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4. Agreement No. 01E73214 07/17/2013 DATE: July 30, 2013 TO: Bob Ward, Director Information Technology ATTN: Maria Guerra Sr. Administrative Assistant FROM: Vitia Fernandez, D.C. ______________________________________________________________________________ th At the July 17, 2013, Board of County Commissioner's meeting the Board granted approval and authorized execution of Item C40 A three (3) year renewal term for Microsoft Volume License Agreement U0275474/01E73214 under the State of Florida Contract# 252-001-09-1 from SID International Corp.as provided in quotation #6748804. Total cost for 36 month term is $272,000.22. Item C41 A three (3) year renewal term for Microsoft Volume License Agreement under the State of Florida Contract# 252-001-09-1 from SHI International Corp. as provided in quotation #6707604 for Fire Rescue and Emergency Management. Total cost for 36 month term is $37,695. Enclosed is a duplicate original of each item, executed on behalf of Monroe County, for your handling. Please be sure to return a fully executed duplicate original as soon as possible. Should you have any questions, please feel free to contact our office. cc: County Attorney Finance File 500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305-295-3130 Fax: 305-295-3663 3117 Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax: 305-289-6025 88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305-852-7146 0 , Microsoft Program Signature Form MBA/MBSA number UO275474 Agreement number 01E73214 Volume Licensing Proposal ID Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, *Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Contract Document <Choose A reement> Number or Code Document Number orCOde <Choose A reement> Document Number or Code <Choose A reement> Document NumberorCode <Choose A reement> Document Number orCode <Choose A reement> Document Number or Code Enterprise Enrollment X20 -02113 <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code Amendment VV29 Renewal Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Name of Entity (m t be lega�`tlA w Mon unty Public Safety Signature =1' d 11 ' u4 'S Printed First and Last Name* George Neugent (SE Printed Title* Ma An Signature Date* .,� V�.l� 11 2-0 3 BY. Tax ID required field MONROE COUNTY ATTORNEY APPROVED AS TO FORM: ProgramSignForm( MSSign)( NA ,LatAm)ExBRA,MLI(ENG)(Oct2012) CHRISTINE M. LIMBERT- BARROWS Page 1 of 3 ASSIS� 1 TY ATTORNEY Date ��o Microsoft Licensing, GP Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Effective Date (may be different than Microsoft's signature date) Optional 2 nd Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title* Signature Date* * indicates required field Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title* Signature Date* * indicates required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Licensing, GP Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511 -1137 USA ProgramSignForm( MSSign)( NA ,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 2 of 3 Prepared By: Daniel Bellinger daniel_bellinger @shi.com ProgramSignForm( MSSign)( NA ,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 3 of 3 l��asoft Volume Licensing Enterprise Enrollment — Custom State and Local Enterprise Enrollment number Proposal ID K451 (Microsoft to complete) Previous Enrollment number Earnest expiring previous (Reseller to complete) Enrollment end date' This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrollment Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) any supplemental contact information form or Previous Agreement/Enrollment form that may be required, (5) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. All terms used but not defined are located at hftp: / /www.microsoft.com /licensing /contracts In the event of any conflict the terms of this agreemegt control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. If renewing Software Assurance, the Reseller will need to insert the previous enrollment or agreement number and end date in the respective boxes above. Term. This Enrollment will expire on the last day of the month, 36 full calendar months from the effective date unless otherwise renewed. Any reference in this Enrollment to "day" will be a calendar day. Product order. The Reseller will provide Enrolled Affiliate with Enrolled Affiliate's Product pricing and order. Prices and billing terms for all Products ordered will be determined by agreement between Enrolled Affiliate and the Reseller.The Reseller will provide Microsoft with the order separately from this Enrollment. Prior Enrollment(s). If renewing Software Assurance or Subscription Licenses from another Enrollment or agreement, the previous Enrollment or agreement number and end date must be identified in the respective boxes above. If renewing from multiple Enrollments or agreements, or transferring Software Assurance or MSDN details, the Previous Agreement/Enrollment form must be used. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: "Additional Product" means any Product identified as such in the Product List and chosen by Enrolled Affiliate under this Enrollment. EA2011 EnrGov(US)SLG(ENG)(Jul2011) Page 1 of 14 Document X20 -02113 Mm.--- 11 . � Volume Licensing "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product List and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product List and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products may only be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi- function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task - specific software program (e.g. a computer -aided design program used by an architect or a point of sale program) ( "Industry Program "). The device may include features and functions derived from Microsoft software or third -party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. "Qualified Device" means any personal desktop computer, portable computer, workstation, or similar device that is used by or for the benefit of Enrolled Affiliate's Enterprise. It does not include: (1) any computer that is designated as a server and not used as a personal computer, (2) any Industry Device, (3) any device running an embedded operating system (e.g., Windows Phone 7) that does not access a virtual desktop infrastructure, or (4) any device that is not managed and /or controlled either directly or indirectly by Enrolled Affiliate's Enterprise. Enrolled Affiliate may include as a Qualified Device any device which would be excluded above (e.g., Industry Device). "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product List. "Reserved License" means for an Online Service identified as eligible for true -ups in the Product List, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. "Transition" means the conversion of one or more License to or from another License(s). Products eligible for Transition and permitted Transitions are identified in the Product List. "Transition Period" means the time between the Transition and the next Enrollment anniversary date for which the Transition is reported. 2. Purpose. This Enrollment enables Enrolled Affiliate's Enterprise to obtain, or subscribe to, Licenses for Enterprise Products, Enterprise Online Services, and Additional Products. Enrolled Affiliate may choose between on- premise software and Online Services as well as the ability to transition Licenses to Online Services while maintaining Enterprise -wide coverage. Additionally, Enterprise Online Services may be purchased without Enterprise -wide coverage. 3. Product Use Rights, Qualifying Systems Licenses and Transitions. In addition to applicable terms of the Enterprise Agreement, the following terms apply to this Enrollment: EA2011 EnrGov(US)SLG(ENG)(Ju12011) Page 2 of 14 Document X20 -02113 Aiaolsoft I Volume Licensing a. Product Use Rights. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to the Enrolled Affiliate's use of that Product during the term. b. Qualifying systems Licenses. The operating system Licenses granted under this program is upgrade Licenses only. Full operating system Licenses are not available under this program. If Enrolled Affiliate selects any Desktop Platform, Windows Desktop Operating System Upgrade, or Windows Intune, all Qualified Devices on which Enrolled Affiliate expects to run the Windows Desktop Operating System Upgrade must be licensed to run, and have installed on them, one of the qualifying operating systems identified in the Product List. Note that the list of operating systems that qualify for the Windows Desktop Operating System Upgrade varies with the circumstances of the order. That list is more extensive at the time of the initial order than it is for some subsequent orders and system refreshes during the term of this Enrollment. Exclusions are subject to change when new versions of Windows are released. For example: The following are not considered qualifying operating systems: (1) ANY Windows Home or Starter edition; (2) Embedded Systems; and (3) Linux. These are examples of exclusions only and may change. Please see Product List for all current qualifying operating systems. c. Transitions. The following requirements apply to Transitions: (1) Licenses with active Software Assurance or Subscription Licenses may be Transitioned at any time if permitted in the Product List. While Enrolled Affiliate may Transition any time, it will not be able to reduce Licenses or associated Software Assurance prior to the end of the Transition Period. (ii) If a Transition is made back to a License that had active Software Assurance as of the date of Transition, then Software Assurance will need to be re- ordered for all such Licenses on a prospective basis following the Transition Period. Software Assurance coverage may not exceed the quantity of perpetual Licenses for which Software Assurance was current at the time of any prior Transition. Software Assurance may not be applied to Licenses transferred by Enrolled Affiliate. (III) If a device -based License is Transitioned to a user -based License, all users of the device must be licensed as part of the Transition. (iv) If a user -based License is Transitioned to a device -based License, all devices accessed by the user must be licensed as part of the Transition. d. Effect of Transition on Licenses. Transition will not affect Enrolled Affiliate's rights in perpetual Licenses paid in full. (1) New version rights will be granted for perpetual Licenses covered by Software Assurance up to the end of the Transition Period. (ii) For L &SA not paid in full at the end of the Transition Period, Enrolled Affiliate will have perpetual Licenses for a proportional amount equal to the total of installments paid versus total amounts due (paid and payable) for the Transitioned Product. (iii) For L &SA not paid in full or granted a perpetual License in accordance with the above or Subscription Licenses, all rights to Transitioned Licenses cease at the end of the Transition Period. 4. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment are subject to Section 2(e)(i) of the Enterprise EA2011EnrGov (US)SLG(ENG)(Ju12011) Page 3 of 14 Document X20 -02113 Affeiasofit IVolume Licensing Agreement, as amended, throughout the term of the Enrollment. Price Level's will be captured in the Product Selection Form. b. Setting Prices. Enrolled Affiliate's prices for each Product will be established by its Reseller. Microsoft's prices for Resellers are fixed throughout the Enrollment term based upon current prices at the time of the initial order for the Product. This includes the following: (1) Any future pricing (if applicable); and (ii) Prices for Transitions, including any prices related to the use of a Product during the Transition Period (if applicable). 5. Order requirements. a. Minimum Order Requirements. Except as may be otherwise agreed to in writing, Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. (i) Initial Order. Initial order must include at least 250 Licenses from one of the four groups outlined in the Product Selection Form. (ii) If choosing Enterprise Products. If choosing Enterprise Products in a specific group outlined in the Product Selection Form, Enrolled Affiliate's initial order must include an Enterprise -wide selection of one or more Enterprise Products or a mix of Enterprise Products and corresponding Enterprise Online Services for that group. (iii) Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. (iv) Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. b. Adding Products. (1) Adding new Products not previously ordered. Enrolled Affiliate may add new Enterprise Products by entering into a new Enrollment or as part of a renewal. New Enterprise Online Services may be added by contacting a Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products must be included in the next true -up order. Enrolled Affiliate must Licenses for Online Services prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product List or (2) included as part of other Licenses (e.g., Enterprise CAL). c. True -up orders. Enrolled Affiliate must submit an annual true -up order that accounts for changes since the initial order or last true -up order, including: (1) any increase in Licenses, including any increase in Qualified Devices or Qualified Users and Reserved Licenses; (2) Transitions (if permitted); or (3) Subscription License quantity reductions (if permitted). Microsoft, at its discretion and as permitted by applicable law, may validate the customer true -up data submitted through a formal product deployment assessment, using an approved Software Asset Management ('SAM') Partner. The true -up order must be received by Microsoft between 60 and 30 days prior to the Enrollment anniversary date. The third -year anniversary true -up order is due within 30 days prior to the Expiration Date. Enrolled Affiliate may true -up more often than at each Enrollment anniversary date except for Subscription License reductions. (1) Enterprise Products. Enrolled Affiliate must determine the current number of Qualified Devices and Qualified Users (if ordering user -based Licenses) and order the License difference (if any), including any Enterprise Online Services. EA2011 EnrGov(US)SLG(ENG)(Jul2011) Page 4 of 14 Document X20 -02113 A1Fao5o�� I Volume Licensing (ii) Additional Products. For Products which have been previously ordered, Enrolled Affiliate must determine the Additional Products used and order the License difference (if any). (iii) Online Services. For Online Services identified as eligible for true -up orders in the Product List, Enrolled Affiliate must first reserve the additional Licenses prior to use. Microsoft will provide a report of Reserved Licenses in excess of existing orders to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively for the prior year based upon the month in which they were reserved. (iv) Late true -up order. If the true -up order is not received when due: 1) Microsoft will invoice Reseller for all Reserved Licenses not previously ordered. 2) Transitions and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). (v) Transitions. Enrolled Affiliate must report all Transitions. Transitions may result in an increase in Licenses to be included on the true -up order and a reduction of Licenses for prior orders. Reductions in Licenses will be effective at end of the Transition Period. Associated invoices will also reflect this change. (vi) Subscription License Reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses on a prospective basis if permitted in the Product List as follows: 1) For Subscription Licenses part of an Enterprise -wide commitment, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices identified on the Product Selection Form. Step -up Licenses do not count towards this total count. 2) For Enterprise Online Services not a part of an Enterprise -wide commitment, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (vll)Update statement. An update statement must be submitted instead of a true -up order if, as of the initial order or last true -up order, Enrolled Affiliate's Enterprise has not: (1) changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. The update statement must be received by Microsoft between 60 and 30 days prior to the Enrollment anniversary date. The last update statement is due at least 30 days prior to the Expiration Date. d. Step -up Licenses. For Licenses eligible for a step -up under this Enrollment, Enrolled Affiliate may step -up to a higher edition or suite as follows: (i) For step -up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (ii) If step -up Licenses are not included on an initial order, Enrolled Affiliate may step -up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step -up Licenses, by following the true -up order process. EA2011 EnrGov(1JS)SLG(ENG)(Ju12011) Page 5 of 14 Document X20 -02113 Aft I Volume Licensing (iii) If Enrolled Affiliate has previously ordered an Online Service as an Additional Product and wants to step -up to an Enterprise Online Service eligible for a Transition, the step -up may be reported as a Transition. (iv) If Enrolled Affiliate Transitions a License, it may be able to further step -up the Transitioned License. If Enrolled Affiliate chooses to step -up and the step -up License is separately eligible to be Transitioned, such step -up Licenses may result in a License reduction at the Enrollment anniversary date following the step -up. 6. Payment terms. For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If spread payments are elected, unless indicated otherwise, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and on each Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 7. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. b. Renewal Option. At the Expiration Date, Enrolled Affiliate can renew Products by renewing the Enrollment for one additional 36 full calendar month term or signing a new Enrollment. Microsoft must receive a Product Selection Form and renewal order prior to or at the Expiration Date. The renewal term will start on the day following the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make a change to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new Agreements and Enrollments. c. If Enrolled Affiliate elects not to renew. (1) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring USA. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product List, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month - to-month ( "Extended Term ") is available. During the Extended Term, Online Services will be invoiced monthly at the then - current published price for Enrolled Affiliate's price level as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate does want an Extended Term, Government Partner must submit a request to Microsoft. Microsoft must receive the request not less than 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. If Enrolled Affiliate has opted for the Extended Term and later determines not to continue with the Extended Term, Government Partner must submit a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received the notice. (III) Online Services not eligible for an Extended Term. If Online Services are not identified as eligible for an Extended Term in the Product List, the Licenses will be EA2011 EnrGov(US)SLG(ENG)(Ju12011) Page 6 of 14 Document X20 -02113 115-rosaft I Volume Licensing cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. (iv) Customer Data. Upon expiration or termination of a License for Online Services, Enrolled Affiliate must tell Microsoft whether to: 1) disable its account and then delete its Customer Data ( "Data Deletion "); or 2) retain its Customer Data in a limited function account for at least 90 days after expiration or termination of the License for such Online Service (the "Retention Period ") so that Enrolled Affiliate may extract its Customer Data. 3) If Enrolled Affiliate indicates Data Deletion, Enrolled Affiliate will not be able to extract its Customer Data. If Enrolled Affiliate indicates it wants a Retention Period, Enrolled Affiliate will be able to extract its Customer Data through Microsoft's standard processes and tools, and Enrolled Affiliate will reimburse Microsoft if there are any applicable costs to the extent allowed by applicable law. If Enrolled Affiliate does not indicate either Data Deletion or a Retention Period, Microsoft will retain Enrolled Affiliate's Customer Data in accordance with the Retention Period. 4) Following the expiration of the Retention Period, Microsoft will disable Enrolled Affiliate's account and then delete its Customer Data. 5) Enrolled Affiliate agrees that, other than as described above, Microsoft has no obligation to continue to hold, export or return Enrolled Affiliate's Customer Data. Enrolled Affiliate agrees Microsoft has no liability whatsoever for deletion of Enrolled Affiliate's Customer Data pursuant to these terms. d. Termination. (I) Termination for cause. Either party to an Enrollment may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to submit orders or pay invoices (even if such non - payment is caused by non - appropriation of funds). Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days notice and opportunity to cure.. (ii) The parties acknowledge and agree that the State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. In the event funds are not appropriated by the Legislature, the State of Florida will provide 30 days written notice to Microsoft of such non - appropriation and intent to terminate any applicable Enrollments. (iii) (iii) Early termination. If (1) an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non - appropriation of funds, or (4) Microsoft terminate an Enrollment for non - payment due to non - appropriation of funds, then the Enrolled Affiliate will have the following options: ■ It may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or ■ It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for: 1) all copies of Products (including the latest version of Products ordered under SA coverage in the current term) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of EA2011 EnrGov(US)SLG(ENG)(Jul2011) Page 7 of 14 Document X20 -02113 A�i►a� salt Volume Licensing installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred. Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated Enrollment. (iv) Effect of termination or expiration. When an Enrollment expires or is terminated, • Enrolled Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments or any order of any kind, including subscription services, remain due and payable. Except as provided in the subsection titled "Early termination," all unpaid payments for Licenses immediately become due and payable. • Enrolled Affiliate's right to Software Assurance benefits under this agreement ends if it does not renew Software Assurance. (v) Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online Service where there is any current or future government requirement or obligation that: (1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating there; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and /or (3) causes Microsoft to believe these terms or the Online Service may be in conflict with any such requirement or obligation. For example, Microsoft may modify or terminate an Online Service in connection with a government requirement that would cause Microsoft to be regulated as a telecommunications provider. (vi) Enterprise Agreement Program updates. Microsoft may make a change to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments.For Subscription Licenses, in the event of a breach by Microsoft, Microsoft will issue Reseller a credit for any amount paid in advance that would apply after the date of termination. EA2011 EnrGov(US)SLG(ENG)(Jul2011) Page 8 of 14 Document X20 -02113 Aft- -j-5 Volume Licensing Enrollment Details 1. Enrolled Affiliate's Enterprise. Identify which Affiliates are included in the Enterprise. Check only one box in this section: ® Enrolled Affiliate ❑ Enrolled Affiliate and the following Affiliate(s): ❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded: Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks ( *) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at hftps://www.microsoft.com/licensing/servicecenter a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. Name of entity (must be legal entity name)* Monroe County Public Safety Contact name* First Bob Last Ward Contact email address* ward - bob @monroecounty-fi.gov Street address* 102050 Overseas Hwy, Suite 222 City* Key Largo State /Province* FL Postal code* 33037 -2763 (For U.S. addresses, please provide the zip + 4, e.g. xxxxx -xxxx) Country* USA Phone* 305 - 295 -5101 Fax Tax ID b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may EA201 1 EnrGov(US)SLG(ENG)(Ju1201 1) Page 9 of 14 Document X20 -02113 Aftwsoft I Volume Licensing grant online access to others, and (3) is authorized for applicable Online Services to add or reassign Licenses, step -up, and initiate Transitions prior to a true -up order. ® Same as primary contact Name of entity* Contact name* First Last Contact email address* Street address* City* State /Province* Postal code* - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx -xxxx) Country* Phone* Fax Language preference. Choose the language for notices. English ❑ This contact is a third party (not the Enrolled Affiliate). Warning personally identifiable information of the Customer and its Affiliates. This contact receives c. Microsoft Account Manager. Microsoft Account Manager for this Enrolled Affiliate is: Microsoft account manager name: Microsoft account manager email address: d. Media delivery contact (DO NOT COMPLETE IF ATTACHING MEDIA ELECTION FORM). This is the contact at the ship to /electronic delivery address. ® Same as notices contact and Online Administrator Name of entity* Contact name: First* Last* Contact email address (required for online access)* Street address (no PO boxes accepted)* City* State /Province* Postal code* - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx -xxxx) Country* Phone* Fax e. