1. 04/01/2016 to 03/31/2017 AMY NEA VILIN, CPA
CLERK OF CIRCUIT COURT & COMPTROLLER
;� T. 4 MONROE COUNTY,FLORIDA
DATE: May 3, 2016
TO: Alan MacEachern, Director
Information Technology
ATTN: Maria Guerra
Executive Assistant
FROM: Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller (�f
At the March 23, 2016 Board of County Commissioner's meeting the Board granted approval and
authorized execution of Item C3 Approve Agreement between Gartner, Inc. and Monroe County for
research, analysis of products and systems for the County in selecting hardware, software solutions,
telecom, and other IT services.
Enclosed is a duplicate original of the above mentioned for your handling 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
Gartner, Inc. Service Agreement for Monroe County ("Client")
This Service Agreement("SA")is between Gartner, Inc.of 56 Top Gallant Road,Stamford,CT 06904("Gartner")and Monroe County of 1200
Truman Ave Suite 211,Key West,FL 33040-7270("Client"),and includes the Master Client Agreement between Gartner and Client or Client's
parent or affiliate Florida ACS Contract 973-501-12-ACS dated 6/7/12 the terms of which are incorporated by reference, and all applicable
Service Descriptions. This SA constitutes the complete agreement between Gartner and Client. Client agrees to subscribe to the following
Services for the term and fees set forth below.
I. DEFINITIONS AND ORDER SCHEDULE:
Services are the subscription-based research and related services purchased by Client in the Order Schedule below and described in the Service
Descriptions. Service Names and Levels of Access are defined in the Service Descriptions. Gartner may periodically update the names and the
deliverables for each Service. If Client adds Services or upgrades the level of service or access,an additional Service Agreement will be
required.
Service Descriptions describe each Service purchased,specify the deliverables for each Service,and set forth any additional tents unique to a
specific Service. Service Descriptions for the Services pt s e viewed and downloaded through the hyperlinks listed in
Section 2 below or may be attached to this SA in hard co , reference__A into this SA.
Se @ 2 JnW
Service Name Level of Access Number Nameof ®Contract Term Contract Term End Total Fee
_of Users Licensed Start Date Date Q
Gartner for IT Individual 1 Alan MacEarchern April 1,2016 March 31,2017 $34,608.00
Leaders Access Advisor
Total Services: (Excluding $34,608.00
applicable sales
tax)
2.SERVICE DESCRIPTIONS: ...
Service Name/Level of Access Service Description URL
Gartner for IT Leaders Individual http://www.gartner.com/itlad/sd_itl_individual_advisor.pdf
Access Advisor
3.PAYMENT TERMS
Gartner will invoice Client on a quarterly basis in the amount of$8,652.00(1/4 of the total amount of$34,608.00.00 for all Services rendered)
in accordance with the Prompt Payment Act,F.S. 128.70. Payment is due 90 days from the invoice date.Client,is a political subdivision of the
State of Florida and thus shall not pay any sales,use,value-added or other tax or charge imposed or assessment by any governmental entity
upon the sale,use or receipt of Services,including any taxes imposed on the net income of Gartner.
Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County
Commissioners.
Please attach any required Purchase Order("PO")to this SA and enter the PO number below. If an annual PO is required for multi-year
contracts, Client will issue the new PO at least 30 days prior to the beginning of each subsequent contract year. Any pre-printed or additional
contract terms included on the PO shall be inapplicable and of no force or effect. This SA maybe signed in counterparts.
Gartner and Client acknowledge that the payment terms in this Service Agreement are non-standard and these terms are only available for this
contract term. Upon renewal the services will be renewable at the then prevailing Gartner fees at the time of renewal.using standard upfront
net 30 payment terms.
Oann\
C Dep.
Gartner.Inc.-Service Agreement for use with a Master Client Agreement-Version 10/14-Page l of2
4.CLIENT BILLING INFORMATION
Purchase Order Number Billing Address
Invoice Recipient Name Invoice Recipient Email Invoice Recipient Tel. No.
5.AUTHO ATI
Client: Gartner,Inc.
