written order, changes
altering, adding to, or deducting from the Contract specifications, provided that such
changes are within the general scope of the Contract. The Court may make an equitable
adjustment in the Contract price or delivery date if the change affects the cost or time of
performance. Such equitable adjustments require the written consent of the Contractor,
which shall not be unreasonably withheld. If unusual quantity requirements arise, the
Court may solicit separate bids to satisfy them.

13. Renewal. Upon mutual agreement, the Court and the Contractor may renew the
contract, in whole or part, for a period that may not exceed 3 years or the term of the
contract, whichever period is longer. Any renewal shall specify the renewal price, as set
forth in the solicitation response. The renewal must be in writing and signed by both
parties, and is contingent upon satisfactory performance evaluations and subject to
availability of funds.

14. Advertising. Subject to Chapter 119, Florida Statutes, the Contractor shall not
publicly disseminate any information concerning the Contract without prior written
approval from the Court, including, but not limited to mentioning the Contract in a press
release or other promotional material, identifying the Court or the SCS reference, or
otherwise linking the Contractor’s name and either a description of the Contract or the
name of the SCS or the Court in any material published, either in print or electronically,
to any entity that is not a party to Contract, except potential or actual authorized
distributors, dealers, resellers, or service representative.

15. Assignment. The Contractor shall not sell, assign or transfer any of its rights, duties
or obligations under the Contract, or under any purchase order issued pursuant to the
Contract, without the prior written consent of the Court; provided, the Contractor assigns
to the SCS any and all claims it has with respect to the Contract under the antitrust laws
of the United States and the SCS. In the event of any assignment, the Contractor remains
secondarily liable for performance of the Contract, unless the Court expressly waives
such secondary liability. The Court may assign the Contract with prior written notice to
Contractor of its intent to do so.

16. Dispute Resolution. Any dispute concerning performance of the Contract shall be
decided by the Court’s designated Contract manager, who shall reduce the decision to
writing and serve a copy on the Contractor. The exclusive venue of any legal or equitable
action that arises out of or relates to the Contract shall be the appropriate state court in
Leon County, Florida; in any such action, Florida law shall apply and the parties waive
any right to jury trial.

17. Employees, Subcontractors, and Agents. All Contractor employees, subcontractors,
or agents performing work under the Contract shall be properly trained technicians who
meet or exceed any specified training qualifications. Upon request, Contractor shall
furnish a copy of technical certification or other proof of qualification. All employees,


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subcontractors, or agents performing work under the Contract must comply with all
security and administrative requirements of the Court. The SCS may conduct, and the
Contractor shall cooperate in, a security background check or otherwise asses any
employee, subcontractor, or agent furnished by the Contractor. The SCS may refuse
access to, or require replacement of, any personnel for cause, including, but not limited
to, technical or training qualification, quality of work, change in security status, or non-
compliance with a Court’s security or other requirements. Such approval shall not relieve
the Contractor of its obligation to perform all work in compliance with the Contract. The
SCS may reject and bar from any facility for cause any of the Contractor’s employees,
subcontractors, or agents.

18. Security and Confidentiality. The Contractor shall comply fully with all security
procedures of the SCS and Court in performance of the Contract. The Contractor shall
not divulge to third parties any confidential information obtained by the Contractor or its
agents, distributors, resellers, subcontractors, officers, or employees in the course of
performing Contract work, including, but not limited to, security procedures, business
operations information, or commercial proprietary information in the possession of the
SCS or Court. The Contractor shall not be required to keep confidential information or
material that is publicly available through no fault of the Contractor, material that the
Contractor developed independently without relying on the SCS’S or Court’s confidential
information, or material that is otherwise obtainable under State law as a public record.
To insure confidentiality, the Contractor shall take appropriate steps as to its personnel,
agents, and subcontractors. The warranties of this paragraph shall survive the Contract.

19. Contractor Employees, Subcontractors, and other Agents. The Court and the SCS
shall take all actions necessary to ensure that Contractor’s employees, subcontractors and
other agents are not employees of the State of Florida. Such actions include, but are not
limited to, ensuring that Contractor’s employees, subcontractors, and other agents receive
benefits and necessary insurance (health, workers’ compensations, and unemployment)
from an employer other than the State of Florida.