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses, step -up, and initiate Transitions prior to a true -up order. ® Same as notices contact and Online Administrator Name of entity* Contact name *: First Last Contact email address* Street address* City* State /Province* Postal code* Country* Phone* Fax ❑ This contact is from a third party organization (not the receives personally identifiable information of the entity. entity). Warning: This contact f. Reseller information. Reseller contact for this Enrollment is: Reseller company name* SHI International Street address (PO boxes will not be accepted)* 290 Davidson Ave City* Somerset State /Province* NJ Postal code* 08873 Country* USA Contact name* EA2011 EnrGov(US)SLG(ENG)(Ju12011) Page 10 of 14 Document X20 -02113 M�x I Volume Licensing Phone* Fax Contact email address* msteam @shi.com The undersigned confirms that the information is correct. Name of Reseller* SHI International Corp Signature* Printed name* Printed title* Date* Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. g. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. • Additional notices contact • Software Assurance manager • Subscriptions manager • Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, ® No. EA2011 EnrGov(US)SLG(ENG)(Ju12011) Page 11 of 14 Document X20 -02113 A - I Volume Licensing Enterprise and Enterprise Subscription Enrollment Product Selection Form — Amendment ID CTM - SplitCC The following Amendment replaces the standard Enterprise and Enterprise Subscription Enrollment Product Selection Form and Amends the "Order Requirements" Section of the Enrollment. This Amendment enables the Enrolled Affiliate the ability to meet the initial Enrollment Order requirements with Products other than Enterprise Products and Enterprise Online Services Products. These Products are captured under the Platform Option of "Enterprise Product Components" specified in Step 1 below. Enrolled Affiliate may select "Enterprise Product Components" for all Qualified Users /Devices without the requirement of also having Enterprise Products or Enterprise Online Services specified on this Amendment. Step 1. Please indicate whether Enrolled Affiliate is ordering Enterprise Products or Enterprise Online Services on the initial enrollment order. Choose both if applicable. ® Enterprise Products. Choose platform option: Professional Desktop Qualified Devices: 25 Qualified Users: ❑ Enterprise Online Services Step 2. Select the Products and Quantities Enrolled Affiliate is ordering on Its initial Enrollment Order. Quantity may not include any Licenses which Enrolled Affiliate has selected for optional future use, or to which it is transitioning or stepping up within enrollment term. Products for which the Enrolled Affiliate has an option to transition or step -up should be listed in Step 3. Products Quantity Office PrdSional PllrS Office Pro Plus 25 Office Pro Plus for Office 365 Office Standard Office 365 Plans Office 365 Plan E1 Office 365 Plan E2 Office 365 Plan E3 Office 365 Plan E4 EA2011 EnrGov(US)SLG(ENG)(Ju12011) Page 12 of 14 Document X20 -02113 Ai - IVolume Licensing or Core CAL, includin Bridge CAL's if applicable Core CAL 25 Core CAL Bridge for Office 365 Core CAL Bridge for Windows Intune Core CAL Bridge for Office 365 and Windows Intune Enterprise CAL ECAL ECAL ECAL Bridge for Office 365 ECAL Bridge for Windows Intune ECAL Bridge for Office 365 and Windows Intune The Client Access License selection must be the same across the Enterprise. Specify whether licensing CAL per Device or User: Device Prodtwt : Choose i or Lj Windows CAL Exchange Standard CAL SharePoint Standard CAL Lyric Server Standard CAL System Center Configuration Manager Client ML Forefront End Point Protection Windows Remote Desktop Services CAL Exchange Enterprise CAL Lj SharePoint Enterprise CAL Lync Server Enterprise CAL System Center Client Management Suite ML Forefront Protection Suite Forefront Unified Access Gateway CAL The Client Access License selection must be the same across the Enterprise. Specify whether licensing CAL per Device or User: < Choose One> Windows Des Windows OS Upgrade 25 Windows VDA Windows Intune Windows Intune Windows Intune Add -on Other Enterprise Products Microsoft Desktop Optimization Pack MDOP SQL Server Device CAL SQL Server User CAL If selecting Windows Desktop or Windows Intune option, Enrolled Affiliate acknowledges the following: a. The Windows Desktop Operating System Upgrade licenses offered through this Enrollment are not full licenses. The Enrolled Affiliate and any included Affiliates have qualifying operating system licenses for all devices on which the Windows Desktop Operating System Upgrade or Windows Intune licenses are run. b. In order to use a third party to reimage the Windows Operating System Upgrade, Enrolled Affiliate must certify that Enrolled Affiliate has acquired qualifying operating system licenses. See the Product List for details. EA2011 EnrGov(US)SLG(ENG)(Ju12011) Page 13 of 14 Document X20 -02113 cwsoll I Volume Licensing Step 3. Indicate new Enterprise Products and Online Services Enrolled Affiliate has selected for optional future use where not selected on the initial enrollment order (above): • •• Office Pro Plus for Office 365 Ll Office 365 Plan E1 Ll Office 365 Plan E2 Ll Office 365 Plan E3 Office 365 Plan E4 El Enterprise CAL (ECAL) Step-up, including Bridge CALs LJ Windows Intune Windows Intune Add -on Step 4. Establish the Enrolled Affiliate's Price Level. Enrolled Affiliate must first count the quantity of Software Assurance and Licenses in each of the groups as described below by using the quantities entered in the above table. If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "D" throughout the term of the Enrollment. Do not include Bridge CALs, as License quantities are determined by the corresponding Enterprise Online Service(s). Prod LICtS Qty trom above • Office Professional Plus + Office 250 and Professional Plus for Office 365 + 1 25 Above Office 365 Plans E2 —E4 Client Access License + Office 365 (Plans E1 -E4) + Enterprise 2 25 Product Com onents Client Access License + Windows Intune Add -on + Windows Intune + 3 25 Ente rise Product Com onents Windows Desktop Upgrade + 4 25 Windows VDA + Windows Intune Enterprise Products and Enterprise Online Services: Set price level using the D hi hest uanti from Grou s 1 throw h 4 Additional Product A lication Pool: Set rice level usin uanti from Grou 1 D Additional Product Server Pool: Set price level using the highest quantity from D Grou 2 or 3 Additional Product Svstems Pool: Set price level using quantity from Group 4 D Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. 2 Additional Products may be included on the order, but are not selected on this form. 3 Windows Intune Add -on requires purchase of Windows OS Upgrade or Windows VDA. ° MDOP requires purchase of Windows OS Upgrade, Windows VDA, or Windows I This form must be attached to a signature form to be valid. Qty Price Level I EA201 1 EnrGov(US)SLG(ENG)(Ju1201 1) Page 14 of 14 Document X20 -02113 Af nmm* I Volume Licensing Enterprise Enrollment Amendment ID W29 1. On the first page of the Enrollment, the following is added after the second paragraph: By entering into this Enrollment, the Enrolled Affiliate agrees that (1) it also has 250 or more Qualified Devices or Qualified Users; or (2) as a condition of entering into this Enrollment with 25- 249 Qualified Devices or Qualified Users, Enrolled Affiliate has elected not to receive CD ROMs as part of the Enrollment and therefore no CD ROMs will automatically be shipped. If Enrolled Affiliate is enrolling with 25 -249 Qualified Devices or Qualified Users and it would like to receive CD ROM Kits and updates, Enrolled Affiliate may order these through its Reseller for a fee. The submission of this Amendment can only be placed against a 2011 Enterprise Agreement or an Enrollment that has the Updated EA Amendment terms and conditions applied. The submittal of this Amendment may not be contingent on submittal of a new Enterprise Agreement. 2. Section 5a of the Enrollment titled "Order Requirements ", is hereby amended and restated in its entirety with the following: a. Minimum Order Requirements. Enrolled Affiliate's Enterprise must have a minimum of 25 Qualified Users or Qualified Devices. (i) Initial Order. Initial order must include at least 25 Licenses from one of the four groups outlined in the Product Selection Form. (ii) If choosing Enterprise Products. If choosing Enterprise Products in a specific group outlined in the Product Selection Form, Enrolled AffiWe's initial order must include an Enterprise -wide selection of one or more Enterprise Products or a mix of Enterprise Products and corresponding Enterprise Online Services for that group. (iii) Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. (iv) Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. 3. Software Assurance renewal. Renewing Software Assurance: If Enrolled Affiliate will be renewing Products El Software Assurance coverage from a separate agreement, check this box. By checking the above box, a new section is added to the Enrollment entitled "Software Assurance addition." Enrolled Affiliate is permitted to and will include in its initial order under this Enrollment Software Assurance quantities from eligible Program's identified in the table below, even though Enrolled Affiliate is not otherwise eligible to order such Software Assurance without simultaneously ordering a License. Enrolled Affiliate agrees that any perpetual Licenses received through the New Software Assurance shall supersede and replace the underlying Licenses, and the underlying Licenses are not to be transferred separately from any Licenses received through the New Software Assurance. Any remaining payment obligations with respect to the underlying Licenses shall continue in effect. EAEnrAmend (Sub250)(Ind)(ENG)(Apr2012) Sub 250 Enterprise Enrollment W W29 Page 1 of 2 Program License ID Number Expiration Date This amendment must be attached to a signature form to be valid. EAEnrAmend (Sub250)(Ind)(ENG)(Apr2012) Sub 250 Enterprise Enrollment W 29 Page 2 of 2 Document Revision Authorization By signing below, you agree to allow the SHI Microsoft Contracts audit team to make necessary changes and minor revisions to your Microsoft Enrollment including, but not limited to: • Correcting typographical errors • Adding /changing enrollment numbers • Adding /changing amendment numbers Additionally, you acknowledge and consent that: • You will be notified of any change the SHI Microsoft Contracts team makes while submitting your Enrollment to Microsoft. • No alteration by the SHI Microsoft Contracts team will alter your terms and /or pricing for your Enrollment. Customer Name Monroe County Public Safety Customer Representative Signature Customer Printed Name and Title George Neugent — Mayor Date 4J' Pricing Proposal Quotation #: 6707604 Created On: Jun -04 -2013 Valid Until: Jul -04 -2013 Monroe County FL Account Executive Bob Ward Daniel Bellinger Phone: (305) 453 -8792 100 North Tampa Street Fax: Suite 3620 Finai: ward -bob @ monroecounty -fl.gov Phone: 813.340.5677 Fax: 732.868.6055 Email: Daniel_Bellinger @ shi.com All Prices are in US Dollar (USD) The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/returnpolicv, unless there is an existing agreement between SHI and the Customer. Product Qty Your Price Total 1 WinPro ALNG UpgrdSAPk MVL Pftfnn 25 $48.00 $1,200.00 Microsoft - Part#: FQC -02462 2 OfficeProPlus ALNG LicSAPk MVL Pltfrm 25 $164.00 $4,100.00 Microsoft - Part#: 269 -12445 3 CoreCAL ALNG LicSAPk MVL Pltfrm DvcCAL 25 $65.00 $1,625.00 Microsoft - Part#: W06 -01063 4 Microsoft Exchange Online Standard - Subscription license ( 12 months) - 1 user 120 $47.00 $5,640.00 Microsoft - Part#: TRA -00047 Total $12,565.00 The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/returnpolicv, unless there is an existing agreement between SHI and the Customer. Microsoft Volume License Agreement Under State of Florida Contract 252 - 001 -09 -1 Master Agreement # 01E61767 Information Technology Monroe County BOCC July 17, 2013 Background Information The County currently has a volume licensing agreement for Microsoft products including Office and the Windows operating system. Due to changes in our main agreement a secondary sub - agreement was needed for computers and users that work under Emergency Services. This renewal will ensure that our licensing remains up to date and current. The cost of this renewal over three years is $37,695. This sub - agreement provides for use on each PC in each of the County's Fire stations. It also provides for device client access licenses for the laptops used by Emergency Management whenever the EOC is activated. Finally it includes 120 Exchange licenses that will enable Fire Rescue personnel to access County email from their personal devices. This agreement is separate from our main agreement due to the fact that the licensing structure is based on the device, not the user. Our main agreement now is structured on a per user basis. If the County renews this agreement, we will be able to upgrade any of these workstations to any valid Microsoft operating system. It also enables us to upgrade our Microsoft Office version on these workstations to newer versions when they are available and make sense for us to move to them. Finally, it will enable Fire Rescue personnel to use their personal devices to received email updates for scheduling and other information from their leadership from our Exchange server. Sole Source justification SHI International Corp is the sole vendor selected by the State of Florida Department of Managed Services to see the pricing for Microsoft Volume Licensing Agreements under the State of Florida Contract 252 - 001 -09 -1. A copy of an email received from our Microsoft Sales Representative is attached as additional backup to this item. Furthermore, the Monroe County Code, Section 2- 347(e)(5)(c), as revised in 2012, states that "the competitive bidding procedures are not required to apply to the following:... (c) ... on -going payments and fees for maintenance and support of existing software technology which has been purchased in accordance with existing procurement requirements; software packages for personal computers approved by the County's Technical Services department." This software is purchased under a competitively bid state contract in accordance with existing procurement requirements and therefore need not be put out for competitive bid. Staff Recommendation Information Technology recommends that the Monroe County Board of County Commissioners approve the 3 -year renewal of the Microsoft Volume Licensing Agreement under the State of Florida Contract # 252 - 001 -09 -1. AMENDMENT NO. 5 To State Term Contract 252 - 001 -09 -1 Microsoft License, Maintenance, & Services This Amendment No. 5 ( "Amendment "), effective as of the last date signed below, to the Microsoft License, Maintenance, & Services Contract No. 252 - 001 -09 -1 ( "Contract') effective between the State of Florida, Department of Management Services ( "Department' or "Customer") and SHI International Corporation ( "Contractor"). Department and Contractor are collectively referred to herein as the "Parties." All capitalized terms used herein shall have the meaning assigned to them in the Contract, unless otherwise defined herein. The parties hereto agree to amend the contract as follows: 1.0 THE ENROLLMENT FOR EDUCATION SOLUTIONS The Enrollment for Education Solutions (EES) shall be added to the contract under the Master Business Agreement and shall be effective as of the last date signed below. 2.0 CONFLICT To the extent any of the terms of this Agreement conflict with the terms of the Contract, the terms of this Agreement shall control. All other terms of the Contract, or as previously amended, remain in full force. 3.0 WARRANTY OF AUTHORITY Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective party. State of Florida, Department of Management Services: By: Name: Kelley J. Scott Acting Director of State Purchasing Title: and Chief Procurement Officer Date: SHI International Corporation: By: Name: Title: Date: AMENDMENT NO. I To Slabs Terra Contract 252- 001 -09 -1 Adicxesaft License, Maintenance, & Saruleas This amendment No. 5 rAmendmere), eft etive as*( the last date signed below, to the Miaosoft LJcenoe, Maintenance. & Services Coritrad No. 252 -001 -W 1 ('Contraar effective between the Stabs of Florida, Dapartmertt of Management $ervices (Depdrtrllenr or "CusiorrTer") and SHI Interrretional Corporation (`Contractor'). Department and Contractor are collet rely referred to herein as the 'Parties.' Al capkal"eedferms used heroin shad have the meaning assigned to them in the Contract, unless otherwiae defined herein. The parties hansto agree to amend the Contract as fotlows: 1.0 THE ENROLLMENT FOR EDUCATION SOLUTrONS The Enrollment for Eduaiifion Solutions (EES) shall he added to the contract under the Master Bu9iness Agreement and shall be effective as of the Iasi date signed below, 2.0 CON FUCT To The extent any of the terms of this Agreement conflict Wth the terms of the GnntrarA, the terms OF this Agreement shall conlrnl. Al l other terms of the Contract, or as previously amended, remain in full force. sA WARRANTY OF AUTHORITY Each person signing this Agreement warrants that he or she is duly authorized to do so and to bi nd the respective party. Rtats of Florida, Oepartirr m,or m eats tee Br. blame: I{elletr J. Scan Acting DlnCebbr of $tats Purchasing Title; and Chief Pmeu ranu tt Officer SHI Intematlorral Corporation- NOME • 1 + tt _ rr l-. Title: Data: Microsoft Software, Licenses and Maintenance 252- 001 -09 -1 Page 2 of 84 41 amomorr NO. TO $400 Tatty (%IlVACt252 UW -Siff• f f IOASCtt:xxoru . U&K*anVW, R serv&"m Tt' X A1Rtf *ftAt -MO, i ; 'ArWTtt'if 4'� . afklays w et jha sit 'l:fiR` giglfyA rttxc i7 the kfic701A t 1Carw, htwApfiam i WWN ,= r.. Ng) ZSZ- atrl,V. t ::arms si(e mw betaean the fish d Ficuda. CaWrimv Vl t 9Sr+etvreR r;tr+ t (tJhusrtnatrrt'tr r „spanar'y are S}a r,xetna�aorser toraoratrctt t icittrAdtt• °} peoatm�sns ta:d t.U+tteaCCp xa t>o lSuGty s itef* W to t+rdo' a# -m - Pattft ` 44 "puWad shun .:!vQ jw*j await rra* Pte mesnaip "*0 to Marty we Pv 0cmirfat, usrhu uthwwSt- deGgad r jw. Tbe. oxto t wan ftrea zu Erna tlw CXC*OA ax favw% i A lari r1se Rpr0p4wt TN* F tat! �'MOtitr** vmW &* l r e- yrsr J�CraKt!!errt �s karat y urr�rt► dad tr, rnoa:m we Ofty 1 #5 Fran ha wo MO &%sonahttt .rrot"ta nri 3.0 CDIiAXT i0 M s Q>'OerN ��, 01 YVI Wnn t+i t#WS aQA!�r:►ent t'.rpiGCr +Ml1is D�¢ f+rhbl'i pt t!t1. (3(+!!�xt, rl'v !cams of v is .'Ignr:nr+tr ritlp re:•a:at aN su x term C�Avtl 4 :e as i%*vich,* amendM. rerrmat in to?I kmx. 3.0 VK#APAWrY OF AUTHOPR1r Esna WK-F ?"WO-9 015 "19 Mrwa ""W” ihdt :v; CK 0Q '.tear zJlAtrUAd to o" anti !o bwd tba twwo !*4 pony shoo of Ftvrfda, Oep+at� oti�reaSara aR�N; sy: Na►Ito: CpJL Chm tv & SK btramapatpd Gorpdesrlon Tft. Microsoft Software, Licenses and Maintenance Page 3 of 84 252- 001 -09 -1 AMENDMENT NO.4 To State Term Contract 252 - 001 -09 -1 Microsoft License, Maintenance, & Services This Amendment No. 4 ( "Amendment'), effective as of the last date signed below, to the Microsoft License, Maintenance, & Services Contract No. 252 - 001 -09 -1 ( "Contract') effective between the State of Florida, Department of Management Services ( "Department' or "Customer") and SHI International Corporation ( "Contractor"). Department and Contractor are collectively referred to herein as the "Parties." All capitalized terms used herein shall have the meaning assigned.to them in the Contract, unless otherwise defined herein. The parties hereto agree to amend the contract as follows: 1.0 Enterprise Agreement The Enterprise Enrollment under the Enterprise Agreement is hereby amended to include the Office 365 Plan G3 and the associated waterfall pricing. 2.0 CONFLICT To the extent any of the terms of this Agreement conflict with the terms of the Contract, the terms of this Agreement shall control. All other terms of the Contract, or as previously amended, remain in full force. 3.0 WARRANTY OF AUTHORITY Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective party. State of Florida, Department of Management Services: By: Name: Kelly Loll, C.P.M. Chief Procurement Officer & Title: Director of State Purchasing Date: SHI International Corporation: By: Name: Title: Date: Microsoft Software, Licenses and Maintenance 252- 001 -09 -1 Page 4 of 84 Enterprise Agreement Amendment ID CTM 000- rudyg -S�009 This amendment ( "Amendment ") is entered into between the parties identified on the signature form. All terms used but not defined in this Amendment will have the same meanings provided in Enterprise Agreement No. OIE73214 ( "Agreement "). The parties agree that the Agreement is amended as follows: Notwithstanding anything to the contrary, the following is hereby added to the Agreement: For purposes of this Amendment, the following additional definitions will apply: "Aggregate G3 Count" means, as of the date it is measured, the aggregate total of unexpired Office 365 Plan G3 ( "G3") User Subscription Licenses ( "USL ") across each of the Qualifying State Agencies' Enrollments; "Maximum Aggregate G3 Count" means, for any invoice under the Enrollment amended by the Office 365 Price Waterfall Enrollment Amendment, the highest Aggregate G3 Count measured as of any Volume Determination Dates prior to the invoice date; "Office 365 Price Waterfall Enrollment Amendment" means the amendment that is applied at the Enrollment level for each Qualifying State Agency that acquires G3; "Qualifying State Agencies" means the Florida State Agencies listed in the following table; Qualifying State Agencies Division of Administrative Hearings Agency for Enterprise Information Technology Agency for Healthcare Administration Agency for Persons with Disabilities Dept of Agriculture & Consumer Services Dept of Legal Affairs (Attorney General) Auditor General Department of Business & Professional Regulation Dept of Children & Families Dept of Citrus Florida Commission on Human Relations Microsoft Software, Licenses and Maintenance Page 5 of 84 252- 001 -09 -1 Dept of Corrections Florida Developmental Disabilities Council Dept of Economic Opportunity Dept of Elder Affairs Dept of Emergency Management Dept of Environmental Protection Dept of Financial Services Fish & Wildlife Conservation Commission Florida Cabinet Florida Guardian Ad Litem Program Executive Office of the Governor Dept of Health Dept of Highway Safety & Motor Vehicles Enterprise Florida Florida House of Representatives Florida Housing Finance Corporation Justice Administrative Commission Dept of Juvenile Justice Dept of Law Enforcement Dept of Lottery Dept of Management Services Dept of Military Affairs Northwood Shared Resource Center Office of Financial Regulation Office of Insurance Regulation Office of Legislative Information Technoloev Services OPPAGA Parole Commission PERC Public Services Commission Florida Retirement System Dept of Revenue Florida Senate Southwood Shared Resource Center Space Florida Dept of State Florida State Board of Administration Florida State Courts State Fire Marshal Dept of Transportation Microsoft Software, Licenses and Maintenance Page 6 of 84 252- 001 -09 -1 Dept of Veterans' Affairs Visit Florida Workforce Florida "Volume Determination Date" means the date at which the aggregate total of unexpired G3 USLs is calculated, as defined in the Office 365 Price Waterfall Enrollment Amendment. Office 365 Plan G3 Price Waterfall Amendment. Microsoft agrees to allow Qualifying State Agencies to sign the Office 365 Price Waterfall Enrollment Amendment to govern Microsoft's price to Customer's reseller for G3. Each Enrolled Affiliate's price and payment terms for each payment for G3 will be established by its Reseller based upon confidential monthly per -user reseller prices provided to Reseller by Microsoft. Microsoft has established three levels of monthly per -user Reseller pricing for G3 for the Qualifying State Agencies that sign the Office 365 Price Waterfall Enrollment Amendment under their Enrollments: (i) The "Sub -50K Level," which will apply to all payments for which the Maximum Aggregate G3 Count, as of the Volume Determination Date which occurred immediately prior to the payment date, is less than 50,000; (ii) The "50K Level," which will apply to all payments for which the Maximum Aggregate G3 Count, as of the Volume Determination Date which occurred immediately prior to the payment date, is between 50,000 and 69,999; and (iii)The "70K Level," which will apply to all payments for which the Maximum Aggregate G3 Count, as of the Volume Determination Date which occurred immediately prior to the payment date, is equal to or greater than 70,000. Per the terms of the Office 365 Price Waterfall Enrollment Amendment, Enrolled Affiliates will acknowledge that they have been provided a quote for each of the three price levels shown above, and understands if, when, and how its pricing will change according to the terms and conditions of the Office 365 Price Waterfall Enrollment Amendment. This amendment is valid until expiration of the current term of this Agreement. No extension of this Agreement is provided without Microsoft's prior written consent. This amendment must be attached to :a signature form to be valid. Microsoft Software, Licenses and Maintenance Page 7 of 84 252- 001 -09 -1 AUW)U"t No a r k , MVIOTBOrn towmim.fl-, " ;0.1 mW.ftWr&* 41 sde'rA"s TWO A40od1". W Um 6* ,* 1 2 1 0 MAMA L-p;Qcm4. Vjwle•ja & 3 aft--" t'LWAW trey iNA16 IW F*Wdo OftwUne-w tit tApf• Voll""by Paler: W Fe lw"� a ttkR I PM4004* -6 b c*O&K LQ'4m 4ud :jwum avv% bam, ino 4 ft*lwd 1D Vv= it- 3m CW*.W, tqW" bmemise #"r.Ad t#rw. (mom tr3RVlotpswa 10 ben e-ON.Mv 4nq$v. i ** bd ACADIElft 9VACr oem&gMENT T1* Al=*Mlc SCWO 4 "" m 40 P#K* twWlsfmcwl M DOMPW JM3 2- * ACAOMIC 5 "CT PUS AG ROWNT ft Aesdom- *Wiwi Na aw mp% & , f 4 OAS 119rm U*" last 3.0 CONFUV &*VOUIlh: *M1086. � fPr*m im 6jo k-jc* rWm%V or dti 4,0 WA"Amty OF AurOORKV Z* Wv- I-WWV 1 4LA Apemnam waftwiLs!;jai ha V U 18 01* OLI'X*Usd 10 GO Kr mw v bov the parri 0 FIVLACMMPJff CXW7RACI. A mprx—nt wwwoo troy to es"Ap ** 'qx ior.rj jr* *xWWjklOe r ro owlicom 'rtv rqoacmlm CM40 b tWI a am is *Mrcv t* WkMvJn V "S *Ri%Pvmd CO!" XI Mwnb*; 242-Dat•0%• 1. ftM Of PWIda, 040 pmCmiiFm ON w4maluna CWvW*Om Microsoft Software, Licenses and Maintenance Page 8 of 84 252-001-09-1 AMENDMENT NO. 3 To State Term Contract 252 - 001 -09 -1 Microsoft License, Maintenance, & Services This Amendment No. 3 ( "Amendment "), effective as of the last date signed below, to the Microsoft License, Maintenance, & Services Contract No. 252 - 001 -09 -1 ( "Contract ") effective between the State of Florida, Department of Management Services ( "Department" or "Customer") and SHI International Corporation ( "Contractor'). Department and Contractor are collectively referred to herein as the "Parties." All capitalized terms used herein shall have the meaning assigned to them in the Contract, unless otherwise defined herein. The parties hereto agree to amend the contract as follows: 4.0 ACADEMIC SELECT AGREEMENT The Academic Select agreement is terminated as of February 27, 2013. 