5/}/70 i(o
Sign re/Da Signature/D to
Heather Carruthers, Mayor Contracts
Print Name and Tide Print Name
Specialist
Gartner
A� itit\-- it _ I /- Dyl�
Dat ,5/3M0 CeiSi Aul Ovk124,C v6On
3l IIDJ llo
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/partner
Gartner.Inc.-Service Agreement for use with a Master Client Agreement-Version 10/14-Page 2 of2
Gartner,Inc.Service Agreement for Monroe County("Client")
Ibis Service Agreement("SA")is betssxen Garner.Inc.0f56 Top Gallant Road.Stamford,CT 06904("Gamier",and Monroe County of 1200
Truman Ave Suite 21 I.Key West.FL 33040-7270 I"Client"I,and includes the Muster Clieni Agreement between Gannet and Client or Client's
parent or afllmle Florida ACS Canrnet 973.501-12-ACS dated 6/7/12 the terms of which are incorporated by reference,and all applicable
Service Descriptions. This SA connsliutes the complete agreement between Ginner rind Chet. Client agrees a subscribe to the following
Services for the tern and fees set forth below.
I. DEFINITIONS AND ORDERSCIIEOULE:
Services arc the wbscripiion-bmcd research and related services purchased by Client in the Order Schedule below and described in the Service
Descriptions. Service Names and Levels of Acecss me defined in the Service Descriptions. Gunter may periodically update the names and the
deliverables for each Service. If Client adds Services or upgrades the level of service or access.an additional Service Agreernem will be
required.
Service Descriptions describe each Service purchased,specify the deliverables far each Service,and set forth any additional arms unique to a
specific Service. Service Descriptions for die Services purchased in this SA may be viewed and downloaded through die hypedinks listed in
Section 2 below or may be attached to this SA in hard copy,and arc incorporated by reference into this SA.
genie.Nome Level of Access Number Name et User to be Cataract Tern Contract Term Fag Total let
i1.ULM L4emed SIatSDatt Dale S
Gartner ter IT ladividuol t Alm 0lacEarehera April I,2016 March31,1017 S34,6011.00
Leaden Access Advisor
Told Services: (Excluding $36,611.00
epplicoMe sales
tax)
2.SERVICE DESCRIPTIONS:
Service Name/Level of Access Service Dnthnllon UK'
Gartner for IT Leaden Individual Pittp://www.gartner.com/IthrUsd_111 Indlvidaal edvisor.pdf
Access Advisor
3.PAYMENT TERMS
Gartner will imdce Client on a quarterly basis in Mo amount of 58.652.00(IN ft6e loco/mnatell ofS34608.00.00for all Services rendered)
In accordance nigh the Prompt PrpnaO Act,PS.128.70 Pi wrens Is due 90 days from she hooky date.Client.is apolitical subdivision of Me
Stine of Florida and Mos shall not pay any sales.tar,mine-added or other me or thaw Imposed or assessment by anygovernmental entity
WWII the sale.use or receipt of Sower.acludrng cot'tarn Imposed on the net Income of Canner.
Alamos Coltish t performmne and obligation to pay under Iles conuvsct Is contingent upon in annual appropriation by the Board fCoruls)
Commissioners
Please attach any required Purchase Order a 12)la ibis Sel and enter the PO number below ;an maim;PO u required for multi-year
eonsmeb.C'tlens mill issue the new PO at lean 30 days prior so the beginning of tack subsequent contract year Any Praprioad or additimtd
contract(ems lnchrda)on Me PO shall be tnrpplunble and of no force or effect This SA maybe signeNn matarports.
Gartner and Client acknowledge that the payment tents in MP Senice Agreement are uaaaudanl and these tens an only molded*for this
contract neon. Upon renewal the sen/es ulll be renewable al Me Men preraihng Gartnerfeu at the time of renown!.using standard upfront
net 30 moment tent'.
Oarmer.lac -Son ice Agr,eineat for ice with o Mww Cbml.4rcmhem-14m1w 1014-Page 1 f}
A.CLIENT BILLING INFORMATION
PoraAnre alder Monde BlNing Address
Awoke Recipient Nome !alma*Reelpleul Email lurolre Recipient Tel.No.
5.AUTHORIZATION
Client: Gartner,Inc. .e.en:emeM,
EAjAWA has March 9. 2018
Signori&Oam SlplmmrNOa ousrocerwx
ranla Hinds Gartner Contracts specialist
Prins None and Blle Peal Nemo and Title
ito
Gym,./..•Sm'a AinMlMfor no with a Moneralkra Aprxenel•V nke 10114•PCP 2112
Gartner.