20. Insurance Requirements. During the Contract term, the Contractor at its sole expense
shall provide commercial insurance of such a type and with such terms and limits as may
be reasonably associated with the Contract. Providing and maintaining adequate
insurance coverage is a material obligation of the Contractor. Upon request, the
Contractor shall provide certificate of insurance. The limits of coverage under each
policy maintained by the Contractor shall not be interpreted as limiting the Contractor’s
liability and obligations under the Contract. All insurance policies shall be through
insurers authorized or eligible to write policies in Florida.

21. Warranty of Authority. Each person signing the Contract warrants that he or she is
duly authorized to do so and to bind the respective party to the Contract.

22. Warranty of Ability to Perform. The Contractor warrants that, to the best of its
knowledge, there is no pending or threatened action, proceeding, or investigation, or any


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other legal or financial condition, that would in any way prohibit, restrain, or diminish the
Contractor’s ability to satisfy its Contract obligations. The Contractor warrants that
neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to
section 287.133 of the Florida Statutes, or on any similar list maintained by any other
state or the federal government. The Contractor shall immediately notify the Court in
writing if its ability to perform is compromised in any manner during the term of the
Contract.

23. Notices. All notices required under the Contract shall be delivered by certified mail,
return receipt requested, by reputable air courier service, or by personal delivery to the
agency designee identified in the original solicitation, or as otherwise identified by the
Court. Notices to the Contractor shall be delivered to the person who signs the Contract.
Either designated recipient may notify the other, in writing, if someone else is designated
recipient may notify the other, in writing, if someone else is designated to receive notice.

24. Modification of Terms. The Contract contains all the terms and conditions agreed
upon by the parties, which terms and conditions shall be govern all transactions between
the Court and the Contractor. The Contract may only be modified or amended upon
mutual written agreement of the Court and the Contractor. No oral agreements or
representations shall be valid or binding upon the Court or the Contractor. No alteration
or modification of the Contract terms, including substitution of product, shall be valid or
binding against the Court. The Contractor may not unilaterally modify the terms of the
Contract by affixing additional terms to product upon delivery (e.g., attachment or
inclusion of standard preprinted forms, product literature, “shrink wrap” terms
accompanying or affixed to a product, whether written or electronic) or by incorporating
such terms onto the Contractor’s order or fiscal forms or other documents forwarded by
the Contractor for payment. The Court’s acceptance of product or processing of
documentation on forms furnished by the Contractor for approval or payment shall not
constitute acceptance of the proposed modification to terms and conditions.

25. Cooperative Purchasing. Pursuant to their own governing laws, and subject to the
agreement of the Contractor, other entities may be permitted to make purchases at the
terms and conditions contained herein. Non-Court purchases are independent of the
agreement between Court and Contractor, and Court shall not be a party to any
transaction between the Contractor and any other purchaser.

26. Waiver. The delay or failure by the Court to exercise or enforce any of its rights
under this Contract shall not constitute or be deemed a waiver of the Court’s right
thereafter to enforce those rights, nor shall any single or partial exercise of any such right
prelude any other or further exercise thereof or the exercise of any other right.

27. Annual Appropriations. The SCS’S performance and obligation to pay under this
contract are contingent upon an annual appropriation by the Legislature.

28. Execution in Counterparts. The contract may be executed in counterparts, each of


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which shall be an original and all of which shall constitute but one and the same
instrument.

29. Severability. If a court deems any provision of the Contract void or unenforceable,
that provision shall be enforced only to the extent that it is not in violation of law or is not
otherwise unenforceable and all other provisions shall remain in full force and effect.

30. Travel. Travel expenses must be submitted in Accordance with s.112.061, Florida
Statutes. A Court may establish rates lower than the maximum provided in s. 112.061.




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Terms and Conditions


                                      Appendix C: Technical
     A.       Energy Star Compliant: The Federal Environmental Protection Agency
              encourages the manufacture of energy efficient computer hardware, and the
              OSCA supports this initiative. The Department prefers that all products
              recommended under the Contract be Energy Star compliant and bear the EPA
              Energy Star Logo.

     B.       Title to Deliverables: For purposes of this section, a “product” is any deliverable
              furnished under the Contract, including but not limited to (1) components of the
              hardware environment, (2) printed materials, (3) third-party software, (4)
              programs and programming modifications, customizations, tools, data, modules,
              and components, and (5) any tangible or intangible properties embedded therein.
              A product is “existing” if it is a tangible or intangible licensed product that exists
              before Contract work begins, (the Contractor shall bear the burden of proving that
              a product existed before work began). A product is Acustom@ if it is any product,
              preliminary or final, that is created under the Contract for the OSCA by the
              Contractor or its employees, subcontractors, or agents.