5.0 ACADEMIC SELECT PLUS AGREEMENT The Academic Select Plus shall replace the Academic Select agreement as of the last date signed below. 6.0 CONFLICT To the extent any of the terms of this Agreement conflict with the terms of the Contract, the terms of this Agreement shall control. All other terms of the Contract, or as previously amended, remain in full force. 7.0 WARRANTY OF AUTHORITY Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective party. 8.0 REPLACEMENT CONTRACT. A replacement contract may be established for these services prior to the expiration of this renewed contract. The replacement contract shall supersede and cause early termination of this renewed contract number 252 - 001 -09 -1. State of Florida, Department of Management Services: SHI International Corporation: By: Name: Kelly Loll, C.P.M. Chief Procurement Officer & Title: Director of State Purchasing Date: Microsoft Software, Licenses and Maintenance 252 - 001 -09 -1 By: Name: Title: Date: Page 9 of 84 Microsoft VnIurne Licensing academic Select Pius Agreement Amendrnerd IbCTM This.hcedavioS&ct Pats AstenOMent CAtttlMmar` ) is ertlw into bet men the emn st or4he efbatiae dais ider0isd in the SiWw b omr. The terms Prod conduits in this AmwWrn rot &"rands myconXteting terms and candbms in the Agrocmont, I. Section 17.c. ie imeb y arndded and mab ed in its entinmy s: l umv Afl Ikhm and cont aetom Neither Miaosott IWr huditubun shal bring any action sgakwt the otWe AfKaica or cwtm=s in rasped of any rrwftr wbkl% IS diadabnsd on their behalf In to Is Sectnn �rct for as tGertr a br florid, at►n, �MCit W rb ilMSnirtify tiu other in ate avant or any Wenh *O his is provision. ar� , . tcSekelPwtltl 'Gyi1W+sXlsltrlrtiYGce t7} ApoftObtme yr; CTRL ps" t eF r Microsoft Software, Licenses and Maintenance Page 10 of 84 252- 001 -09 -1 AMENDMENT N O. 2 Contract Ran To State Term Contract 252 -001.09 -1 MicroW Llcanaa, Maintenance, & Services This Amendment Na 2 ('Anierdrrerl' effeClive as of And 1 1. 2013, to the DA . License. Ma`'Aananue. & Service% Contract N.D. 252.01 - 09 - 1 {"Contract', aRaetive between the State of Florida, Department of Management Serviloe9 (''Depart-lsnt' or "Customer') and SHI Intarnatanal Corocrotlon i" Contractor'). Oeparrrert and Cont r 3m oollaobvely referred to harain au the `Parties.' 'All capltalized terms used harem shall nave:he meaning asa:grrad in them in the Contract, unleee aherwiss defined herein WHEREAS WA Cantraot was originally entered an April 1 2W93 with Contractor for the provision of Microsoft Lice - se. Maintanance, & Services, and is scheduled to expire on Man:h 3', 2012: and WHEREAS the Cont renewed or) ApHl 1, 2012 and is sehaculad toexpi% eon March 3 2013: and WHEREAS in aDOCrclance with Seatioi 4.26 of the State Term Contract No. 252.00 -09 -1, upon A)Ltuel agreement, the Customer and VuL Contractor nay ronevi the Contract, in whole or in part, f ora period that tney not exceed 3 years or the term - the contract whichaver period is longer; and THEREFORE, in conslderatlon of +A mu4:al promises curtained below and afher good and valuacla consAafation, receipt and s9,fficiency of wh ch are hereby ooknoviledge'd, the Pa ties agree to The forlo+uing: 1.0 Contract Renewal. The Department ftr6oy execules Sts rer,ewa. option purauent to the provision c'. Secbon 4.26 Renewal of Cwtract Section 5.16 Pricing, o In accordance with 5ecaon 287.957(13), Flonda Statues, 'or ;wn years and is lareoy rame.ved effective April 1, 2013 Ihrcugh March 31, 2015, 2.0 Repo111na Raauireme section 5.3. Amendment 1 of the Conxact, s revissd to rempv° N3GP reporting requirements and M I include s new Quarterly ROporLng Form (see Attachment A). 3,0 warrant of Authority. Each person ssgning 1h IS AM211(1 ant warrants that he or she is d authored to do so and to bind the respective petty. 4.8 Effgol; Unless af:lerwise modl6ed by this Amendment all terns and Gond.tians contalnsd In the Contlarst, ae amended previously, shall continua IA full forte and e.'feet. State of Florida, Departnlard of FAana®ement Services: By: f Nante: Kally Loll C - P.IN- Chief Prowrvment (Whom a TiB6: Director of State Purchasin : Data l! ") _ SHI Into madonol Corporation: by: Name; ,r Title: � Da%: Page 1 of 1. Microsoft Software, Licenses and Maintenance 252 - 001 -09 -1 Page 11 of 84 U � N � O � O W v � 4 o o � � NOODD ►-- =Emil, INE '111 Mill INN IN v w 0 M N by td 0.. N U C C N G . C cd N N C N U N L 3 Cd C4 ON �o o -- N U C N N Microsoft Licenses, Maintenance & Service 252- 001 -09 -1 Quarterly Report Form — Attachment A AMENDMENT NO. 1 To State Term Contract 252 - 001 -09 -1 Microsoft License, Maintenance, & Services This Amendment No. 1 ( "Amendment "), effective as of April 1, 2012, to the Microsoft License, Maintenance, & Services Contract No. 252 - 001 -09 -1 ( "Contract ") effective between the State of Florida, Department of Management Services ( "Department" or "Customer") and SHI International Corporation ( "Contractor"). Department and Contractor are collectively referred to herein as the "Parties." All capitalized terms used herein shall have the meaning assigned to them in the Contract, unless otherwise defined herein. WHEREAS the Contract was originally entered on April 1, 2009 with Contractor for the provision of Microsoft License, Maintenance, & Services, and is scheduled to expire on March 31, 2012; and WHEREAS in accordance with Section 4.26 of the State Term Contract No. 252- 001-09-1, upon mutual agreement, the Customer and the Contractor may renew the Contract, in whole or in part, for a period that may not exceed 3 years or the term of the contract, whichever period is longer; and THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following: 1.0 Contract Renewal. The Department hereby executes its renewal option pursuant to the provision of Section 4.26 Renewal of Contract, Section 5.16 Pricing, and in accordance with Section 287.057(13), Florida Statues, for one year and is hereby renewed effective April 1, 2012 through March 31, 2013. 2.0 Reporting Requirements Section 5.9, of Contract No. 252 - 001 -09 -1, is superseded and entirely replaced with the following: 5.9 Sales Summary Reports Each Contractor shall submit a sales report on a Quarterly basis. Reporting periods coincide with the State Fiscal Year: • Quarter 1- (July- September) • Quarter 2 - (October - December) • Quarter 3 - (January- March) • Quarter 4 - (April -June) Each Quarterly Sales Report must be in Excel format and shall include: • Contractor's Name and contact information as required on the Department of Management Services "Contract Quarterly Report" • Detail of time period covered by included data • Total sales including detail of list price and contract price • Transaction detail will include: Your product part number if applicable Given name of Item or Service Manufacturer, Publisher, Service Provider Description of the product category, according to attached table Additional groupinq for item Additional detail for item State Agencies, Universities, Political Subdivisions, Other Eligible Users National Institute of Government Procurement code Florida Commodity Code Unit of Measure Description of unit of measure see example Number of items /services purchased /provided Failure to provide quarterly and annual sales reports, including no sales, within thirty (30) calendar days following the end of each quarter (January, April, July and October) and /or contract year may result in the contract supplier being found in default and cancellation of the contract by the Department. Upon request, the Contractor shall report to the Department, spend with certified and other minority business enterprises. Reports must include the period covered, the name, minority code and Federal Employer Identification Number of each minority vendor utilized during the period, commodities and services provided by the minority business enterprise, and the amount paid to each minority vendor on behalf of each purchasing agency ordering under the terms of this contract. Initiation and submission of the Contract Sales Summaries are to be the responsibility of the Contractor without prompting or notification by the Contract Manager. The Contractor will submit the completed Contract Sales Summary forms by email to the Contract Manager. 3.0 Employment Verification. Pursuant to State of Florida Executive Orders Nos.: 11- 02 and 11 -116, Contractor is required to utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment of all new employees hired by the Contractor during the contract term. Also, Contractor shall include in related subcontracts a requirement that subcontractors performing work or providing Microsoft Software, Licenses and Maintenance Page 15 of 84 252- 001 -09 -1 services pursuant to the state contract utilize the E- Verify system to verify employment of all new employees hired by the subcontractor during the contract term. 4.0 Scrutinized Company List. In executing this contract, Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes. Pursuant to section 287.135(5), F.S., Contractor agrees the Department may immediately terminate this contract for cause if the Contractor is found to have submitted a false certification or if Contractor is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List during the term of the contract. 5.0 Preferred Pricing. The Contractor agrees to submit to the Department, at least annually, an affidavit from an authorized representative attesting that the Contractor is in compliance with the preferred pricing provision in Section 4(b) of form PUR 1000. 6.0 Warrant of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party. 7.0 Effect: Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. State of Florida, Department of Management Services: By: Name: Kelly Loll, C.P.M. Chief Procurement Officer & Title: Director of State Purchasing Date: SHI International Corporation: By: Name: Title: Date: Approved as to form and legality By: Office of the General Counsel Department of Management Services Date Microsoft Software, Licenses and Maintenance 252- 001 -09 -1 Page 16 of 84 Division of State Purchasing 4050 Esplanade Way, Suite 360 Tallahassee. Florida 32399 -0950 C ^ r v i c ^ sy ax: 8 5 , 4 C 1 \J Fax: 850.414 -6122 www.dms.MyFlorida.com Governor Charlie Crist Secretary Linda H. South CERTIFICATION OF CONTRACT TITLE: Large Account Reseller for Microsoft Software, Licenses and Maintenance CONTRACT NO.: 252 - 001 -09 -1 ITN NO.: 11- 252 -001 -H EFFECTIVE: April 1, 2009 — March 31, 2012 SUPERSEDES: 255 - 001 -01 -1 Large Account Reseller for Microsoft Software, Licenses and Maintenance, expiring March 31, 2009 CONTRACTOR(S): Software House International, Inc. A. AUTHORITY - Upon affirmative action taken by the State of Florida Department of Management Services, a contract has been executed between the State of Florida and the designated contractors. B. EFFECT - This contract was entered into to provide economies in the purchase of Microsoft Software, Licenses and Maintenance by all State of Florida agencies and institutions. Therefore, in compliance with Section 287.042, Florida Statutes, all purchases of these commodities shall be made under the terms, prices, and conditions of this contract and with the suppliers specified. C. ORDERING INSTRUCTIONS - All purchase orders shall be issued in accordance with the attached ordering instructions. Purchaser shall order at the prices indicated, exclusive of all Federal, State and local taxes. All contract purchase orders shall show the State Purchasing contract number, product number, quantity, description of item, with unit prices extended and purchase order totaled. (This requirement may be waived when purchase is made by a blanket purchase order.) D. CONTRACTOR PERFORMANCE - Agencies shall report any vendor failure to perform according to the requirements of this contract on Complaint to Vendor form PUR 7017. Should the vendor fail to correct the problem within a prescribed period of time, then form PUR 7029, Request for Assistance, is to be filed with this office. E. SPECIAL AND GENERAL CONDITIONS - Special and general conditions are enclosed for your information. Any restrictions accepted from the supplier are noted on the ordering instructions. Authorized Signature (date) DSP /Ilp Attachments Microsoft Software, Licenses and Maintenance Page 18 of 84 252- 001 -09 -1 Contract Administrator Lori Potts Phone: 850 - 487 -4196 Email: Lori. PottsCcDdms.myflorida.com Microsoft Software, Licenses and Maintenance Page 19 of 84 252 - 001 -09 -1 TABLE OF CONTENTS 1.0 INTRODUCTION 2.0 GENERAL INSTRUCTIONS TO RESPONDENTS (PUR 1001) 3.0 SPECIAL INSTRUCTIONS TO RESPONDENTS 4.0 GENERAL CONTRACT CONDITIONS (PUR 1000) 5.0 SPECIAL CONTRACT CONDITIONS 6.0 TECHNICAL SPECIFICATIONS 7.0 FORMS, ATTACHMENTS, AND WORKSHEETS Microsoft Software, Licenses and Maintenance Page 20 of 84 252- 001 -09 -1 SECTION 1.0 INTRODUCTION CONTENTS 1.1 PURPOSE / TERM 1.2 PRODUCT OFFERINGS 1.3 CONTACT INFORMATION 1.4 EVENT TIMELINE Microsoft Software, Licenses and Maintenance Page 21 of 84 252- 001 -09 -1 1.1 Purpose / Terms The State of Florida, Department of Management Services, Division of State Purchasing provides centralized statewide contracts for software and other commodities and services for use by all state agencies, political sub - divisions (such as municipalities, towns, schools, universities, etc.) and others authorized by law to use state contracts. The purpose of this solicitation is to establish a 36 month contract with the option for renewals per section 287.057 (14) (a.) for the purchase of Microsoft Software, Licenses and Maintenance. The contract term is anticipated to begin on or about April 1, 2009. The State's MyFloridaMarketPlace e- Procurement system (the "System ") will be used to conduct this competitive event. If you are interested in bidding on this MyFloridaMarketPlace and adhere to section 3.4 of this solicitation. software contract, you must be registered in "who may bid" requirements as outlined in 1.2 Product Offerings Products available under this Contract are set forth in Section 6 of this solicitation. These offerings may be updated during the Contract term to incorporate new Product offerings, as well as price revisions and to discontinue items no longer offered by Microsoft. Offering updates must be submitted as outlined in Section 5.18 of this solicitation. 1.3 Contact Information The primary contact for this solicitation is: Lori Potts Purchasing Analyst, State Purchasing Department of Management Services 4050 Esplanade Way, Suite 360 Tallahassee, FL 32399 -0950 Office: (850) 487 -4196 (850) 414 -8331 (facsimile) Lori. PottsC?dms.myflorida.com Microsoft Software, Licenses and Maintenance Page 22 of 84 252- 001 -09 -1 1.4 Event Timeline. EVENT TIMELINE IT IS STRONGLY RECOMMENDED THAT YOU SUBMIT YOUR BID AS EARLY AS POSSIBLE. YOU SHOULD ALLOW TIME TO RECEIVE ANY REQUESTED ASSISTANCE AND TO RECEIVE VERIFICATION OF YOUR SUBMITTAL; WAITING UNTIL THE LAST HOURS OF THE SOLICITATION COULD IMPACT THE TIMELY SUBMITTAL OF YOUR BID. DO NOT RELY ON THE "MY FLORIDA MARKETPLACE" SOURCING TOOL'S TIME REMAINING CLOCK. THE OFFICIAL SOLICITATION CLOSING TIME SHALL BE AS REFLECTED IN THE TIMELINE (SECTION 1.4) OF THIS ITN. Microsoft Software, Licenses and Maintenance Page 23 of 84 252- 001 -09 -1 - T lmdl.V ���•. r r x7� use ITN Release 25 Nov 08 Optional MFMP Sourcing Training 2:00 PM 2 Dec 08 Deadline for Questions Submitted via the Q &A Board within MyFloridaMarketPlace 2:00 PM 9 Dec 08 Answers to Respondents Questions Posted 12 Dec 08 ITN Submission Deadline 2:00 PM 6 Jan 09 Evaluation 12 Jan 09 — 23 Jan 09 Evaluation Scoring Session (Public meeting will be held in building 4050, Room 101 2:00 PM 27 Jan 09 Electronic Posting of Promotion to Stage 2 (Pricing and Negotiation) 27 Jan 09 Final Pricing and Negotiation (if required) 28 Jan — 13 Feb 09 Posting of Intent to Award On or about 19 Feb 09 Contract Start Date On or about 1 Apr 09 IT IS STRONGLY RECOMMENDED THAT YOU SUBMIT YOUR BID AS EARLY AS POSSIBLE. YOU SHOULD ALLOW TIME TO RECEIVE ANY REQUESTED ASSISTANCE AND TO RECEIVE VERIFICATION OF YOUR SUBMITTAL; WAITING UNTIL THE LAST HOURS OF THE SOLICITATION COULD IMPACT THE TIMELY SUBMITTAL OF YOUR BID. DO NOT RELY ON THE "MY FLORIDA MARKETPLACE" SOURCING TOOL'S TIME REMAINING CLOCK. THE OFFICIAL SOLICITATION CLOSING TIME SHALL BE AS REFLECTED IN THE TIMELINE (SECTION 1.4) OF THIS ITN. Microsoft Software, Licenses and Maintenance Page 23 of 84 252- 001 -09 -1 SECTION 2.0 GENERAL INSTRUCTIONS TO RESPONDENTS, STATE OF FLORIDA FORM PUR 1001 Please refer to section 1.4 on the RFX info tab of this solicitation within the MyFloridaMarketPlace Sourcing Tool. CONTENTS 2.1 Definitions 2.2 General Instructions 2.3 Electronic Submission of Responses 2.4 Terms and Conditions 2.5 Questions 2.6 Conflict of Interest 2.7 Convicted Vendors 2.8 Discriminatory Vendors 2.9 Respondent's Representation and Authorization 2.10 Manufacturer's Name and Approved Equivalents 2.11 Performance Qualifications 2.12 Public Opening 2.13 Electronic Posting of Notice of Intended Award 2.14 Firm Response 2.15 Clarifications/ Revisions 2.16 Minor Irregularities/Right to Reject 2.17 Contract Formation 2.18 Contract Overlap 2.19 Public Records 2.20 Protests 2.21 Limitation on Vendor Contact with Agency During Solicitation Period 2.1. Definitions. The definitions found in s. 60A- 1.001, F.A.C. shall apply to this agreement. The following additional terms are also defined: (a) "Buyer" means the entity that has released the solicitation. The "Buyer" may also be the "Customer" as defined in the PUR 1000 if that entity meets the definition of both terms. (b) "Procurement Officer" means the Buyer's contracting personnel, as identified in the Introductory Materials. (c) "Respondent" means the entity that submits materials to the Buyer in accordance with these Instructions. (d) "Response" means the material submitted by the respondent in answering the solicitation. Microsoft Software, Licenses and Maintenance Page 24 of 84 252- 001 -09 -1 (e) "Timeline" means the list of critical dates and actions included in the Introductory Materials. 2.2. General Instructions. Potential respondents to the solicitation are encouraged to carefully review all the materials contained herein and prepare responses accordingly. 2.3. Electronic Submission of Responses. Respondents are required to submit responses electronically. For this purpose, all references herein to signatures, signing requirements, or other required acknowledgments hereby include electronic signature by means of clicking the "Submit Response" button (or other similar symbol or process) attached to or logically associated with the response created by the respondent within MyFloridaMarketPlace. The respondent agrees that the action of electronically submitting its response constitutes: • an electronic signature on the response, generally, • an electronic signature on any form or section specifically calling for a signature, and • an affirmative agreement to any statement contained in the solicitation that requires a definite confirmation or acknowledgement. 2.4. 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 and Instructions, • Instructions to Respondents (PUR 1001), • General Conditions (PUR 1000), and • Introductory Materials. The Buyer objects to and shall not consider any additional terms or conditions submitted by a respondent, including any appearing in documents attached as part of a respondent's response. In submitting its response, a respondent agrees that any additional terms or conditions, whether submitted intentionally or inadvertently, shall have no force or effect. Failure to comply with terms and conditions, including those specifying information that must be submitted with a response, shall be grounds for rejecting a response. 2.5. Questions. Respondents shall address all questions regarding this solicitation to the Procurement Officer. Questions must be submitted via the Q &A Board within MyFloridaMarketPlace and must be RECEIVED NO LATER THAN the time and date reflected on the Timeline. Questions shall be answered in accordance with the Timeline. All questions submitted shall be published and answered in a manner that all respondents will be able to view. Respondents shall not contact any other employee of the Buyer or the State for information with respect to this solicitation. Each respondent is responsible for monitoring the MyFloridaMarketPlace site for new or changing information. The Buyer shall not be bound by any verbal information or by any written information that is not contained within the solicitation documents or formally noticed and issued by the Microsoft Software, Licenses and Maintenance Page 25 of 84 252- 001 -09 -1 Buyer's contracting personnel. Questions to the Procurement Officer or to any Buyer personnel shall not constitute formal protest of the specifications or of the solicitation, a process addressed in paragraph 19 of these Instructions. 2.6. 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. 2.7. 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 on a 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. 2.8. Discriminatory Vendors. An entity or affiliate placed on the discriminatory vendor list pursuant to section 287.134 of the Florida Statutes may not: • 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. 2.9. 