Client Initials:
SERVICE DESCRIPTION
Attachment to the Service Agreement
GARTNER FOR IT LEADERS
INDIVIDUAL ACCESS ADVISOR
Gartner for IT Leaders Individual Access Advisor(the"Service")provides clients with access to research
and advice about information technology and the functional responsibilities of specific IT roles as well as
the option of inquiry with Gartner Analysts.
DELIVERABLES
Each user designated by Client("Licensed User")receives the following Deliverables:
• Core IT Research • Weekly Picks &News Analysis
• Role-Specific IT Research • Gartner Analyst Webinars
• IT Key Metrics Data • Peer Networking
• Diagnostic Took,Templates, and Case • Talking Technology Series
Studies • Analyst Inquiry
• Selected Vendor Reports • Summit Event Ticket
ADDITIONAL TERMS&CONDITIONS
The Summit Event Ticket is a numbered identifier(e.g., 424562)that entitles the Licensed User to register
for one(1)Gartner Summit Event as specified in the Ticket Letter emailed to Client. A Summit Ticket may
also be used to register for a Catalyst Event.Tickets are valid for 12(twelve)months from the date of issue,
per the expiration date on the Ticket Letter. Tickets provided as part of a Gartner Research offering arc
valid only for Gartner Events during the contract term of that Research offering. Tickets arc transferable
within the Client organization but may not be transferred to another company. A single Ticket may not be
used by more than one(I) employee and may not be used for admission to any Gartner Event other than a
Summit or Catalyst Event. All purchase and use of Gartner Event Ticket(s) is subject to and governed by
the online registration terms &conditions at:
hitp://www.gartner.com/tethnology/about/policics/events-terms.isp
Unless otherwise stated above,use of this Service is governed by the Usage Guidelines for Gartner Services
which are accessible on the Policies section of gartner.com.
Sn vice Derrrrplion. Gartner/or IT Leaderx Individual Acorn Adv,sor, Prraon 2 0,Agmv 2015 — Page I lI
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AMENDMENT 2
CONTRACT RENEWAL 2
TO
Alternate Contract Source No.: 973-501-12-ACS
IT Research 8 Advisory Services
This Amendment, effective as of the last date signed below, is by and between the State of
Florida, Department of Management Services (Department), Division of State Purchasing
(Division), an agency of the State of Florida with offices at 4050 Esplanade Way, Tallahassee,
Florida 32399-0950, and Gartner, Inc. (Contractor), and amends the Alternate Contract Source
No.973-501-12-ACS(Contract), Department and Contractor are collectively referred to herein
as the"Parties."
The parties hereto agree to amend the contract to add the following provisions:
1.0 CONTRACT RENEWAL
The Department hereby executes its renewal option for a one-year period pursuant to the
provision of PUR 1000, section 27.The new contract expiration date shall be April 30, 2016.
2.0 EMPLOYMENT VERIFICATION (E-VERIFY)
Pursuant to State of Florida Executive Order Number 11-116, Contractor is required to
utlize the U.S. Department of Homeland Security's E-Verify system to verify eligibility of all
new employees hired by the Contractor to work in the U.S. during the Contract term. Also,
Contractor is to include in related subcontracts a requirement that subcontractors performing
work or providing services pursuant to the Contract utilize the E-Verify system to verify the
..............eligibility of all new employees hired by the subcontractor to work in the U.S.during the
Contract term.
3.0 SCRUTINIZED COMPANY LIST
Pursuant to subsection 287.135(5), F.S., by signing a contract or renewal of a contract
where the value exceeds$1 million to which this clause Is attached,the Respondent or
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, F.S.
Pursuant to subsection 287.135(3)(b), F.S, Department may immediately terminate any contract for cause if the Contractor is found to have submitted a false certification under
subsection 287.135(5), F.S., 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.
4.0 CONTRACTOR—PUBLIC RECORDS
If, under the Contract,the Contractor is providing services and is acting on behalf of the
Department as provided under subsection 119.011(2), Florida Statutes, the Contractor,
subject to the terms of paragraph 287.058(1)(c), Florida Statutes, and any other applicable
legal and equitable remedies, shall:
a) Keep and maintain public records that ordinarily and necessarily would be required by
the Department in order to perform the service.
b) Provide the public with access to public records on the same terms and conditions that
the Department would provide the records and at a cost that does not exceed the cost
provided in Chapter 119, Florida Statutes,or as otherwise provided by law.