              The Contractor and OSCA agree that the Integrated Case Management System
              Solution is a “custom” product to be provided by the Contractor to the OSCA.
              The parties further agree that the Integrated Case Management System Solution is
              a “Work Made for Hire,” as defined in Title 17, United States Code, United States
              Copyright Law, and all subsequent amendments thereto, including, but not limited
              to, the Copyright Act of 1976, and that the OSCA therefore will have exclusive
              ownership rights in the Integrated Case Management System Solution. Effective
              upon creation, the Contractor will convey to the OSCA the sole and exclusive
              rights, title and interest in the Integrated Case Management System Solution,
              including all trademark and copyrights, and the Contractor shall take all necessary
              and appropriate steps to ensure that the product is protected against unauthorized
              copying, reproduction, or marketing through the Contractor or its employees,
              subcontractors, or agents. In the event that the Integrated Case Management
              System Solution is held not to be a “Work Made for Hire” as heretofore defined,
              the Contractor hereby agrees to assign to the OSCA all copyrights therein. The
              Contractor may otherwise use any related or underlying general knowledge, skills,
              ideas, concepts, techniques, and experience developed under the Contract.




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C.       Software License Grant: Where product is acquired on a licensed basis, the
         following terms shall constitute the license grant.

         1.        Scope: Licensee is granted a non-exclusive perpetual license to use,
                   execute, reproduce, display, perform, or merge the product within its
                   business enterprise in the United States up to the maximum licensed
                   capacity identified on the purchase order. The product may be accessed,
                   used, executed, reproduced, displayed, or performed up to the capacity
                   measured by the applicable licensing unit identified on the purchase order
                   (i.e., payroll size, number of employees, CPU, MIPS, MSU, concurrent
                   user, workstation, etc.). Licensee shall have the right to use and distribute
                   modifications and customization of the product to and for use by anyone
                   otherwise licensed to use the product, provided that any modifications,
                   however extensive, shall not diminish licensor’s proprietary title or
                   interest. This paragraph grants no license, right, or interest in any
                   trademark, trade name, or service mark.

         2.        Term: The license term shall begin the date the product is accepted.
                   Where a license involves licensee’s right to copy a previously licensed and
                   accepted master copy, the term shall begin the date the purchase order is
                   executed.

         3.        Documentation: Upon request, the Contractor shall deliver to the licensee
                   at the Contractor’s expense (1) one master electronic copy and one hard
                   copy of product documentation or (2) one master electronic copy and hard
                   copies of the product documentation by type of license in the following
                   amounts, unless otherwise agreed: for individual/named user, one copy per
                   licensee; for concurrent users, ten copies per site; for processing capacity,
                   ten copies per site. The master electronic copy shall be in either CD-ROM
                   or diskette format and usable without conversion (for example, if a unit
                   has only a 31/2” disk drive, software shall be provided on 31/2” diskettes).
                   The Contractor hereby grants the OSCA a perpetual license right to make,
                   reproduce (including downloading electronic copies), and distribute, either
                   electronically or otherwise, copies of product documentation as necessary
                   to enjoy full use of the product in accordance with the terms of the license.

         4.        Technical Support and Maintenance: Licensee may elect the technical
                   support and maintenance (“maintenance”) set forth in the Contract by
                   giving written notice to the Contractor any time during the Contract term.
                   Maintenance shall include, at a minimum, (1) providing error corrections,
                   patches, updates, revisions, fixes, upgrades, and new releases to licensee,
                   and (2) Help Desk assistance accessible via toll-free or local telephone call
                   or on-line. The Contractor shall maintain the products so as to provide
                   licensee with the ability to use the products in accordance with the product
                   documentation, without significant functional downtime to ongoing


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                   operations during the maintenance term. The OSCA shall not be required
                   to purchase maintenance for use of the product, and the OSCA’s license
                   shall not be invalidated for refusal to purchase maintenance. The
                   maintenance term(s) and any renewals are independent of the Contract
                   term. The OSCA may discontinue maintenance at the end of any current
                   maintenance term upon notice to the Contractor; provided, the term shall
                   not automatically renew. If the OSCA does not initially acquire, or
                   discontinues, maintenance, the OSCA may at any later time reinstate
                   maintenance without any penalties or other charges, by paying the
                   Contractor the amount, if any, that would have been due under the
                   Contract for the period that maintenance had lapsed, or for twelve months,
                   whichever is less.