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 Microsoft Software, Licenses and Maintenance Page 26 of 84 252- 001 -09 -1 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. • Respondent currently 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 Buyer in writing of all convictions of the firm, its affiliates (as defined in section 287.133(1)(a) of the Florida Statutes), and all directors, officers, and employees of the firm and its affiliates for violation of state or federal antitrust laws with respect to a public contract for violation of any state or federal law involving fraud, bribery, collusion, conspiracy or material misrepresentation with respect to a public contract. This includes disclosure of the names of current employees who were convicted of contract crimes while in the employ of another company. • 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: • 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 Buyer and its employees against any cost, damage, or expense which may be incurred or be caused by any error in the respondent's preparation of its bid. Microsoft Software, Licenses and Maintenance Page 27 of 84 252- 001 -09 -1 • All information provided by, and representations made by, the respondent are material and important and will be relied upon by the Buyer in awarding the Contract. Any misstatement shall be treated as fraudulent concealment from the Buyer of the true facts relating to submission of the bid. A misrepresentation shall be punishable under law, including, but not limited to, Chapter 817 of the Florida Statutes. 2.10. Manufacturer's Name and Approved Equivalents. Unless otherwise specified, any manufacturers' names, trade names, brand names, information or catalog numbers listed in a specification are descriptive, not restrictive. With the Buyer's prior approval, the Contractor may provide any product that meets or exceeds the applicable specifications. The Contractor shall demonstrate comparability, including appropriate catalog materials, literature, specifications, test data, etc. The Buyer shall determine in its sole discretion whether a product is acceptable as an equivalent. 2.11. Performance Qualifications. The Buyer reserves the right to investigate or inspect at any time whether the product, qualifications, or facilities offered by Respondent meet the Contract requirements. Respondent shall at all times during the Contract term remain responsive and responsible. In determining Respondent's responsibility as a vendor, the agency shall consider all information or evidence which is gathered or comes to the attention of the agency which demonstrates the Respondent's capability to fully satisfy the requirements of the solicitation and the contract. Respondent must be prepared, if requested by the Buyer, to present evidence of experience, ability, and financial standing, as well as a statement as to plant, machinery, and capacity of the respondent for the production, distribution, and servicing of the product bid. If the Buyer determines that the conditions of the solicitation documents are not complied with, or that the product proposed to be furnished does not meet the specified requirements, or that the qualifications, financial standing, or facilities are not satisfactory, or that performance is untimely, the Buyer may reject the response or terminate the Contract. Respondent may be disqualified from receiving awards if respondent, or anyone in respondent's employment, has previously failed to perform satisfactorily in connection with public bidding or contracts. This paragraph shall not mean or imply that it is obligatory upon the Buyer to make an investigation either before or after award of the Contract, but should the Buyer elect to do so, respondent is not relieved from fulfilling all Contract requirements. 2.12. 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. The Buyer may choose not to announce prices or release other materials pursuant to s. 119.071(1)(b), Florida Statutes. Any person requiring a special accommodation because of a disability should contact the Procurement Officer at least five (5) workdays prior to the solicitation opening. If you are hearing or speech impaired, please contact the Buyer by using the Florida Relay Service at (800) 955 -8771 (TDD). Microsoft Software, Licenses and Maintenance Page 28 of 84 252- 001 -09 -1 2.13. Electronic Posting of Notice of Intended Award. Based on the evaluation, on the date indicated on the Timeline the Buyer shall electronically post a notice of intended award at http://fcn. state. fl. us /owa vbs /owa/vbs www.main menu If the notice of award is delayed, in lieu of posting the notice of intended award the Buyer shall post a notice of the delay and a revised date for posting the notice of intended award. Any person who is adversely affected by the decision shall file with the Buyer a notice of protest within 72 hours after the electronic posting. The Buyer shall not provide tabulations or notices of award by telephone. 2.14. Firm Response. The Buyer may make an award within sixty (60) days after the date of the opening, during which period responses shall remain firm and shall not be withdrawn. If award is not made within sixty (60) days, the response shall remain firm until either the Buyer awards the Contract or the Buyer receives from the respondent written notice that the response is withdrawn. Any response that expresses a shorter duration may, in the Buyer's sole discretion, be accepted or rejected. 2.15. Clarifications /Revisions. Before award, the Buyer reserves the right to seek clarifications or request any information deemed necessary for proper evaluation of submissions from all respondents deemed eligible for Contract award. Failure to provide requested information may result in rejection of the response. 2.16. Minor Irregularities/Right to Reject. The Buyer reserves the right to accept or reject any and all bids, or separable portions thereof, and to waive any minor irregularity, technicality, or omission if the Buyer determines that doing so will serve the State's best interests. The Buyer may reject any response not submitted in the manner specified by the solicitation documents. 2.17. Contract Formation. The Buyer shall issue a notice of award, if any, to successful respondent(s), however, no contract shall be formed between respondent and the Buyer until the Buyer signs the Contract. The Buyer shall not be liable for any costs incurred by a respondent in preparing or producing its response or for any work performed before the Contract is effective. 2.18. 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 Buyer to eliminate duplication between agreements in the manner the Buyer deems to be in its best interest. 2.19. Public Records. Article 1, section 24, Florida Constitution, guarantees every person access to all public records, and Section 119.011, Florida Statutes, provides a broad definition of public record. As such, all responses to a competitive solicitation are public records unless Microsoft Software, Licenses and Maintenance Page 29 of 84 252- 001 -09 -1 exempt by law. Any respondent claiming that its response contains information that is exempt from the public records law shall clearly segregate and mark that information and provide the specific statutory citation for such exemption. 2.20. Protests. Any protest concerning this solicitation shall be made in accordance with sections 120.57(3) and 287.042(2) of the Florida Statutes and chapter 28 -110 of the Florida Administrative Code. Questions to the Procurement Officer shall not constitute formal notice of a protest. It is the Buyer's intent to ensure that specifications are written to obtain the best value for the State and that specifications are written to ensure competitiveness, fairness, necessity and reasonableness in the solicitation process. Section 120.57(3)(b), F.S. and Section 28- 110.003, Fla. Admin. Code requires that a notice of protest of the solicitation documents shall be made within seventy -two hours after the posting of the solicitation. Section 120.57(3)(a), F.S. requires the following statement to be included in the solicitation: "Failure to file a protest within the time prescribed in section 120.57(3), Florida Statutes, shall constitute a waiver of proceedings under Chapter 120, Florida Statutes." Section 28- 110.005, Fla. Admin. Code requires the following statement to be included in the solicitation: "Failure to file a protest within the time prescribed in Section 120.57(3), Florida Statutes, or failure to post the bond or other security required by law within the time allowed for filing a bond shall constitute a waiver of proceedings under Chapter 120, Florida Statutes." 2.21. Limitation on Vendor Contact with Agency During Solicitation Period. Respondents to this solicitation or persons acting on their behalf may not contact, between the release of the solicitation and the end of the 72 -hour period following the agency posting the notice of intended award, excluding Saturdays, Sundays, and state holidays, any employee or officer of the executive or legislative branch concerning any aspect of this solicitation, except in writing to the procurement officer or as provided in the solicitation documents. Violation of this provision may be grounds for rejecting a response. Microsoft Software, Licenses and Maintenance Page 30 of 84 252- 001 -09 -1 SECTION 3.0 SPECIAL INSTRUCTIONS TO RESPONDENTS SPECIAL INSTRUCTIONS TO RESPONDENTS CONTAINED IN THIS SECTION 3.0 MAY SUPERCEDE OR SUPPLEMENT GENERAL INSTRUCTIONS TO RESPONDENTS CONTAINED IN SECTION 2.0. CONTENTS 3.1 ADDITIONAL DEFINITIONS 3.2 ORDER OF EVENTS 3.3 ORDER OF PRECEDENCE 3.4 WHO MAY RESPOND 3.5 MYFLORIDAMARKETPLACE (MFMP) ITN OVERVIEW 3.6 THE MFMP SOURCING TOOL 3.6.1 OPTIONAL MFMP SOURCING TRAINING 3.6.2 ON- DEMAND TRAINING 3.7 SOURCING TOOL TIPS 3.8 EMAIL NOTIFICATION 3.9 SUBMITTAL OF RESPONSE 3.9.1 RESPONSE FORMAT /INSTRUCTIONS 3.10 AMENDMENTS TO THE ITN DOCUMENTS 3.11 INITIAL DETERMINATION OF RESPONSIVENESS 3.12 EVALUATION AND SELECTION PROCESS 3.13 INVITATION TO NEGOTIATION PHASE 3.14 NEGOTIATIONS AND CONTRACT AWARD 3.15 ELECTRONIC POSTING OF RANKING OF RESPONDENTS PRIOR TO NEGOTIATIONS AND UPON FINAL AWARD 3.16 STATE OBJECTIVES 3.16.1 DIVERSITY 3.16.2 CERTIFICATION OF DRUG -FREE WORKPLACE PROGRAM 3.16.3 PRODUCTS AVAILABLE FROM THE BLIND OR OTHER HANDICAPPED 3.16.4 PRISON REHABILITATIVE INDUSTRIES AND DIVERSIFIED ENTERPRISES, INC. (PRIDE) 3.17 FIRM RESPONSE 3.18 LOBBYING Microsoft Software, Licenses and Maintenance Page 31 of 84 252- 001 -09 -1 3.1 Additional Definitions. The definitions found in §60A- 1.001, F.A.C. shall apply to this agreement. The following additional terms are also defined: a) "Certified Dealer" refers to a person authorized by the Manufacturer to sell the Manufacturer's products in the Florida government market. b) "Commercial Software" means software developed or regularly used that (1) has been sold, leased, or licensed to the general public; (2) has been offered for sale, lease, or license to the general public; (3) has not been offered, sold, leased, or licensed to the public but will be available for commercial sale, lease, or license in time to satisfy the delivery requirements of this contract; or (4) satisfies a criterion expressed in (1), (2), or (3) above and would require only minor modifications to meet the requirements of this contract. c) "Department" means the Florida Department of Management Services. The Department will be a party to the Contract. "State Purchasing," a division within the Department's Support Program, is responsible for administration of this solicitation and will be responsible for day -to -day administration of the Contract. State Purchasing may be reached at 4050 Esplanade Way, Suite 360, Tallahassee, FL 32399 -0950, or via links posted at http: / /www.myflorida.com /myflorida /business /index.html d) "Documentation" means the complete set of manuals (e.g., user, installation, instruction or diagnostic manuals) in either hard or electronic copy, which are necessary to enable an Eligible User to properly test, install, operate and enjoy full use of the Product. e) "Eligible Users" means political subdivisions of the State of Florida (county, local county board of public instruction, municipal, or other local public agency or authority), State Universities, and any other public entities authorized by State statute, which may desire to purchase under the terms and conditions of the Agreement. f) "Enterprise" means the total business operations in the United States of Eligible User(s) without regard to geographic location where such operations are performed or the entity actually performing such operations on behalf of Eligible Users. g) "Enterprise License" means a license grant of unlimited rights to deploy, access, use, and execute Product anywhere within the Enterprise up to the maximum capacity stated on the Purchase Order or in the Contract. Microsoft Software, Licenses and Maintenance Page 32 of 84 252- 001 -09 -1 h) "Error Corrections" means machine executable software code furnished by Contractor which corrects the Product so as to conform to the applicable warranties, performance standards and/or obligations of the Contractor. i) "Licensed Software" means software transferred upon the terms and conditions set forth in the Contract. "Licensed Software" includes error corrections, upgrades, enhancements or new releases, and any deliverables due under a maintenance or service contract (e.g., patches, fixes, program temporary fix (PTF), programs, code or data conversion, or custom programming). D "Licensee" means one or more Eligible Users who acquire Product from Contractor by issuing a Purchase Order in accordance with the terms and conditions of the Contract; provided that, for purposes of compliance with an individual license, the term "Licensee" shall be deemed to refer separately to the individual Eligible User(s) who took receipt of and who is executing the Product, and who shall be solely responsible for performance and liabilities incurred. In the case of acquisitions by State Agencies, the Licensee shall be the State of Florida. k) "License Effective Date" means the date Product is delivered to an Eligible User. Where a License involved Licensee's right to copy a previously licensed and delivered Master Copy of a Program, the license effective date for additional copies shall be deemed to be the date on which the Purchase Order is executed. 1) "Licensor" means a Contractor who transfers rights in proprietary Product to Eligible User(s) in accordance with the rights and obligations specified in the Contract. m) "Mandatory" - The Terms "must ", "shall ", "will ", "is required," identify a mandatory item or factor (as opposed to "desirable "). Failure to meet a mandatory item or factor may result in the rejection of the offeror's/bidder's proposal. n) "Manufacturer" means the entity that holds the trademark in the identified brand name. o) "Manufacturer's Price List" means the most recent document published by the Manufacturer that details products available, model numbers, options, and prices for each. p) "New Product Releases" (Product Revisions) means any commercially released revisions to the licensed version of a Product as may be generally offered and available to Eligible Users. New releases involve a substantial revision of functionality from a previously released version of the Product. Microsoft Software, Licenses and Maintenance Page 33 of 84 252- 001 -09 -1 q) "Operating Software" means those routines, whether or not identified as Program products that reside in the Equipment and are required for the Equipment to perform its intended function(s), and which interface the operator, other Contractor- supplied programs, and user programs to the Equipment. r) "Product" means a deliverable under any Bid or Contract which may include commodities, services, and/or technology. The term "Product" includes Licensed Software. s) "Purchase Order" means the Eligible User's fiscal form or format that is used when making a purchase (e.g., formal written Purchase Order, Procurement Card, electronic Purchase Order, or other authorized instrument). t) "Responsible Bidder" means a bidder who has the capability in all respects to perform fully the contract requirements, and the experience, integrity, perseverance, reliability, capacity, facilities, equipment, and credit which will assure good faith performance. u) Responsive Bidder or "Responsive Proposal" means an offer or proposal that conforms in all material respects to the requirements set forth in the Invitation to Negotiate. Material respects of an Invitation to Negotiate include, but are not limited to price, quality, quantity, or delivery requirements. v) "Site License" means for each product, the term "Site License" shall mean the license established upon acquisition of the applicable number of copies of such product and payment of the applicable license fees as set forth in the Statement of Work. w) "Software" means an all- inclusive term which refers to any computer programs, routines, or subroutines supplied by the Contractor, including Operating Software, Programming Aids, Application Programs, and Program Products. x) "Software Failure" means a malfunction in the Contractor - supplied Software, other than Operating Software, which prevents the accomplishment of work, even though the Equipment (including its Operating Software) may still be capable of operating properly. y) "State" means the State of Florida and its agencies. z) "Terms of License" means the terms and conditions set forth in the Contract that are in effect and applicable to a Purchase Order at the time of the order placement. aa) "Virus" means any computer code, whether or not written or conceived by Contractor, that disrupts, disables, harms, or otherwise impedes in any manner Microsoft Software, Licenses and Maintenance Page 34 of 84 252- 001 -09 -1 the operation of the Product, or any other associated software, firmware, hardware, or computer system (such as local area or wide -area networks), including aesthetic disruptions or distortions, but does not include security keys or other such devices installed by Product manufacturer. 3.2 Order of Events. Respondents will review and become familiar with the Event Timeline and solicitation documents, enter any questions in the MFMP Sourcing Tool Q &A Board before the date and time specified in the Event Timeline, answer all questions requested for the proposal, submit required documents, develop cost savings structures, and upload final responses into the MFMP Sourcing Tool. The Event Timeline gives the date and time (where applicable) for major activities in the solicitation. See Section 1.4 of this solicitation document for the Event Timeline. 3.3 Order of Precedence. Potential respondents to the solicitation are encouraged to carefully review all the materials contained herein and prepare responses accordingly. In the event any conflict exists between the Special and General Instructions, those instructions specified in the Special Instructions shall prevail. All responses are subject to the terms of the following sections of this ITN, which, in case of conflict, shall have the order of precedence listed: • Technical Specifications, Section 6.0 • Price Sheets • Special Instructions to Respondents, Section 3.0 • Special Contract Conditions, Section 5.0 • General Instruction to Respondents (PUR 1001), Section 2.0 • General Contract Conditions (PUR 1000), Section 4.0 • Introduction, Section 1.0 • Forms, Attachments and Worksheets 3.4 Who May Respond. The State of Florida is similar in purchasing size and volume to Texas, California and New York. In order to meet the large purchasing, licensing, and maintenance needs of Florida, the Department will accept Responses from responsive and responsible Respondents that meet all requirements of this Invitation to Negotiate including, but not limited to, the following: Respondents must be a Microsoft Certified Large Account Reseller (LAR) and provide a copy of the certification documentation in addition to the following requirements: Microsoft Software, Licenses and Maintenance Page 35 of 84 252 - 001 -09 -1 Preference will be given to Large Account Resellers who have the following certifications (copies of certifications must be provided): o Technology Series Certification o Professional Series Certification o Master Services Certification LARs must have the following on their staff: • At least five (5) of the following: • Certified IT Professional (MCITP) • At least one (1) of each of the following (copies of certifications must be provided): • Microsoft Certified Business Management Solutions Specialist • Certified Business Management Solutions Professional • Certified Systems Engineer (MCSE) • Certified Database Administrator (MCDBA) • Certified Solutions Developer (MCSD) • Certified Systems Administrator (MCSA) • Certified Professional Developer (MCPD) • Certified Application Professional (MCAP) • Certified Trainer (MCT) or • Certified Learning Consultant (MCLC) • The LAR must also have at least fifteen (15) members certified through the Microsoft Sales Certification Training Program to allow for State of Florida Account Coverage and Microsoft Trained Sales force for selling products. Copies of the Certificates must be included in the proposal submittal. Failure to do so may result in proposal rejection. • Reseller must have at least one Microsoft Sales Certified staff member available Monday through Friday, 8:00 a.m. to 6:00 p.m. EST on weekly basis, except for State of Florida holidays, to answer phone calls and questions. • Respondents must be a registered vendor in MyFloridaMarketPlace (MFMP) to do business with the State of Florida. If you are not already a registered vendor, you may view registration information as well as other pertinent information at: littn : / /dms.mvflorida.com/business operations /state nurchasinv/mvflorida mar ketplace /vendors /vendor toolkit /mfinp vendor registration • Respondents may create and maintain a MyFloridaMarketPlace (MFMP) Punch -Out site. If Respondent is not capable of creating a punch -out site, Respondent must agree to work with MFMP to create a line item catalog in MFMP through the Aravo tool. See Section 7.10 Punch -Out Capability Questionnaire for details. See Section 7.16 to view a sample Line -Item Template and additional information for consideration. Microsoft Software, Licenses and Maintenance Page 36 of 84 252- 001 -09 -1 • Respondents shall utilize Electronic Invoicing through MyFloridaMarketPlace. See Sections 5.13 and 7.11 MyFloridaMarketPlace Electronic Invoicing Requirements for additional information. 3.5 MyFloridaMarketPlace (MFMP) Overview MyFloridaMarketPlace is the State of Florida's online eProcurement system for buyers and vendors. In operation for more than five years, the system streamlines interactions between vendors and state government entities, is a source for centralized procurement activities, and provides the tools to support world -class procurement for the State of Florida. 3.6 The MFMP Sourcing Tool This solicitation will be conducted using the MyFloridaMarketPlace Sourcing Tool ( "Sourcing Tool "). Training materials can be found at: http : / /marketplace.myflorida.com /vendor /vendor solicitation help.htm Cony link and paste in to web browser to access site! Download and review the document titled RFP Event User Guide. a. For all technical questions about the Sourcing Tool, vendors should contact the MyFloridaMarketPlace Customer Service Desk at (866) FLA -EPRO or vendorhelp(&,myfloridamarketpl ace. com b. For additional information / assistance on using the Sourcing Tool, please visit the MyFloridaMarketPlace website at following link: httDS: / /marketnlace.mvflorida.com /vendor /vendor solicitation help.htm. This site includes: a. Solicitation User Guides b. OnDemand web -based Sourcing Tool training link C. WinZip FAQs d. Vendor FAQs 3.6.1 Optional MFMP Sourcing Tool Training An optional conference call training session on how to use the MyFloridaMarketPlace Sourcing Tool for this ITN is scheduled on the date indicated on the Event Timeline at 2:OOPM ET. The Conference Call number is (888) 808 -6959. Conference Code 4881086. Please go to: http : / /marketplace.myflorida.com/ vendor /vendor_ solicitation /rfp event user uide.pps Please have this document open on your desktop while participating on the call. To participate in the conference call, please call in to the number provided approximately 1 minute before the scheduled time. 3.6.2 On- Demand Training Microsoft Software, Licenses and Maintenance Page 37 of 84 252- 001 -09 -1 On- Demand is a web -based interactive training application available to all respondents to assist in learning how to respond to an event using the MyFloridaMarketPlace sourcing tool. The link is htt]2: // training .myfloridamarketplace.com /vendor /toc.html click on Responding to Sourcing Event. 3.7 Sourcing Tool Tips When working in the Sourcing Tool, be aware of the twenty (20) minute time -out function with a two (2) minute warning in the tool. This means that you should save your work (click the SAVE button) at intervals of less than twenty minutes to ensure your entries (since last saved) are not lost. Please note that clicking the SAVE button within the Sourcing Tool only saves your bid responses. The SAVE button does not transmit your bid response to the State. In order to transmit your bid response to the State, you must click the SUBMIT button on the SUMMARY page of the bid response. After clicking the SUBMIT button, it is the Respondents responsibility to check your submitted bid response within the Sourcing Tool to verify that your response is accurately and completely captured within the Sourcing Tool. You must do this while there is time remaining in the response period in case you discover an error and need to resubmit a revised bid response. To validate your bid response, you should do the following before the bidding period ends: a. Go to the "My Bids / My Responses" tab within Sourcing Tool after you submitted your bid response b. Click on the Bid ID number of your last submitted bid response c. Review entire bid response to make sure all responses are complete, accurate and as you intended to submit. Minimum areas to check are: ✓ Text boxes — Is your entire answer viewable? ✓ Yes/No questions — Is the displayed answer correct? ✓ All uploaded document files / scanned documents — Can you open attached document and clearly view entire content? ✓ Offline electronic backup copy sent to the State (if applicable) - Can you open attached document and clearly view entire content? Does content of this file match your bid response within the tool (e.g., not an earlier version or working copy)? ✓ Pricing Information — Are all prices you intended to submit visible and accurately captured within Sourcing Tool? IT IS STRONGLY RECOMMENDED THAT YOU SUBMIT YOUR BID AS EARLY AS POSSIBLE. YOU SHOULD ALLOW TIME TO Microsoft Software, Licenses and Maintenance Page 38 of 84 252- 001 -09 -1 RECEIVE ANY REQUESTED ASSISTANCE AND TO RECEIVE VERIFICATION OF YOUR SUBMITTAL; WAITING UNTIL THE LAST HOURS OF THE SOLICITATION COULD IMPACT THE TIMELY SUBMITTAL OF YOUR BID. DO NOT RELY ON THE "MY FLORIDAMARKETPLACE" SOURCING TOOL'S TIME REMAINING CLOCK. THE OFFICIAL SOLICITATION CLOSING TIME SHALL BE AS REFLECTED IN THE TIMELINE (SECTION 1.4) OF THIS ITN. The MyFloridaMarketPlace (MFMP) Sourcing Tool's time remaining clock is NOT the official submission date and time deadline, it is intended only to approximate the solicitation closing and may require periodic adjustments 3.8 Email Notification Respondents are reminded that the Sourcing Tool's email notifications are an option provided to respondents as a courtesy. The State of Florida is not under any obligation to provide, and does not guarantee that respondents will receive, email notifications concerning any posting, amendment or close of solicitations (ITNs). Vendors are responsible to check the Sourcing Tool and / or the Vendor Bid System for information and updates concerning solicitations. 3.9 Submittal of Response. Respondents shall view and download the documents in the MFMP Sourcing Tool ( llttp : / /dms.myflorida.com /egovemment tools /myflorida marketplace Each Respondent is responsible for ensuring that its response and all associated documents are submitted before the proper date and time. In the event a Respondent submits more than one response, only the last response received prior to the response deadline specified in Section 1.4 shall be considered for award. Other responses will not be opened. Offers not submitted as indicated in this section shall be rejected. The Department shall not consider late responses and the MyFloridaMarketPlace Sourcing Tool will NOT accept responses after the due date and time specified in the Event Timeline, or as amended by the Department. RESPONSES MUST BE SUBMITTED IN THE MYFLORIDAMARKETPLACE SOURCING TOOL BEFORE THE DATE, AND TIME SPECIFIED IN THE EVENT TIMELINE. Failure to provide all requested information within the response package before the response deadline specified in Section 1.4 may result in rejection of the response DO NOT RELY ON THE MFMP SOURCING TOOL'S TIME- REMAINING CLOCK. The official response deadline shall be as reflected in Section 1.4, Timeline, of this solicitation. The MFMP Sourcing Tool's time - remaining clock is intended only to approximate the solicitation closing, and may require periodic adjustments. Microsoft Software, Licenses and Maintenance Page 39 of 84 252- 001 -09 -1 3.9.1 Response Format / Instructions The Respondent shall review this entire ITN, complete the Certifications Table in Section 3.11, and submit all forms required as part of the Respondent's bid proposal. Failure to provide completed documents, forms, or certification documentation may result in the disqualification of the respondent. A Respondent shall, in a separate and clearly identified response paragraph(s), expressly condition or qualify its Response on acceptance or identify any proposed changes to the terms and conditions outlined in this ITN. To facilitate this process, the Respondent is required to review Sections 3, 5, and 6 on a provision by provision basis. The Respondent shall respond in these sections by inserting their response immediately below the text of each numbered provision and respond to each provision with one of the following conventions: a. Agreed Where the term is acceptable as stated. b. Modification Proposed Where Respondent is unable to accept the term as stated but will accept a modification of the term. Respondent must provide: (1) the reason for its inability to accept the term as stated and (2) modified language which would be acceptable. c. Not Agreed Where the term is completely unacceptable to Respondent and no modification is possible. Respondent must state the reason such term is unacceptable. The Department reserves the right to modify, by addition or deletion, terms and conditions during the negotiation process. Respondents are reminded that the terms and conditions listed in Sections 2 and 4 will not be negotiated and are required language for all State of Florida Contracts. Minor clarification within Sections 2 & 4 may be added in Section 3.11 beneath the Responsiveness Checklist chart. CERTIFICATION OF ACCEPTANCE FOR THE TERMS AND CONDITIONS DETAILED IN SECTIONS 2 AND 4 IS TO BE DONE WITHIN THE TABLE IN SECTION 3.10 OF THIS ITN. 3.10 Amendments to the ITN Documents. The Department reserves the right to issue amendments to this ITN. Notice of any amendment will be posted within the MFMP Sourcing Tool and the Vendor Bid System (VBS). Such notice, if required, will contain the appropriate details for identifying and/or reviewing the formal changes to this ITN. Each Respondent is responsible for monitoring the sites for new or changing information concerning this ITN. Microsoft Software, Licenses and Maintenance Page 40 of 84 252- 001 -09 -1 3.11 Initial Determination of Responsiveness The Department shall evaluate eligible ( "responsible and responsive ") responses. Responses that do not meet the minimum requirements of this solicitation; or fail to provide all required information, documents, or materials may be rejected as non- responsive. Respondents whose responses, past performance, or current status with the State do not reflect the capability, integrity or reliability to fully, and in good faith, perform the requirements of the Contract, may be rejected as non - responsible. The Department reserves the right to determine which responses meet the requirements of this solicitation, and which Respondents are responsive and responsible. This paragraph is in addition to, and shall not be construed to limit or override, any right or remedy available to the Department in, Section 2.0, PUR 1001, or Section 4.0 PUR 1000. Failure to comply with each of the requirements listed below may result in the response being deemed non - responsive and therefore may not receive further consideration in this ITN process. This includes, but is not limited to the following: Please certify that your Response conforms to each of the following requirements by responding with either a "Yes" or "No" in the blocks and submit the completed WORD Document in the MyFloridaMarketPlace Sourcing Tool. Microsoft Software, Licenses and Maintenance Page 41 of 84 252- 001 -09 -1 Initial Responsiveness Checklist 1. Did the Respondent submit its repl before the indicated deadline? 2. Is Respondent a Certified Large Account Reseller for Microsoft software Products and has provided documentation? 3. Did the Respondent submit a detailed pricing structure indicating the minimum percentage discount? 4. Did the Respondent submit a Supplier Qualifier Report (SQR) from Dun & Bradstreet (D &B )? See Section 3.12. 5. Has the Respondent met the requirement for having no Conflicts of Interest? See Section 2.6. 6. Does the Respondent comply with the requirement for not being placed on the Convicted Vendor list for committing a public entity crime within the last 36 months? See Section 2.7. 7. Does the Respondent comply with the requirement for not being placed on the Discriminatory Vendor List per Section 287.134, F.S.? (See Section 2.8. 8. Did Respondent provide a completed copy of the Vendor Responsibility Form and receive a passing score? Please certify that your Response conforms to each of the following requirements by responding with either a "Yes" or "No" in the blocks and submit the completed WORD Document in the MyFloridaMarketPlace Sourcing Tool. Microsoft Software, Licenses and Maintenance Page 41 of 84 252- 001 -09 -1 Certifications * Respondents must provide an explanation for any "No" answer indicated above. 3.12 Evaluation and Selection Process Evaluation will consist of the review and assessment of the Respondents' submittals. While award will mainly be based upon the best price, the Department reserves the right to invite top scoring respondents to negotiate their offerings and proposed pricing. All areas of evaluation listed in the table below are to be addressed by the Respondent in its submittal. Proposals that are substantially incomplete or lack key information may be rejected as non - responsive by the Department, at its discretion. Responses should be concise, summarizing the Respondent's pertinent experience and capabilities. Emphasis should be placed on completeness and clarity. Responses that do not provide sufficient content or satisfactory information, as requested in this ITN document, may receive lower scores. Points will be assigned to all categories (see table, below, for Microsoft Software, Licenses and Maintenance Page 42 of 84 252- 001 -09 -1 YES NO 1. Does the Respondent certify acceptance and compliance with all of the Terms and Conditions detailed in Section 2 (PURI001) of the ITN document? 2. Does the Respondent certify acceptance and compliance with all of the Terms and Conditions detailed in Section 4 (PUR1000) of the ITN document? 3. Has the Respondent completed pricing worksheets as noted in Section 7.1 of the ITN Document? 4. Respondent is a Certified Large Account Reseller for the Microsoft Software Products and has provided documentation to verify such certification? 5. Respondent is a registered vendor in MFMP and is eligible to do business with the State of Florida? 6. Respondent is capable of creating and maintaining an MFMP p unch-out site. 7. If Respondent is not capable of creating an MFMP punch -out site, Respondent agrees to work with MFMP to create a line -item catalog in MFMP through the Aravo tool. 8. Respondent is fully capable of providing electronic invoicing through M FloridaMarketPlace. 9. Respondent certifies that they will accept the State of Florida's Purchasing Card. * Respondents must provide an explanation for any "No" answer indicated above. 3.12 Evaluation and Selection Process Evaluation will consist of the review and assessment of the Respondents' submittals. While award will mainly be based upon the best price, the Department reserves the right to invite top scoring respondents to negotiate their offerings and proposed pricing. All areas of evaluation listed in the table below are to be addressed by the Respondent in its submittal. Proposals that are substantially incomplete or lack key information may be rejected as non - responsive by the Department, at its discretion. Responses should be concise, summarizing the Respondent's pertinent experience and capabilities. Emphasis should be placed on completeness and clarity. Responses that do not provide sufficient content or satisfactory information, as requested in this ITN document, may receive lower scores. Points will be assigned to all categories (see table, below, for Microsoft Software, Licenses and Maintenance Page 42 of 84 252- 001 -09 -1 point - allocation per category) and then totaled in order to determine each Respondent's ranking: Evaluation Category Vendor Responsiveness Maximum Possible Pts. Pass/Fail Vendor Responsibility Pass/Fail Section 1 — Respondent is a LAR Pass/Fail Section 2 — PUR 1001 Agree/Disagree Section 3 — Financials 24 Section 3 — Vendor Certifications 100 Section 4 — PUR 1000 Agree/Disagree Section 5 — Special Contract Conditions 75 Section 5 - Track record of Vendor in meeting commitments (verified through references and vendor performance tracking within MFMP) 50 Section 6 — Technical Specifications 60 Section 7 — Pricing Models, Strategies and Commitments proposed 140 Section 7 — Vendor Responsibility Questionnaire Pass/Fail All evaluation categories will be scored with each response having the opportunity to achieve the maximum total point allocation indicated. Financials (Supplier Qualifier Report): Each Respondent is required to provide information regarding its "Financial and Industry Standing and Strength" in order to demonstrate that it is financially stable, in good standing with creditors and manufacturers, and has the resources necessary to perform the services outlined in this ITN on a state -wide basis. The State requires each Respondent to provide a Supplier Qualifier Report (SQR) prepared by Dun & Bradstreet (D &B), in accordance with the instructions below. The SQR is a standard report that details financial and operational capabilities. This report must be submitted to the Department prior to the proposal opening date and time. Each Respondent will be responsible for the cost and timely submission of this report. Each Respondent will be assigned points during the evaluation phase of the solicitation based on the D &B score. The prospective Contractor will request the SQR from D &B at: https: / /sor.dnb.com /sor /isp/ forms /SOF.isp ?SORTAG 1= JQ37hS4r &SORTAG2 =j58Gj k4x Microsoft Software, Licenses and Maintenance Page 43 of 84 252 - 001 -09 -1 1. Enter the ITN number in the text field entitled "Enter your RFP Number" and select "Submit." 2. Enter your company's Duns Number. (If you don't know your company's Duns number, you may use the search feature to find it.) 3. Confirm Registration 4. Enter payment method and information and complete registration. The cost of the preparation of the D &B report shall be the responsibility of the Respondent. Respondents are advised to allow a minimum of ten (10) business days for D &B to process a report request. If the Department does not receive an SQR from D &B prior to the opening date and time of the solicitation but one is submitted as part of a Respondent's Response, the Respondent shall be required to demonstrate that it requested the SQR after the posting date of the ITN and that the SQR was requested for this particular solicitation. Once the process is complete, a copy of the report will be provided to the Department and an identical report will be sent to the Respondent. If the Department does not receive a report or cannot determine on the face of the document that the SQR is that of the proposing entity, then the Department will instruct the Evaluation Team to award zero points to that company for that evaluation category. It is the responsibility of the Respondent to ensure the timely submission of a D &B report to the Department prior to the opening date of the proposals. The Department will use the financial scoring scale below when evaluating and scoring the financial viability of the prospective Contractors. Fin S coring S cale: SQR Risk Score © Lowest Risk Rating Points Assigned 1 © . 1 © 1 0 1 © 1 `1 10 •1 0 0 Highest Risk Rating 1 1 3.13 Invitation to Negotiation Phase. The Department shall evaluate and rank responsive responses against all evaluation criteria set forth in the Invitation to Negotiate and shall select, based on the ranking, one or more Respondents with which to commence negotiations. Invitations to the negotiations will be posted in the MFMP Sourcing Tool and in the Vendor Bid System (VBS). Email will be sent to each selected Respondent's contact person. Microsoft Software, Licenses and Maintenance Page 44 of 84 252- 001 -09 -1 3.14 Negotiations and Contract Award. The Department, at its discretion, may require Respondents to make formal presentations of their responses. The Department reserves the right to finalize the negotiations at any point and post a notice of Intent to Award. Respondents should recognize the Department's right to finalize the negotiation process without the need to explicitly request a revised final offer after negotiations. After negotiations are conducted, the Department shall award the Contract to a single responsible and responsive Respondent whose product(s) and prices the Department determines will provide the best value to the State. 3.15 Electronic Posting of Ranking of Respondents prior to Negotiations and upon Final Award. Offers shall be opened on the date and time indicated in Section 1.4 on the Event Timeline ( "Timeline "), and thereafter evaluated. Prices will not be read, pursuant to Section 119.071(1) (b) 2.a.of the Florida Statutes. After evaluating the responses, on the date indicated on the Timeline, the Department shall electronically post the rankings in the MFMP Sourcing Tool. After negotiations, on the date indicated on the Timeline, the Department shall electronically post a notice of intent to award. If the ranking or award is delayed, in lieu of posting it on the date indicated on the Timeline, the Department shall post a notice of the delay and a revised date for posting the ranking or notice of intent to award. Any person who is adversely affected by the decision shall file with the Department a notice of protest within 72 hours after the electronic posting (see Section 2.20 of the General Instructions (PUR 1001) for more information on protests). The Department shall not provide reply rankings or notices of award by telephone. 3.16 State Objectives. Within thirty (30) calendar days following award of the Contract, the successful Respondent shall submit plans addressing each of the State's five (5) objectives listed below, to the extent applicable to the items / services covered by this solicitation. 3.16.1 Diversity. The State of Florida is committed to supporting its diverse business industry and population through ensuring participation by minority -, women -, and service - disabled veteran business enterprises in the economic life of the state. The State of Florida Mentor Protdgd Program connects minority -, women -, and service - disabled veteran business enterprises with private corporations for business development mentoring. We strongly encourage firms doing business with the State of Florida to consider this initiative. For more information on the Mentor Protdgd Program, please contact the Office of Supplier Diversity at (850) 487- 0915. Microsoft Software, Licenses and Maintenance Page 45 of 84 252 - 001 -09 -1 The state is dedicated to fostering the continued development and economic growth of small, minority -, women -, and service- disabled veteran business enterprises. Participation by a diverse group of Vendors doing business with the state is central to this effort. To this end, it is vital that small, minority -, women -, and service- disabled veteran business enterprises participate in the state's procurement process as both Contractors and sub- contractors in this solicitation. Small, minority -, women -, and service- disabled veteran business enterprises are strongly encouraged to contribute to this solicitation. The Contractor shall submit documentation addressing diversity and describing the efforts being made to encourage the participation of small, minority -, women -, and service- disabled veteran business enterprises Information on Certified Minority Business Enterprises (CMBE) and Certified Service- Disabled Veteran Business Enterprises (CSDVBE) is available from the Office of Supplier Diversity at: http: / /dms.myflorida.com /other programs /office of supplier diversity osd/ Quarterly Reports of revenue paid to certified W/MBE and certified SDVBE contractors (agents or subcontractors) as a result of any award shall be provided to the Agency Purchasing Office by the Prime Contractor on an Agency by Agency (or other eligible user) level. 3.16.2 Certification of Drug -Free Workplace Program. The State supports and encourages initiatives to keep the workplaces of Florida's Suppliers and Prime Contractors drug free. Section 287.087 of the Florida Statutes provides that, where identical tie responses are received, preference shall be given to a response received from a Respondent that certifies it has implemented a drug -free workforce program. If applicable, Respondent shall certify that the Respondent has a drug -free workplace program using the "Certification of Drug -Free Workplace" as provided in Sourcing Tool for this solicitation. The Prime Contractor shall describe how it will address the implementation of a drug free workplace in offering the items of the solicitation. Certification shall be submitted (in the Sourcing Tool) using the form in Section 7.5. 3.16.3 Products Available from the Blind or Other Handicapped (RESPECT). The State supports and encourages the gainful employment of citizens with disabilities. It is expressly understood and agreed that any articles that are the subject of, or required to carry out, this Contract shall be purchased from a nonprofit agency for the blind or for the severely handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in Section 413.036(1) and (2), Florida Statutes; and for purposes of this Contract the person, firm, or other business entity carrying out Microsoft Software, Licenses and Maintenance Page 46 of 84 252- 001 -09 -1 the provisions of this Contract shall be deemed to be substituted for the state agency insofar as dealings with such qualified nonprofit agency are concerned. Additional information about the designated nonprofit agency and the products it offers is available at http : / /www.respectofflorida.org. The Respondent shall describe how it will address the use of RESPECT in offering the items of the solicitation. 3.16.4 Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). The State supports and encourages the use of Florida correctional work programs. It is expressly understood and agreed that any articles which are the subject of, or required to carry out, this Contract shall be purchased from the corporation identified under Chapter 946, F.S., in the same manner and under the same procedures set forth in Section 946.515(2), and (4), F.S.; and for purposes of this Contract the person, firm, or other business entity carrying out the provisions of this Contract shall be deemed to be substituted for this agency insofar as dealings with such corporation are concerned. Additional information about PRIDE and the products it offers is available at http: / /www.pridefl.com. The Prime Contractor shall describe how it will address the use of PRIDE in offering the items of the solicitation. 3.17 Firm Response. The Department may make an award within one hundred eighty (180) 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 one hundred eighty (180), the response shall remain firm until either the Department awards the Contract or the Department receives from the Respondent written notice that the response is withdrawn. Any response that expresses a shorter duration may, in the Buyer's sole discretion, be accepted or rejected. 3.18 Lobbying. The Service Provider or Respondent shall not lobby the legislative, judicial, or executive branches, or any State Agency about any aspect of this Contract during the procurement process (i.e. from the time the Contract is advertised to the execution of the Contract) associated with the Contract. Violation of this restriction may be cause for disqualification from the procurement process. Respondents are advised that the following will be included in the Contract for these services: In accordance with Section 216.347, Florida Statutes, and as provided herein, the Service Provider or Contractor may not expend any State funds for the purpose of lobbying the legislature, the judicial branch, the executive branch, or any State Agency. Microsoft Software, Licenses and Maintenance Page 47 of 84 252- 001 -09 -1 SECTION 4.0 GENERAL CONTRACT CONDITIONS, STATE OF FLORIDA FORM PUR 1000 Contents 4.1 Definitions. 4.2 Purchase Orders. 4.3 Product Version. 4.4 Price Changes Applicable only to Term Contracts. 4.5 Additional Quantities. 4.6 Packaging. 4.7 Inspection at Contractor's Site. 4.8 Safety Standards. 4.9 Americans with Disabilities Act. 4.10 Literature. 4.11 Transportation and Delivery. 4.12 Installation. 4.13 Risk of Loss. 4.14 Transaction Fee. 4.15 Invoicing and Payment. 