         5.        Transfers: Licensee’s operations may be altered, expanded, or diminished.
                   Licenses may be transferred or combined for use at an alternative or
                   consolidated site not originally specified in the license, including transfers
                   between agencies. Contractor approval is not required for such transfers,
                   but licensee shall give prior written notice to the Contractor. There shall
                   be no additional license or other transfer fees due, provided that (1) the
                   maximum capacity of the consolidated machine is equal to the combined
                   individual license capacity of all licenses running at the consolidated or
                   transferred site (e.g., named users, seats, or MIPS) or (2) if the maximum
                   capacity of the consolidated machine is greater than the individual license
                   capacity being transferred, a logical or physical partition or other means of
                   restricting access will be maintained within the computer system to restrict
                   use and access to the product to that unit of licensed capacity solely
                   dedicated to beneficial use for licensee. If the maximum capacity of the
                   consolidated machine is greater than the combined individual license
                   capacity of all licenses running at the consolidated or transferred site, and
                   a logical or physical partition or other means of restricting use is not
                   available, the fees due the Contractor shall not exceed the fees otherwise
                   payable for a single license for the upgrade capacity.

         6.        Restricted Use by Third Parties: Outsourcers, facilities management,
                   service bureaus, or other services retained by licensee shall have the right
                   to use the product to maintain licensee’s operations, including data
                   processing, provided that (1) licensee gives notice to the Contractor of
                   such third party, site of intended use of the product, and means of access,
                   (2) the third party has executed, or agrees to execute, the product
                   manufacturer’s standard nondisclosure or restricted use agreement, which
                   agreement shall be accepted by the Contractor, and (3) the third party shall
                   maintain a logical or physical partition within its computer system to
                   restrict access to the program to that portion solely dedicated to beneficial
                   use for licensee. Licensee shall not be liable for any third party’s
                   compliance or noncompliance with the terms of the nondisclosure


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                   agreement, nor shall the nondisclosure agreement create or impose any
                   liabilities on the OSCA or the licensee. Any third party with whom a
                   licensee has a relationship for an OSCA function or business activity shall
                   have the temporary right to use product (e.g., Java applets), provided that
                   such use shall be limited to the period during which the third party is using
                   the product for the function or activity.

         7.        Archival Backup: Licensee may use and copy the product and related
                   documentation in connection with reproducing a reasonable number of
                   copies for archival backup and disaster recovery procedures.

         8.        Source Code Escrow: If either the product manufacturer/developer or the
                   Contractor offers source code or source code escrow to any other
                   commercial customer, or if either entity seeks bankruptcy protection, then
                   the Contractor shall either (1) provide licensee with source code for the
                   product, (2) place the source code in a third-party escrow arrangement
                   with a designated escrow agent, which shall be identified to the OSCA,
                   and which shall be directed to release the deposited source code in
                   accordance with a standard escrow agreement acceptable to the OSCA, or
                   (3) certify to the OSCA that the product manufacturer/developer has
                   named the OSCA, acting by and through the OSCA, and the licensee, as
                   named beneficiaries of an established escrow arrangement with its
                   designated escrow agent, which shall be identified to the OSCA and
                   licensee, and which shall be directed to release the deposited source code
                   in accordance with the terms of escrow. Source code, as well as any
                   corrections or enhancements, shall be updated for each new release of the
                   product in the same manner as provided above and such updated shall be
                   certified in writing to the OSCA.

                   The Contractor shall identify the escrow agent upon commencement of the
                   Contract term and shall certify annually that the escrow remains in effect
                   in compliance with the terms of this paragraph. The OSCA may release
                   the source code to licensees under the Contract which have licensed
                   product or obtained services, and which may use the copy of the source
                   code to maintain the product.

         9.        Confidentiality: The product is a trade secret, copyrighted and propriety
                   product. Licensee and its employees shall not disclose or otherwise
                   distribute or reproduce any product to anyone other than as authorized
                   under the Contract. Licensee shall not remove or destroy any of the
                   Contractor’s proprietary markings.