4.16 Taxes. 4.17 Governmental Restrictions. 4.18 Lobbying and Integrity. 4.19 Indemnification. 4.20 Limitation of Liability. 4.21 Suspension of Work. 4.22 Termination for Convenience. 4.23 Termination for Cause. 4.24 Force Majeure, Notice of Delay, and No Damages for Delay. 4.25 Changes. 4.26 Renewal. 4.27 Purchase Order Duration. 4.28 Advertising. 4.29 Assignment. 4.30 Antitrust Assignment 4.31 Dispute Resolution. 4.32 Employees, Subcontractors, and Agents. 4.33 Security and Confidentiality. 4.34 Contractor Employees, Subcontractors, and Other Agents. 4.35 Insurance Requirements. 4.36 Warranty of Authority. 4.37 Warranty of Ability to Perform. 4.38 38. Notices. 4.39 Leases and Installment Purchases. 4.40 Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Microsoft Software, Licenses and Maintenance Page 48 of 84 252 - 001 -09 -1 4.41 Products Available from the Blind or Other Handicapped. 4.42 Modification of Terms. 4.43 Cooperative Purchasing. 4.44 Waiver. 4.45 Annual Appropriations. 4.46 Execution in Counterparts. 4.47 Severability. 1. Definitions. The definitions contained in s. 60A- 1.001, F.A.C. shall apply to this agreement. The following additional terms are also defined: (a) "Contract" means the legally enforceable agreement that results from a successful solicitation. The parties to the Contract will be the Customer and Contractor. (b) "Customer" means the State agency or other entity identified in a contract as the party to receive commodities or contractual services pursuant to a contract or that orders commodities or contractual services via purchase order or other contractual instrument from the Contractor under the Contract. The "Customer" may also be the "Buyer" as defined in the PUR 1001 if it meets the definition of both terms. (c) "Product" means any deliverable under the Contract, which may include commodities, services, technology or software. (d) "Purchase order" means the form or format a Customer uses to make a purchase under the Contract (e.g., a formal written purchase order, electronic purchase order, procurement card, contract or other authorized means). 2. Purchase Orders. In contracts where commodities or services are ordered by the Customer via purchase order, Contractor shall not deliver or furnish products until a Customer transmits a purchase order. All purchase orders shall bear the Contract or solicitation number, shall be placed by the Customer directly with the Contractor, and shall be deemed to incorporate by reference the Contract and solicitation terms and conditions. Any discrepancy between the Contract terms and the terms stated on the Contractor's order form, confirmation, or acknowledgement shall be resolved in favor of terms most favorable to the Customer. A purchase order for services within the ambit of section 287.058(1) of the Florida Statutes shall be deemed to incorporate by reference the requirements of subparagraphs (a) through (f) thereof. Customers shall designate a contract manager and a contract administrator as required by subsections 287.057(15) and (16) of the Florida Statutes. 3. Product Version. Purchase orders shall be deemed to reference a manufacturer's most recently release model or version of the product at the time of the order, unless the Customer specifically Microsoft Software, Licenses and Maintenance Page 49 of 84 252- 001 -09 -1 requests in writing an earlier model or version and the contractor is willing to provide such model or version. 4. Price Changes Applicable only to Term Contracts. If this is a term contract for commodities or services, the following provisions apply. (a) Quantity Discounts. Contractors are urged to offer additional discounts for one time delivery of large single orders. Customers should seek to negotiate additional price concessions on quantity purchases of any products offered under the Contract. State Customers shall document their files accordingly. (b) Best Pricing Offer. During the Contract term, if the Customer becomes aware of better pricing offered by the Contractor for substantially the same or a smaller quantity of a product outside the Contract, but upon the same or similar terms of the Contract, then at the discretion of the Customer the price under the Contract shall be immediately reduced to the lower price. (c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. A Contractor shall submit to the Contract Specialist documentation identifying the proposed (1) starting and ending dates of the promotion, (2) products involved, and (3) promotional prices compared to then - authorized prices. Promotional prices shall be available to all Customers. Upon approval, the Contractor shall provide conspicuous notice of the promotion. (d) Trade -In. Customers may trade -in equipment when making purchases from the Contract. A trade -in shall be negotiated between the Customer and the Contractor. Customers are obligated to actively seek current fair market value when trading equipment, and to keep accurate records of the process. For State agencies, it may be necessary to provide documentation to the Department of Financial Services and to the agency property custodian pursuant to Chapter 273, F.S. (e) Equitable Adjustment. The Customer may, in its sole discretion, make an equitable adjustment in the Contract terms or pricing if pricing or availability of supply is affected by extreme and unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to causes wholly beyond the Contractor's control, (2) the volatility affects the marketplace or industry, not just the particular Contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor that continued performance of the Contract would result in a substantial loss. 5. Additional Quantities. For a period not exceeding ninety (90) days from the date of solicitation award, the Customer reserves the right to acquire additional quantities up to the amount shown on the solicitation but not to exceed the threshold for Category Two at the prices submitted in the response to the solicitation. Microsoft Software, Licenses and Maintenance Page 50 of 84 252- 001 -09 -1 6. Packaging. Tangible product shall be securely and properly packed for shipment, storage, and stocking in appropriate, clearly labeled, shipping containers and according to accepted commercial practice, without extra charge for packing materials, cases, or other types of containers. All containers and packaging shall become and remain Customer's property. 7. Inspection at Contractor's Site. The Customer reserves the right to inspect, at any reasonable time with prior notice, the equipment or product or plant or other facilities of a Contractor to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance. 8. Safety Standards. All manufactured items and fabricated assemblies subject to operation under pressure, operation by connection to an electric source, or operation involving connection to a manufactured, natural, or LP gas source shall be constructed and approved in a manner acceptable to the appropriate State inspector. Acceptability customarily requires, at a minimum, identification marking of the appropriate safety standard organization, where such approvals of listings have been established for the type of device offered and furnished, for example: the American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories and/or National Electrical Manufacturers' Association for electrically operated assemblies; and the American Gas Association for gas- operated assemblies. In addition, all items furnished shall meet all applicable requirements of the Occupational Safety and Health Act and state and federal requirements relating to clean air and water pollution. 9. Americans with Disabilities Act. Contractors should identify any products that may be used or adapted for use by visually, hearing, or other physically impaired individuals. 10. Literature. Upon request, the Contractor shall furnish literature reasonably related to the product offered, for example, user manuals, price schedules, catalogs, descriptive brochures, etc. 11. Transportation and Delivery. Prices shall include all charges for packing, handling, freight, distribution, and inside delivery. Transportation of goods shall be FOB Destination to any point within thirty (30) days after the Customer places an Order. A Contractor, within five (5) days after receiving a purchase order, shall notify the Customer of any potential delivery delays. Evidence of inability or intentional delays shall be cause for Contract cancellation and Contractor suspension. 12. Installation. Where installation is required, Contractor shall be responsible for placing and installing the product in the required locations at no additional charge, unless otherwise designated on the Contract or purchase order. Contractor's authorized product and price list shall Microsoft Software, Licenses and Maintenance Page 51 of 84 252- 001 -09 -1 clearly and separately identify any additional installation charges. All materials used in the installation shall be of good quality and shall be free of defects that would diminish the appearance of the product or render it structurally or operationally unsound. Installation includes the furnishing of any equipment, rigging, and materials required to install or replace the product in the proper location. Contractor shall protect the site from damage and shall repair damages or injury caused during installation by Contractor or its employees or agents. If any alteration, dismantling, excavation, etc., is required to achieve installation, the Contractor shall promptly restore the structure or site to its original condition. Contractor shall perform installation work so as to cause the least inconvenience and interference with Customers and with proper consideration of others on site. Upon completion of the installation, the location and surrounding area of work shall be left clean and in a neat and unobstructed condition, with everything in satisfactory repair and order. 13. Risk of Loss. Matters of inspection and acceptance are addressed in s. 215.422, F.S. Until acceptance, risk of loss or damage shall remain with the Contractor. The Contractor shall be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer shall: record any evidence of visible damage on all copies of the delivering carrier's Bill of Lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier's Bill of Lading and damage inspection report. When a Customer rejects a product, Contractor shall remove it from the premises within ten days after notification or rejection. Upon rejection notification, the risk of loss of rejected or non - conforming product shall remain with the Contractor. Rejected product not removed by the Contractor within ten days shall be deemed abandoned by the Contractor, and the Customer shall have the right to dispose of it as its own property. Contractor shall reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of rejected product. 14. Transaction Fee. The State of Florida has instituted MyFloridaMarketPlace, a statewide eProcurement System ( "System "). Pursuant to section 287.057(23), Florida Statutes (2002), all payments shall be assessed a Transaction Fee of one percent (1.0 %), which the Contractor shall pay to the State, unless exempt pursuant to 60A- 1.032, F.A.C. For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the Contractor. If automatic deduction is not possible, the Contractor shall pay the Transaction Fee pursuant to Rule 60A- 1.031(2), F.A.C. By submission of these reports and corresponding payments, Contractor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee. Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase of any item(s) if such item(s) are returned to the Contractor through no fault, act, or omission of the Contractor. Notwithstanding the foregoing, a Transaction Fee is non - refundable when an item is rejected or returned, or declined, due to the Contractor's failure to perform or comply with specifications or requirements of the agreement. Microsoft Software, Licenses and Maintenance Page 52 of 84 252- 001 -09 -1 Failure to comply with these requirements shall constitute grounds for declaring the Contractor in default and recovering reprocurement costs from the Contractor in addition to all outstanding fees. CONTRACTORS DELINQUENT IN PAYING TRANSACTION FEES MAY BE SUBJECT TO BEING REMOVED FROM THE DEPARTMENT OF MANAGEMENT SERVICES' VENDOR LIST AS PROVIDED IN RULE 60A- 1.006, F.A.C. 15. Invoicing and Payment. Invoices shall contain the Contract number, purchase order number if applicable, and the appropriate vendor identification number. The State may require any other information from the Contractor that the State deems necessary to verify any purchase order placed under the Contract. At the State's option, Contractors may be required to invoice electronically pursuant to guidelines of the Department of Management Services. Current guidelines require that Contractor supply electronic invoices in lieu of paper -based invoices for those transactions processed through the system. Electronic invoices shall be submitted to the Customer through the Ariba Supplier Network (ASN) in one of the following mechanisms — EDI 810, cXML, or web -based invoice entry within the ASN. 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) 413 -7269 Monday through Friday to inquire about the status of payments by State Agencies. The Customer is responsible for all payments under the Contract. A Customer's failure to pay, or delay in payment, shall not constitute a breach of the Contract and shall not relieve the Contractor of its obligations to the Department or to other Customers. 16. Taxes. The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property. The State will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees' wages. Any exceptions to this paragraph shall be explicitly noted by the Customer in the special contract conditions section of the solicitation or in the Contract or purchase order. 17. 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 Customer in writing, indicating the specific restriction. The Customer reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Customer. 18. Lobbying and Integrity. Customers 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 State, Microsoft Software, Licenses and Maintenance Page 53 of 84 252 - 001 -09 -1 directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State officer or employee. For purposes of clause (2), "gratuity" means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. Upon request of the Customer's Inspector General, or other authorized State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. 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 State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State which results in the suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for any costs of investigations that do not result in the Contractor's suspension or debarment. 19. Indemnification. The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State and Customers, and their officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State or a Customer. Further, the Contractor shall fully indemnify, defend, and hold harmless the State and Customers from any suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right, provided, however, that the foregoing obligation shall not apply to a Customer's misuse or modification of Contractor's products or a Customer's operation or use of Contractor's products in a manner not contemplated by the Contract or the purchase order. If any product is the subject of an infringement suit, or in the Contractor's opinion is likely to become the subject of such a suit, the Contractor may at its sole expense procure for the Customer the right to continue using the product or to modify it to become non - infringing. If the Contractor is not reasonably able to modify or otherwise secure the Microsoft Software, Licenses and Maintenance Page 54 of 84 252- 001 -09 -1 Customer the right to continue using the product, the Contractor shall remove the product and refund the Customer the amounts paid in excess of a reasonable rental for past use. The customer shall not be liable for any royalties. The Contractor's obligations under the preceding two paragraphs with respect to any legal action are contingent upon the State or Customer giving the Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the State or Customer in any legal action without the Contractor's prior written consent, which shall not be unreasonably withheld. 20. Limitation of Liability. For all claims against the Contractor under any contract or purchase order, and regardless of the basis on which the claim is made, the Contractor's liability under a contract or purchase order for direct damages shall be limited to the greater of $100,000, the dollar amount of the contract or 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 contract or 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 State and Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State. 21. Suspension of Work. The Customer may in its sole discretion suspend any or all activities under the Contract or purchase order, at any time, when in the best interests of the State to do so. The Customer shall provide the Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, the Contractor shall comply with the notice and shall not accept any purchase orders. Within ninety days, or any longer period agreed to by the Contractor, the Customer shall either (1) issue a notice authorizing resumption of work, at which time activity shall resume, or (2) terminate the Contract or purchase order. Suspension of work shall not entitle the Contractor to any additional compensation. Microsoft Software, Licenses and Maintenance Page 55 of 84 252- 001 -09 -1 22. Termination for Convenience. The Customer, by written notice to the Contractor, may terminate the Contract in whole or in part when the Customer determines in its sole discretion that it is in the State's interest to do so. The Contractor shall not furnish any product after it receives the notice of termination, except as necessary to complete the continued portion of the Contract, if any. The Contractor shall not be entitled to recover any cancellation charges or lost profits. 23. Termination for Cause. The Customer may terminate the Contract if the Contractor fails to (1) deliver the product within the time specified in the Contract or any extension, (2) maintain adequate progress, thus endangering performance of the Contract, (3) honor any term of the Contract, or (4) abide by any statutory, regulatory, or licensing requirement. Rule 60A- 1.006(3), F.A.C., governs the procedure and consequences of default. The Contractor shall continue work on any work not terminated. Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from events completely beyond the control, and without the fault or negligence, of the Contractor. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both the Contractor and the subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform, unless the subcontracted products were obtainable from other sources in sufficient time for the Contractor to meet the required delivery schedule. If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Customer. The rights and remedies of the Customer in this clause are in addition to any other rights and remedies provided by law or under the Contract. 24. Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor's control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is not reasonably foreseeable, within five (5) days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING SHALL CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an extension of time, shall be asserted against the Customer. The Contractor shall not be entitled to an increase in the Contract Microsoft Software, Licenses and Maintenance Page 56 of 84 252- 001 -09 -1 price or payment of any kind from the Customer for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor shall perform at no increased cost, unless the Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State or to Customers, in which case the Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to products subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in part. 25. Changes. The Customer may unilaterally require, by written order, changes altering, adding to, or deducting from the Contract specifications, provided that such changes are within the general scope of the Contract. The Customer may make an equitable adjustment in the Contract price or delivery date if the change affects the cost or time of performance. Such equitable adjustments require the written consent of the Contractor, which shall not be unreasonably withheld. If unusual quantity requirements arise, the Customer may solicit separate bids to satisfy them. 26. Renewal. Upon mutual agreement, the Customer and the Contractor may renew the Contract, in whole or in part, for a period that may not exceed 3 years or the 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. 27. Purchase Order Duration. Purchase orders issued pursuant to a state term or agency contract must be received by the Contractor no later than close of business on the last day of the contract's term to be considered timely. The Contractor is obliged to fill those orders in accordance with the contract's terms and conditions. Purchase orders received by the contractor after close of business on the last day of the state term or agency contract's term shall be considered void. Purchase orders for a one -time delivery of commodities or performance of contractual services shall be valid through the performance by the Contractor, and all terms and conditions of the state term or agency contract shall apply to the single delivery /performance, and shall survive the termination of the Contract. Microsoft Software, Licenses and Maintenance Page 57 of 84 252- 001 -09 -1 Contractors are required to accept purchase orders specifying delivery schedules exceeding the contracted schedule even when such extended delivery will occur after expiration of the state term or agency contract. For example, if a state term contract calls for delivery 30 days after receipt of order (ARO), and an order specifies delivery will occur both in excess of 30 days ARO and after expiration of the state term contract, the Contractor will accept the order. However, if the Contractor expressly and in writing notifies the ordering office within ten (10) calendar days of receipt of the purchase order that Contractor will not accept the extended delivery terms beyond the expiration of the state term contract, then the purchase order will either be amended in writing by the ordering entity within ten (10) calendar days of receipt of the contractor's notice to reflect the state term contract delivery schedule, or it shall be considered withdrawn. The duration of purchase orders for recurring deliveries of commodities or performance of services shall not exceed the expiration of the state term or agency contract by more than twelve months. However, if an extended pricing plan offered in the state term or agency contract is selected by the ordering entity, the contract terms on pricing plans and renewals shall govern the maximum duration of purchase orders reflecting such pricing plans and renewals. Timely purchase orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions of the state term or agency contract shall apply to the recurring delivery/performance as provided herein, and shall survive the termination of the Contract. Ordering offices shall not renew a purchase order issued pursuant to a state term or agency contract if the underlying contract expires prior to the effective date of the renewal. 28. Advertising. Subject to Chapter 119, Florida Statutes, the Contractor shall not publicly disseminate any information concerning the Contract without prior written approval from the Customer, including, but not limited to mentioning the Contract in a press release or other promotional material, identifying the Customer or the State as a reference, or otherwise linking the Contractor's name and either a description of the Contract or the name of the State or the Customer in any material published, either in print or electronically, to any entity that is not a party to Contract, except potential or actual authorized distributors, dealers, resellers, or service representative. 29. 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 Customer. In the event of any assignment, the Contractor remains secondarily liable for performance of the contract, unless the Customer expressly waives such secondary liability. The Customer may assign the Contract with prior written notice to Contractor of its intent to do so. Microsoft Software, Licenses and Maintenance Page 58 of 84 252- 001 -09 -1 30. Antitrust Assignment. The Contractor and the State of Florida recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Florida. Therefore, the contractor hereby assigns to the State of Florida any and all claims for such overcharges as to goods, materials or services purchased in connection with the Contract. 