         10.       Restricted Use: Except as expressly authorized by the terms of license,
                   licensee shall not: copy the product; cause or permit reverse compilation
                   or reverse assembly of the product or any portion; or export the product in


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                   violation of any U.S. Department of Commerce export administration
                   regulations.

         11.       Proof of License: The Contractor shall provide to each licensee that places
                   a purchase order either (1) the product developer’s certified license
                   confirmation certificates in the name of the licensee or (2) a written
                   confirmation from the proprietary owner accepting the product invoice as
                   a proof of license. The Contractor shall submit a sample certificate, or
                   alternative confirmation, which shall be in a form acceptable to the
                   licensee.

         12.       Audit of Licensed Usage: The Contractor may periodically audit, no more
                   than annually and at its expense, use of licensed product at any site where
                   a copy resides provided that (1) the Contractor gives licensee at least thirty
                   days written advance notice, (2) the audit is conducted during the
                   licensee’s normal business hours, (3) the audit is conducted by a State
                   Inspector General’s office or by an independent auditor chosen by mutual
                   agreement of the licensee and Contractor as follows: the Contractor shall
                   recommend a minimum of three auditing/accounting firms, from which
                   the licensee shall select one; in no case shall the Business Software
                   Alliance, Software Publishers Association, or Federation Against Software
                   Theft be recommended by the Contractor or used, directly or indirectly, to
                   conduct audits, (4) the Contractor and licensee shall designate a
                   representative who shall be entitled to participate, who shall mutually
                   agree on audit format, and who shall be entitled to copies of all reports,
                   data, or information obtained from the audit, and (5) if the audit shows
                   that the licensee was not in compliance, the licensee shall purchase
                   additional licenses or capacities necessary to bring it into compliance and
                   shall pay for the unlicensed capacity at the Contract price then in effect or,
                   if none, then at the Contractor’s U.S. commercial list price. Once such
                   additional licenses and capacities are purchased, licensee shall be deemed
                   to have been in compliance retroactively, and licensee shall have no
                   further liability of any kind for the unauthorized use of the product.

         13.       Bankruptcy: The Contract is subject to the terms of section 365(n) of the
                   United States Bankruptcy Code (“Code”) if the licensor files a bankruptcy
                   petition. Licensor’s failure to perform its continuing obligations shall
                   constitute a material breach of the Contract excusing performance by the
                   licensee. Royalty payments for use of intellectual property shall be
                   separate from and independent of payments for performance of all other
                   obligations under the Contract (e.g., continuing development obligations,
                   maintenance and support obligations, obligations to provide updates,
                   indemnity obligations, etc.). Upon request, the licensor shall furnish
                   licensee any intellectual property, as defined in the Code, and any
                   embodiment of that intellectual property held by the licensor.


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                   If licensee must hire third-parties to perform support, maintenance, or
                   development tasks previously performed by licensor, the licensee may
                   provide intellectual property to such third-parties without violating non-
                   disclosure or exclusivity provisions.

D.       Warranty: Contractor warrants the system solution, and all products furnished
         under the Contract shall be free of defective material and workmanship, and shall
         otherwise perform in accordance with required performance criteria, for a period
         of not less than one (1) year from date of acceptance. Warranty repairs shall be
         completed within the time specified in any support level requirements.

E.       Warranty of No Hardstop/Passive License Monitoring: Unless the OSCA is
         specifically and conspicuously advised to the contrary in writing at the time of
         order and before product acceptance, the Contractor hereby warrants and
         represents that the product and upgrades do not and will not contain any computer
         code that would disable the product or upgrades or impair in any way operation
         based on the elapsing of time, exceeding an authorized number of copies,
         advancement to a particular date or other numeral, or other similar self-destruct
         mechanisms (sometimes called “time bombs,” “time locks,” or “drop dead”
         devices) or that would permit the Contractor to access the product to cause such
         disablement or impairment (sometimes called a “trap door” device). The
         Contractor agrees that upon an alleged breach of this provision, the OSCA shall
         not have an adequate remedy at law, including monetary damages, and that the
         OSCA shall be entitled to seek a temporary restraining order, injunction, or other
         form of equitable relief against the continuance of such breach, in addition to any
         other remedies to which the OSCA shall be entitled.




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