31. Dispute Resolution. Any dispute concerning performance of the Contract shall be decided by the Customer's designated contract manager, who shall reduce the decision to writing and serve a copy on the Contractor. The decision shall be final and conclusive unless within twenty one (21) days from the date of receipt, the Contractor files with the Customer a petition for administrative hearing. The Customer's decision on the petition shall be final, subject to the Contractor's right to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative remedies is an absolute condition precedent to the Contractor's ability to pursue any other form of dispute resolution; provided, however, that the parties may employ the alternative dispute resolution procedures outlined in Chapter 120. Without limiting the foregoing, the exclusive venue of any legal or equitable action that arises out of or relates to the Contract shall be the appropriate state court in Leon County, Florida; in any such action, Florida law shall apply and the parties waive any right to jury trial. 32. 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, subcontractors, or agents performing work under the Contract must comply with all security and administrative requirements of the Customer and shall comply with all controlling laws and regulations relevant to the services they are providing under the Contract. The State may conduct, and the Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by the Contractor. The State may refuse access to, or require replacement of, any personnel for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non- compliance with a Customer's security or other requirements. Such approval shall not relieve the Contractor of its obligation to perform all work in compliance with the Contract. The State may reject and bar from any facility for cause any of the Contractor's employees, subcontractors, or agents. 33. Security and Confidentiality. The Contractor shall comply fully with all security procedures of the United States, State of Florida and Customer in performance of the Contract. The Contractor shall not divulge to third parties any confidential information obtained by the Contractor or its agents, distributors, resellers, subcontractors, officers or employees in the course of Microsoft Software, Licenses and Maintenance Page 59 of 84 252 - 001 -09 -1 performing Contract work, including, but not limited to, security procedures, business operations information, or commercial proprietary information in the possession of the State or Customer. The Contractor shall not be required to keep confidential information or material that is publicly available through no fault of the Contractor, material that the Contractor developed independently without relying on the State's or Customer's confidential information, or material that is otherwise obtainable under State law as a public record. To insure confidentiality, the Contractor shall take appropriate steps as to its personnel, agents, and subcontractors. The warranties of this paragraph shall survive the Contract. 34. Contractor Employees, Subcontractors, and Other Agents. The Customer and the State shall take all actions necessary to ensure that Contractor's employees, subcontractors and other agents are not employees of the State of Florida. Such actions include, but are not limited to, ensuring that Contractor's employees, subcontractors, and other agents receive benefits and necessary insurance (health, workers' compensations, and unemployment) from an employer other than the State of Florida. 35. 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. 36. 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. 37. 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 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 Customer in writing if its ability to perform is compromised in any manner during the term of the Contract. 38. 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 Microsoft Software, Licenses and Maintenance Page 60 of 84 252- 001 -09 -1 Customer. Notices to the Contractor shall be delivered to the person who signs the Contract. Either designated recipient may notify the other, in writing, if someone else is designated to receive notice. 39. Leases and Installment Purchases. Prior approval of the Chief Financial Officer (as defined in Section 17.001, F.S.) is required for State agencies to enter into or to extend any lease or installment - purchase agreement in excess of the Category Two amount established by section 287.017 of the Florida Statutes. 40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section 946.515(2), F.S. requires the following statement to be included in the solicitation: "It is expressly understood and agreed that any articles which are the subject of, or required to carry out, the Contract shall be purchased from the corporation identified under Chapter 946 of the Florida Statutes (PRIDE) in the same manner and under the same procedures set forth in section 946.515(2) and (4) of the Florida Statutes; and for purposes of the Contract the person, firm, or other business entity carrying out the provisions of the Contract shall be deemed to be substituted for the agency insofar as dealings with such corporation are concerned." Additional information about PRIDE and the products it offers is available at http: / /www.pridefl.com 41. Products Available from the Blind or Other Handicapped. Section 413.036(3), F.S. requires the following statement to be included in the solicitation: "It is expressly understood and agreed that any articles that are the subject of, or required to carry out, this contract shall be purchased from a nonprofit agency for the Blind or for the Severely Handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in section 413.036(1) and (2), Florida Statutes; and for purposes of this contract the person, firm, or other business entity carrying out the provisions of this contract shall be deemed to be substituted for the State agency insofar as dealings with such qualified nonprofit agency are concerned." Additional information about the designated nonprofit agency and the products it offers is available at http: / /www.respectoffloridLM 42. Modification of Terms. The Contract contains all the terms and conditions agreed upon by the parties, which terms and conditions shall govern all transactions between the Customer and the Contractor. The Contract may only be modified or amended upon mutual written agreement of the Customer and the Contractor. No oral agreements or representations shall be valid or binding upon the Customer or the Contractor. No alteration or modification of the Contract terms, including substitution of product, shall be valid or binding against the Customer. The Contractor may not unilaterally modify the terms of the Contract by affixing additional terms to product upon delivery (e.g., attachment or inclusion of standard preprinted forms, product literature, "shrink wrap" terms accompanying or affixed to a product, whether written or electronic) or by incorporating such terms onto the Contractor's order or fiscal forms or other documents forwarded by the Contractor for payment. The Customer's acceptance of product or processing of Microsoft Software, Licenses and Maintenance Page 61 of 84 252- 001 -09 -1 documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. 43. 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 - Customer purchases are independent of the agreement between Customer and Contractor, and Customer shall not be a party to any transaction between the Contractor and any other purchaser. State agencies wishing to make purchases from this agreement are required to follow the provisions of s. 287.042(16)(a), F.S. This statute requires the Department of Management Services to determine that the requestor's use of the contract is cost - effective and in the best interest of the State. 44. Waiver. The delay or failure by the Customer to exercise or enforce any of its rights under this Contract shall not constitute or be deemed a waiver of the Customer's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. 45. Annual Appropriations. The State's performance and obligation to pay under this contract are contingent upon an annual appropriation by the Legislature. 46. Execution in Counterparts. The Contract may be executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 47. 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. Microsoft Software, Licenses and Maintenance Page 62 of 84 252- 001 -09 -1 SECTION 5.0 SPECIAL CONDITIONS CONTENTS 5.1 Purchasing Card Program 5.2 Product Acceptance 5.3 Ownership /Title 5.4 Contractors Obligation with Regard to ISV (Third Party) Products 5.5 Proof of License 5.6 Product Version 5.7 Changes to Product or Service Offerings 5.8 Contract Service Requirements 5.9 Delivery 5.10 Contract Reporting Requirements 5.11 Business Review Meetings 5.12 Implementation of Contract 5.13 Contractor's State Contract Webpage 5.14 Estimated Quantities 5.15 Request for Quotes 5.16 Pricing 5.16.1 Pricing Models 5.17 Contract Revisions 5.18 New Product Additions 5.19 Sales Promotions 5.20 No Substitutions 5.21 Agent of Record 5.22 Upgrade Advantage 5.23 References 5.24 Purchase Orders Microsoft Software, Licenses and Maintenance Page 63 of 84 252- 001 -09 -1 5.1 Purchasing Card Program. The State of Florida has implemented a purchasing card program, using the Visa platform. Vendors may receive payment from state agencies by the purchasing card in the same manner as other Visa purchases. Visa acceptance is mandatory but is not the exclusive method of payment. 5.2 Product Acceptance. Unless otherwise provided by mutual agreement of the Eligible Users and the Contractor, Eligible User(s) shall have thirty (30) days from the date of delivery to accept all newly licensed software Product(s). Eligible users shall accept renewal of software maintenance or renewal of software licenses upon the effective date of the Eligible User contract or purchase order. Where the Contractor is responsible for installation, acceptance shall be from completion of installation, configuration and setup, including training, as specified in the Eligible User contract or purchase order. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Eligible User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Eligible User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Eligible User and the Contractor, Eligible User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by Eligible User. Where using its own data or tests, Eligible User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Eligible User, and shall be made part of the Contractor's standard documentation. The test data shall remain accessible to the Eligible User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Eligible User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty (30) day increment. The Eligible User shall notify Contractor of acceptance upon successful completion of the documented installation test. Such cancellation shall not give rise to any cause of action against the Eligible User for damages, loss of profits, expenses, or other remuneration of any kind. If the Eligible User elects to provide a deficiency statement specifying how the product fails to meet the specifications within the testing period, the Contractor shall have thirty (30) days to correct the deficiency, and the Eligible User shall have an additional thirty (30) days to evaluate the Product as provided herein. If the Product does not meet the specifications at the end of the extended testing period, the Eligible User, upon prior Microsoft Software, Licenses and Maintenance Page 64 of 84 252- 001 -09 -1 written notice to the Contractor, may then reject the Product and return all defective Product to the Contractor, and the Contractor shall refund any monies paid by the Eligible User to Contractor. Costs and liabilities associated with a failure of the Product to perform in accordance with the functionality tests or product specifications during the acceptance period shall be borne fully by the Contractor to the extent that said costs or liabilities shall not have been caused by negligent or willful acts or omissions of the Eligible User's agents or employees. 5.3 Ownership /Title. Title and ownership to Software Product(s) delivered by the Contractor under the Contract to an Eligible User under a valid Eligible User contract or purchase order that is normally commercially distributed on a license basis by the Contractor or other third party products which are included under any contract resulting from this solicitation, shall remain with the Contractor or Microsoft. Effective upon acceptance, such Product shall be licensed to Eligible Users in accordance with the Contractor or Microsoft's standard license agreement, provided, however, that such standard license, must, at a minimum: (a) grant the Eligible Users a non - exclusive, perpetual license to use, execute, reproduce, display, perform, adapt (unless Contractor advises Eligible Users as part of Contractor's proposal that adaptation will violate existing agreements or statutes and Contractor demonstrates such to the Eligible User's satisfaction) and distribute Existing Licensed Product to the Eligible User up to the license capacity stated in the Purchase Order or work order with all license rights necessary to fully effect the general business purpose(s) stated in the Bid or Eligible User's contract or Purchase Order and (b) recognize the State of Florida as the licensee where the Eligible User is a state agency, department, board, commission, office or institution. Where these rights are not otherwise covered by Microsoft's standard license agreement, the Contractor shall be responsible for obtaining these rights at its sole cost and expense. The Eligible User shall reproduce all copyright notices and any other legend of ownership on any copies authorized under this paragraph. See Section 6.4 (e) for transfer of license language, which shall apply to all software purchased under this agreement. 5.4 Proof of License. The Contractor must provide to each Eligible User either: (i) the Contractor's certified license confirmation certificates in the name of such Licensee; or (ii) a written confirmation from the Contractor or Microsoft accepting the Eligible User's contract or purchase order as proof of license. Contractor shall submit the certificate, or alternatively such written confirmation from Microsoft to the benefit of the Eligible User. Such certificates must be in a form acceptable to the Eligible User. 5.5 Product Version. Purchase Orders shall be deemed to reference the Contractor's most recently released model or version of the Product at time of order, unless an earlier model or version is specifically requested in writing by the Eligible User and the Contractor is willing to provide such version. Microsoft Software, Licenses and Maintenance Page 65 of 84 252- 001 -09 -1 5.6 Changes to Product or Service Offerings. Product or Service Discontinuance In the event that Microsoft publicly announces to all U.S. customers ( "date of notice ") that a Product, maintenance, or technical support offering is being re- bundled in a different manner from the structure or licensing model of the prior U.S. commercial offering, the Contractor shall be required to: (i) notify the Contract Manager and each Eligible User in writing of the intended change; (ii) continue to provide Product or withdrawn support upon the same terms and conditions as previously offered on the then - current State of Florida Contract for the greater o£ a) the best terms offered by the Contractor to any other customer, or b) not less than twelve (12) months from the date of notice; and (iii) shall submit the proposed re- bundling change to the Contract Manager for approval prior to its becoming effective for the remainder of the Contract term. The Contractor shall be required to: (i) provide the notice required under the paragraph above, to the entities described within five (5) business days of the Contractor receiving notice from Microsoft, and (ii) include in such notice the period of time from the date of notice that Microsoft will continue to provide Product or withdraw support. The provisions of this subdivision (a) shall not apply or eliminate the Contractor's obligations where withdrawn support is being provided by Microsoft. In the event that Microsoft ceases to provide service, the Contractor shall be responsible for subcontracting such service, subject to state approval, to an alternate Subcontractor. b. No Hardship /Passive License Monitoring Unless an Eligible User is otherwise specifically advised to the contrary in writing at the time of order and prior to purchase, the Contractor hereby warrants and represents that the Product and all Upgrades do not and will not contain any computer code that would disable the Product or Upgrades or impair in any way its operation based on the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral, or other similar self - destruct mechanisms (sometimes referred to as "time bombs," "time locks," or "drop dead" devices) or that would permit Contractor to access the Product to cause such disablement or impairment (sometimes referred to as a "trap door" device). Contractor agrees that in the event of a breach or alleged breach of this provision that Eligible User shall not have an adequate remedy at law, including monetary damages, and that Eligible User shall consequently 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 and all remedies to which Authorized User shall be entitled. 5.7 Contract Service Requirements. Requests by State Agencies and Eligible Users for Product Literature, Price Lists, and Specifications must be provided within five (5) working days after receipt of written request, at no charge to Eligible Users. However, the Department reserves the right to Microsoft Software, Licenses and Maintenance Page 66 of 84 252- 001 -09 -1 review and approve all Product Literature, Price Lists, and promotional materials before distribution to State Agencies and Eligible Users. Awarded contractor(s) shall have a single point of contact for customer support. This individual may support multiple Eligible Users and respond to Eligible User calls and/or emails within twenty -four (24) hours. Customer Support contact information shall be provided on the Ordering Instructions form. The Contractor(s) shall make all Eligible Users of the contract aware of its existence at the time of order to ensure that contractual pricing is utilized. Contractor(s) shall provide toll -free customer service phone support from 7:00 AM (EST) to 6:00 PM (EST) Monday through Friday, except for National and State recognized holidays. TDD (Telecommunication Device for the Deaf) access must be made available during the above customer service operating hours. Contractor(s) shall provide an after -hours contact number for use by Eligible Users for emergency orders after standard customer service operating hours. 5.8 Delivery. Pricing shall include inside delivery to the ordering agency within 30 days after receipt of purchase order. 5.9 Contract Reporting Requirements. The Contractor shall report sales data to the Contract Manager on a quarterly basis using the STC Reporting Form in Section 7.15 of the ITN. • The following data must be reported to the Contract Manager on a quarterly contract basis: Report shall include: • Contractor's Name and FEIN number • Contact Information • Reporting Period • Total dollar value of purchases per quarter as noted on the form. • Total dollar value of purchases per quarter indicating product group. • Minority Business Spend shall be included in the same report on the tab marked CMBE Spend Report. • Financial Viability Statement. Contractor shall provide a copy of their Dun and Bradstreet report and shall be responsible to immediately notify the Contract Manager of any changes in the company's financial status that would affect the Contractor's ability to fulfill their contract obligations with the State. Failure to provide quarterly sales reports, including providing a report when there have been no sales, within thirty (30) calendar days following the end of each quarter (January, April, July and October) may result in the contract supplier being found in default and may cause termination of the contract. Microsoft Software, Licenses and Maintenance Page 67 of 84 252- 001 -09 -1 Submission of the Contract Sales Summaries shall be the responsibility of the Contractor without prompting or notification by the Contract Manager. The Contractor will submit the completed Contract Sales Summary report by email to the Contract Manager. 5.10 Business Review Meetings. In order to maintain the partnership between the Department and the Contractor, each quarter the Department may request a Business Review meeting. The business review meeting may involve, but not be limited to, the following: • Review of Contractor performance • Review of minimum required reports • Review of continuous improvement plans The Department encourages Contractors to identify opportunities to generate lower costs. A continuous improvement effort, consisting of various ideas to enhance business efficiencies, may be discussed at the Business Review meetings or as identified. 5.11 Implementation of Contract. In order to streamline the procurement process and ease of use for state agency buyers, the Contractor may provide its catalog data electronically using the State's eProcurement system through a "punch -out" solution in which the Agency accesses the Contractor's website directly from the system, rather than the system maintaining the Contractor's data. This solution must allow the Agency to reach the Contractor's site, browse for Contracted items only, and return to the system with a list of items ready to be inserted into a requisition. Returned product information must include, but is not limited to, Contractor name, brand/manufacturer, SKU, product name, brief description (for supplies, include what machine product is for), recycled content flag, approved green product flag, certifying green label / standard, unit of measure, and price. If the Contractor does not choose to provide a punch -out catalog, the Contractor must provide a Line Item catalog and make their awarded products available on the Contractor's Florida Specific website as required in Section 5.12 Contractor's State Contract Webpage. The Contractor will have up to sixty (60) days, after contract award, to establish a State Contract punch -out website or up to thirty (30) days to establish a Line Item Catalog. The MyFloridaMarketPlace ( "MFMP ") third -party Service Provider, Accenture, is responsible for working with Contractor to assist in the implementation of a punch -out solution with the eProcurement System or a Line Item Catalog in Aravo. To accomplish this conversion, the awarded Contractor shall provide requested information directly to the Service Provider in the format required by the Service Provider. No costs or expenses associated with providing this information shall be charged to the Department, Eligible Users, or Service Provider. Microsoft Software, Licenses and Maintenance Page 68 of 84 252- 001 -09 -1 Contractor punch -out solution must meet the following requirements: • The solution must conform to cXML 1.0 or 1.1 standards. • The solution must conform to the technical specifications and implementation requirements provided by Accenture, and the Contractor must work with Accenture to ensure successful integration of the punch -out solution into the system • The solution must have the capability to provide only those products awarded under the Contract, and block any non - Contract item(s) from being added to the requisition. • The punch -out site must provide the Contract Manager, or designee, the ability to audit catalog items and prices and must provide a method to download loaded items and prices into an Excel file format. Audit time and date shall be determined by the Contract Manager and shall occur at random intervals. (Note: Contractors who currently have e- commerce capabilities should already have the ability to do a punch -out site. See Section 7.10 to review the Punch -out Capability Questionnaire and Section 7.11 to view the Electronic Invoicing Requirements.) 5.12 Contractor's State Contract Webpage. The Contract resulting from this solicitation will become a public document. State Purchasing is using http: / /myflorida.com on the Internet to distribute State Term Contracts and product information to eligible users and other interested entities. The Contractor shall, within sixty (60) days after the date of award listed on the Certification of Contract document, develop and maintain a State Contract web page on the Internet to post approved Contract information, which shall include pricing, percentage discounts, terms, catalogs, ordering instructions, descriptive information, list of products that meet the State of Florida's *approved green product labels / standards, and product pictures. The Home Page must be compatible with the most recent version of browser software being used by State Purchasing. As of the writing of this solicitation, Internet Explorer 7.0 is the State Purchasing browser standard. State Purchasing intends to upgrade to new browser versions as they become available and fully tested, at its discretion. The Universal Resource Locator (URL) for the Internet Home Page must be listed in the space provided on the Ordering Instructions page of the solicitation. No costs or expenses associated with providing this information shall be charged to the State. * Contractors should note that the US Federal Trade Commission's Guides to the Use of Environmental Marketing Claims (Green Guides) regulate how companies label and advertise using environmental claims / terms. See www.ftc. Toy v /bcp/ Trn�guides980427.iitm 16 C.F.R. Part 260 for details. It is the Contractor's responsibility to accurately identify their products that meet the State of Florida's approved green product labels / standards (e.g., Energy Star, Green Seal) in their electronic catalog, punch -out site and on State Contract web Microsoft Software, Licenses and Maintenance Page 69 of 84 252- 001 -09 -1 page. Failure to accurately represent green products may result in the Contractor's immediate removal from the contract. The State Contract vendor supplied web site must have the following requirements: • Specify that the web page is for the State of Florida • Contract Number and Beginning and Ending Contract Dates • State of Florida approved Contract pricing; • Detailed item descriptions, item numbers, unit of measure; • Robust search engine capabilities; • Additional links or information to access product literature of awarded items; • Additional links to the vendor's home page, the history of the company, etc.; • Additional links to access technical product literature of awarded items; • Servicing dealers with current contact information; • Offer photos of awarded products (where applicable); • List of products that meet the State of Florida's approved green product labels / standards; • When possible, provide indicators of recycled product and minority manufactured products; and • Universal Resource Locator (URL) for the Internet Page must be supplied to the Department prior to the implementation of the Contract. Additional mandates include: • If unauthorized information is discovered on the State Contract Web Page, the Contractor's link may be immediately disconnected and the Contractor shall be liable for any incorrect or unauthorized purchases. • Access to the Contractor's State Contract Web Page, or to links or documents on that Web Page, shall not require a password. • Contractor's State Contract Web Page shall be compatible with the current version of browser software used by State Purchasing. • Barring unexpected technological interruptions or forces of nature, frequent or consistent web page inaccessibility may be grounds for contract termination. • Additional links to the Contractor's home page, product literature, or other pertinent information may be included on the State Contract Web Page. 5.13 Electronic Invoicing. Notwithstanding any provision of the contract, the contractor shall supply electronic invoices in lieu of paper -based invoices for those transactions processed through the State's eProcurement system. Electronic invoices shall be submitted to the agency through the Ariba Supplier Network (ASN) in one of the following mechanisms — cXML, EDI 810 or web -based invoice entry within the ASN. For the purposes of this section, the contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third party provider of MFMP, a State contractor, the right and license to use, reproduce, transmit, distribute and publicly display within the system the information outlined above. In addition, the Microsoft Software, Licenses and Maintenance Page 70 of 84 252- 001 -09 -1 contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third party provider the right and license to reproduce and display within the system the contractor's trademarks, system marks, logos, trade dress or other branding designation that identifies the products made available by the contractor under the contract. If the contractor is not the manufacturer, it shall be the contractor's responsibility to obtain authorization from the manufacturer to comply with the provisions of this section, including securing any intellectual property rights of the manufacturer. 5.14 Estimated Quantities Based upon current spend projections, it is anticipated that a contract resulting from this ITN may have sales volume of approximately $15 million. These estimated figures are given only as a guideline for preparing your proposal and should not be construed as representing actual figures under the contract. 5.15 Requests for Quotes. The awarded vendor shall be the only vendor authorized to sell Microsoft products under this contract. No additional Request for Quotes or bid requests are required under this contract. 5.16 Pricing. It is the intent of this solicitation to obtain pricing that is better than or comparable to pricing models provided to other government entities of the same size and class as the State of Florida. Pricing shall be a discount percentage off of the awarded contractor(s) current "Manufacturers Retail Price." The prices and percentage discount offered with the bid shall be firm against any increase for the entire term of this contract and any renewals thereof. Price lists shall be submitted via the MFMP Sourcing Tool on the Price Sheet form in section 7.1 of this ITN. Any subsequent revisions shall be submitted using the same Excel format to the Contract Manager, for review and approval prior to implementation. After contract award, product updates may be submitted using the Product Update form located in Section 7.7 of this ITN to the Contract Manager by email or on CD. All current and future Microsoft Software Licenses shall be sold under the Microsoft Master Business Agreement, which includes the following: • Microsoft Select — State and Local • Microsoft Enterprise • Academic Select 5.16.1 Pricing Models - Respondent shall provide pricing models for Microsoft software licensing and maintenance based on the Microsoft Government Select Microsoft Software, Licenses and Maintenance Page 71 of 84 252- 001 -09 -1 MVLP -D 50,000 unit level; and Microsoft Education Select MVLP -A designation status. Prices must be submitted using the attached Price Sheet in Section 7.1 of this solicitation. Pricing models shall include the following: a) All proposals must provide a manufacturer's cost plus percentage based on the Microsoft products to a qualified Microsoft Large Account Reseller. b) Transfer or assignment of contracts from state agencies to hosting or "primary" data centers. c) Location licensing, which will allow for a change in location and transfer of ownership. d) Replacement Products e) Competitive upgrade costs including Upgrade Advantage f) Option to purchase Microsoft's official documentation and CDs must be included in bid proposals; CD -ROM sets per product pool (Applications, Systems, Server), as applicable. g) Maintenance agreements h) Added Value such as tiered discounts, additional service, etc. 5.17 Contract Revisions Revisions to product offerings, pricing, terms, or presented materials must be approved by the Department prior to advertisement or implementation. Revision requests must be submitted to the Contract Manager on the Product Update Form in Section 7.7. 5.18 New Product Additions New products may be considered for addition to the contract. All requests for review shall be made in writing via the Product Update form in Section 7.7 to the Contract Manager and shall include product literature and pricing in a format acceptable to the Department. New products must utilize the same percentage discount originally bid, based on the manufacturer's prices in effect at the time the new product is offered and may not be marketed as approved products prior to written approval from the Contract Administrator. 5.19 Sales Promotion A contractor, during the term of the contract, may lower prices of products on the contract, for a specified period of time. The contractor shall document sales promotions to and receive approval of the Department prior to offering sales promotions to contract users. Documentation of sales promotions shall specify starting and ending dates of the promotion, specify list prices and promotional prices, and shall contain a statement that the promotional prices are available to all contract users. Sixty (60) days is established as the minimum period of time for which a sales promotion can be offered. Sale pricing shall be made available on contract items only and promoted to all users of the contract. Evidence of offering of a sales promotion Microsoft Software, Licenses and Maintenance Page 72 of 84 252- 001 -09 -1 to a contract user prior to the submittal to and approval of the Department may subject the contractor to removal from the contract. 5.20 No Substitutions The types /versions of software specified in this Solicitation are compatible with other systems /software currently installed. Therefore, NO SUBSTITUTES ARE ALLOWED. Compatibility with existing software allows for warehousing of supplies as well as technical and upgrade advantage support for peripheral software. 5.21 Agent of Record The successful Contractor shall act as "Agent of Record" during the term of the contract and shall maintain and update the licensing records of each eligible agency that purchases from the resultant contract. If an Enrollment Form is required by Microsoft, the bidder will be responsible to contact each agency, upon receipt of that agency's initial purchase order to have the agency complete the form. In turn, the agencies shall designate a liaison to maintain pertinent records and inform the Agent of Record of any changes. 5.22 Upgrade Advantage Upgrade Advantage, under Microsoft's Master Business Agreement includes: Master upgrade to include one master of each version of software for which upgrade advantage maintenance has been purchased. Master Interim Releases and software change notices for software for which upgrade advantage has been purchased. 5.23 References All respondents shall provide a minimum of five references for products sold to "Eligible Customers" in the last twenty -four (24) months. References shall include the following: the name of the agency, university, city, county or school board, responsible personnel and phone number where this specific software was purchased. Failure to supply the required documentation may result in disqualification of your proposal. The State of Florida reserves the right to contract the references regarding the products /services provided. 5.24 Purchase Orders All respondents shall provide a minimum of five (5) purchase orders or invoices with the proposal package to document the sales of each manufacturer's brand proposal. Failure to supply the required documentation may result in disqualification of your proposal. Microsoft Software, Licenses and Maintenance Page 73 of 84 252- 001 -09 -1 SECTION 6.0 TECHNICAL SPECIFICATIONS Contents 6.1 ELIGIBLE SOFTWARE 6.2 SOFTWARE ACCEPTANCE 6.2.1 ACCEPTANCE OF STAND ALONE SOFTWARE 6.2.2 ACCEPTANCE OF SELF - DEVELOPED SOFTWARE OR SOFTWARE DEVELOPED BY THIRD PARTIES 6.3 STANDARD SUPPORT 6.4 SOFTWARE LICENSE 6.5 ENVIRONMENTAL STANDARDS Microsoft Software, Licenses and Maintenance Page 74 of 84 252- 001 -09 -1 6.1 Eligible Software Respondent shall propose the latest version of all software at the time of order, unless an earlier version is specifically requested in writing by the Eligible User and the Contractor is willing to provide such version. In addition, Products and upgrade advantage shall be bid under the MASTER BUSINESS AGREEMENT and shall include all software listed in the referenced Manufacturer's Certification including Products offered under the MICROSOFT SELECT, ENTERPRISE, and ACADEMIC SELECT agreements. 6.2 Software Acceptance Once software has been physically received, the Contractor shall consider the Product accepted for use in order to comply with the Sarbanes Oxley reporting requirements; however, the State has additional acceptance criteria, which will be used to justify product returns. Eligible users who have software installation permissions granted by the user's agency shall be responsible for determining acceptance of products purchased. Minimum acceptance criteria are as follows: 6.2.1 Acceptance of Stand Alone Software: Acceptance of software products is conditioned upon the following: • The software is free of computer viruses • The software is compatible with other products in use • The software can operate in the intended working environment and required parameters • The software was delivered with the relevant manuals or access was provided to electronic manuals. • The required functionality is fulfilled. 6.2.2 Acceptance of software will be denied if any of the following occur: • Serious errors are detected in the software • Test cases occur where the calculated results do not correspond to the estimated results • User manuals or operating instructions are not available or are inadequate 6.3 Standard Support Contractors shall provide the following levels of support under the Contract: • Inside delivery, with buyer set -up and installation • Standard manufacturer's warranty • 30 -day money back guarantee (after acceptance), return to Contractor, with no shipping charges or restocking fee or comparable charges • Installation advisory support — help with installation and updating of standalone applications or products in a network environment. • Corrective support — to resolve identifiable and reproducible software product problems and to help customers identify problems that are difficult to Microsoft Software, Licenses and Maintenance Page 75 of 84 252- 001 -09 -1 reproduce; includes assistance with trouble- shooting and with setting configuration parameters. Escalation management — Establish escalation procedures and enlist specialized expertise from Contractor and selected third parties. Electronic software information — Provide access to software patches, a symptom- solution database, product descriptions, specifications, technical literature, etc. Coverage windows — minimum of 8:00 — 6:00 p.m. EST Monday — Friday, excluding holidays. Optional Support that may be offered on particular purchases: Warranty upgrade (to 3 -year maximum). Warranty upgrade may be purchased at time of system purchase or during the warranty period Software product and documentation updates Manufacturer provided installation Optional support levels resulting in increased cost to Customers shall be clearly and separately identified on the Contractor's authorized product and price list. Integrated components shall carry the same support level and warranty provisions as the system. Optional support shall also be offered at the same percentage discount as the awarded category of items that the optional support is associated with. 6.4 Software License. Where product is acquired on a licensed basis, the following terms shall constitute the license grant. a. Scope. Licensee is granted a non - exclusive 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. Licensee shall have the right to use and distribute modifications and customizations of the product to and for use by any Customers 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. b. 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. c. Documentation: Contractor shall provide to the licensee one (1) free copy of the installation media. Additional copies may be purchased at a fee. As applicable, Microsoft Software, Licenses and Maintenance Page 76 of 84 252- 001 -09 -1 basic product documentation may be in the form of electronic files that are included in the installation media. d. 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 operations during the maintenance term. The maintenance term(s) and any renewals are independent of the Contract term. The Customer 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 Customer does not initially acquire, or discontinues, maintenance, the Customer 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. e. Transfers/Reassignment: Licensee's operations may be altered, expanded, or diminished. Licenses may be transferred, renegotiated or combined for use at an alternative or consolidated site not originally specified in the license, including transfers between agencies and sites. 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 (see pricing model in Section 5.16.1) 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. f. 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 Microsoft Software, Licenses and Maintenance Page 77 of 84 252- 001 -09 -1 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 agreement, nor shall the nondisclosure agreement create or impose any liabilities on the State or the licensee. Any third party with whom a licensee has a relationship for a State 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. g. Archival Backup: Licensee may use and copy the product and related documentation in conjunction with reproducing a reasonable number of copies for archival backup and disaster recovery procedures. h. 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 Department, and which shall be directed to release the deposited source code in accordance with a standard escrow agreement acceptable to the Department, or (3) certify to the Department that the product manufacturer /developer has named the State, acting by and through the Department, and the licensee, as named beneficiaries of an established escrow arrangement with its designated escrow agent, which shall be identified to the Department 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 updates shall be certified in writing to the Department. 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 State may release the source code to licensees under the Contract which have licensed the product or obtained services, and which may use the copy of the source code to maintain the product. i. 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. j. Restricted Use: Except as expressly authorized by the terms of license, licensee shall not: copy the product; cause or permit reverse compilation or reverse Microsoft Software, Licenses and Maintenance Page 78 of 84 252- 001 -09 -1 assembly of the product or any portion; or export the product in violation of any U.S. Department of Commerce export administration regulations. k. 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. 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, for non -State licensees, 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. m. 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. 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. Microsoft Software, Licenses and Maintenance Page 79 of 84 252- 001 -09 -1 6.6 Environmental Standards Florida Governor Charlie Crist signed Executive Order 07 -126, titled "Leadership by Example: Immediate Actions to Reduce Greenhouse Gas Emissions from Florida State Government "; Executive Order 07 -127, "Immediate Actions to Reduce Greenhouse Gas Emissions within Florida "; and Executive Order 07 -128, "Florida Governor's Action Team on Energy and Climate Change." The State supports and encourages initiatives to protect and preserve our environment. The Respondent shall submit as part of any response the Respondent's plan to support the procurement of products and materials with recycled content, and the intent of Section 287.045, Florida Statutes. The Respondent shall also provide a plan for reducing and or handling of any hazardous waste generated by Respondent's company. Reference Rule 62- 730.160, Florida Administrative Code. It is a requirement of the Florida Department of Environmental Protection that a generator of hazardous waste materials that exceeds a certain threshold must have a valid and current Hazardous Waste Generator Identification Number. This identification number shall be submitted as part of Respondent's explanation of its company's hazardous waste plan and shall explain in detail its handling and disposal of this waste. Describe what efforts your company (as Contractor) will take to encourage the participation and support of these and other environmental programs. 6.6.1 Florida Climate Friendly Products Contractors are encouraged to propose products that meet the Florida approved green product labels /standards. Under the leadership of Florida Governor Charlie Crist, the Department of Management Services (DMS) encourages the purchase of environmentally preferable products (EPPs) by Florida governmental entities where .possible. Upon award, Contractors will be encouraged to submit a list of their qualifying products for review and posting to the Florida Climate Friendly Products List. The current list can be viewed at the following DMS website link: http : / /dms.myflorida.com /business operations /state purchasing/vendor infor mation /state contracts agreements and price lists /florida climate friendly products list The Florida Climate Friendly Products List includes state contract approved products that have received one or more of the following certifications, labels, and standards: California Energy Commission (CEC) Appliance Efficiency Regulations Microsoft Software, Licenses and Maintenance Page 80 of 84 252- 001 -09 -1 California Environmentally Preferred Products Guide California State Agency Buy Recycled Program (SABRC) Electronic Product Environmental Assessment Tool (EPEAT) Energy Star EPA Comprehensive Procurement Guidelines ((.PG) EPA SmartWay and SmartWay Elite EPA WaterSense Forest Stewardship Council (FSC) Green Seal Greenguard MDBC's Cradle to Cradle Silver Certification (or higher) Minnesota Green Guardian EPP Guide NEMA Premium ROHS SCS (Scientific Cert. Sys.) / NSF International Terra Choice / Ecologo US Federal Energy Management Program FEMP) USDA Organic Label Microsoft Software, Licenses and Maintenance Page 81 of 84 252 - 001 -09 -1 SECTION 7.0 FORMS, ATTACHMENTS, AND WORKSHEETS THE FORMS, ATTACHMENTS, AND WORKSHEETS ARE LOCATED IN AND ARE DOWNLOADABLE FROM THE MYFLORIDAMARKETPLACE SOURCING TOOL. CONTENTS 7.1 PRICE SHEET 7.2 SAVINGS/PRICE REDUCTIONS 7.3 CONTACT INFORMATION 7.4 ORDERING INSTRUCTIONS 7.5 CERTIFICATION OF DRUG -FREE WORKPLACE PROGRAM (PUR 7009) 7.6 REFERENCES 7.7 PRODUCT UPDATE FORM 7.8 CONTRACT 7.9 STATE OF FLORIDA VENDOR RESPONSIBILITY QUESTIONNAIRE 7.10 PUNCH -OUT CAPABILITY QUESTIONNAIRE 7.11 MYFLORIDAMARKETPLACE ELECTRONIC INVOICING REQUIREMENTS 7.12 EMERGENCY SITUATIONS FORM 7.13 VENDOR CHECKLIST 7.14 MICROSOFT MASTER BUSINESS AGREEMENT (INCLUDING SELECT — STATE & LOCAL, ENTERPRISE, AND ACADEMIC AGREEMENTS) 7.15 CONTRACT REPORTING FORM 7.16 SAMPLE LINE ITEM TEMPLATE Microsoft Software, Licenses and Maintenance 252- 001 -09 -1 Microsoft Software Ordering Instructions Form BIDDER: SHI International Corp VENDOR TAX ID NUMBER: 22- 3009648 Ordering Information: Please provide the following information about where Customers should direct orders. You must provide a regular mailing address and email address. If equipped to receive purchase orders electronically, you may also provide an Internet address. NOTE: Duplicate as necessary for multiple ordering locations. Name: Florida Sales Team Title: Inside Sales Team Street Address or P.O. Box: 33 Knightsbridge Rd. City, State, Zip: Piscataway, NJ 08854 Email Address: floridateam(cr shi.coin Phone Number: 800 -543 -0432 Toll Free Number: 800 -543 -0432 Ordering Fax Number: 732 - 868 -6055 Internet Address: Federal ID Number: 22- 3009648 Remit Address: PO Box 8500 -41155 City, State, Zip: Philadelphia, PA 19178 Please identify the person who will be responsible for administering the Contract on your behalf if award is made, and include an emergency contact phone number: Name: Michael Bench Title: Account Executive Street Address: 11270 Warm Wind Way, Weeki Wachee, FL 34613 E -mail Address: Michael Benchgshi.com Phone Number(s): 352 -597 -2880 (office) /352- 250 -2101 (mobile) Fax Number: 352 -597 -2899 Microsoft Software, Licenses and Maintenance 252- 001 -09 -1 Please identify the person who will be responsible for maintaining your electronic catalog information through MyFloridaMarketPlace. Name: Michael Bench Title: Account Executive Street Address: 11270 Warm Wind Way, Weeki Wachee, FL 34613 E -mail Address: Michael Bench(a)shi.com Phone Number(s): 352 -597 -2880 (office) /352- 250 -2101 (mobile) Fax Number: 352 -597 -2899 Please be advised that vendors are responsible for verifying and maintaining the correct contact and address information within their MyFloridaMarketPlace vendor registration account. Failure to do so may result in the vendor being deemed ineligible to conduct business with the State of Florida. Microsoft Software, Licenses and Maintenance 252- 001 -09 -1