Page 1 of 23
b) Provide the public with access to public records on the same terms and conditions that
the Department would provide the records and at a cost that does not exceed the cost
provided In Chapter 119, Florida Statutes, or as othenvise provided by law.
c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
d) Meet all requirements for retaining public records and transfer, at no cost, to the
Department all public records In possession of the Contractor upon termination of the
contract and destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. NI records stored electronically must
be provided to the Department in a format that Is compatible with the Infannetlon technology
systems of the Department.
5.0 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.
0A REPLACEMENT CONTRACT.
A replacement contract may be established for these services prior to the expiration of this
renewed contract.The replacement contract shall supersets and may cause early
termination of this contract, 073-501.12-ACS.
7.0 CONFLICT
To the extent any of the terns of this Amendment conflict with any other terms of the
Contract, the terms of this Amendment shall control.All other terms of the Contract,or as
previously amended, remain in full force.
Stets of Florida, Contractor Gartner,Inc.
Departmennt{g(f,, mfAsrvlces:
CVk ( Naame: -
Name: ti
flab A.Casslap
Title: S•cr84.1 Thlt e•Goveeaeset Contracts
Data: y'2;'tC Date: aka -- 1c a, 2-0r5
Preferred Pricing Affidavit
REGARDING THE CONTRACT BETWEEN
GARTNER.INC. (THE"CONTRACTOR")
AND
THE FLORIDA DEPARTMENT OF MANAGEMENT SERVICES
CONTRACT No.: 973-501-12-ACS DATED 06/06/2012(THE"CONTRACT")
PURSUANT TO SECTION 216.0113, FLORIDA STATUTES, THE UNDERSIGNED CONTRACTOR
HEREBY ATTESTS THAT THE CONTRACTOR COMPLIES WITH THE PREFERRED-PRICING CLAUSE
CONTAINED IN SECTION 4(b)OF THE PUR1000 INCORPORATED IN THE CONTRACT.
PRINT CONTRACTOR'S NAME: GARTNER, INC.
By: DATE:
SIGNATURE OF AUTHORIZED REPRESENTATIVE
PRINT REPRESENTATIVE'S NAME/TITLE:
STATE OF
COUNTY OF
Sworn to (or affirmed)and subscribed before me this day of , by
Signature of Notary
(Print, TWO. or StamD Commissioned Name of Notary Public)
[Check One] _ Personally Known OR _Produced the following I.D.
VENDOR NAME FEIN#
VENDOR'S AUTHORIZED REPRESENTATIVE NAME AND TITLE
ADDRESS
CITY,STATE,ZIP
PHONE NUMBER
EMAIL ADDRESS
CORPORATE SEAL(IF APPLICABLE)
Page 3 of 23
AMENDMENT I
CONTRACT RENEWAL
TO
Alternate Contract Source No.:973-501-12-ACS
IT Research&Advisory Services
This Amendment,effective as of the last date signed below,is by and between the State of Florida,
De/seaman of Management Services(Department),Division of State Purchasing(Division),an agency
of the State of Florida with offices at 4050 Esplanade Way,Tallahassee,Florida 32399-0950,and
Gartner,Inc.(Contractor),and amends the Alternate Contract Source No.973-501-12-ACS(Contract).
Department and Contractor are collectively referred to herein as the"Parties."
The parties hereto agree to amend the contract as follows:
IA CONTRACT RENEWAL
The Department hereby executes its renewal option for a one-year period pursuant to the provision of
PUR 1000,section 27.The new contract expiration date shall be April 30,2015.
2A WARRANTY OF AUTHORITY
Each person signing this Agreement warrants that be or she is duly authorized to do w and to bind the
respective party.
3.0 REPLACEMENT CONTRACT.
A replacement contract may be established for these services prior to the expiation of this renewed
contract.The replacement contact shall supersede and cause early termination of this renewed
contract number 973-501.12•ACS.
4.0 CONFLICT
To the extent any of the terms of this Amendment conflict with any other terms of the Contract,the
terms of this Amendment shall control.All other tams of the Contact,or as previously amended,
remain in full force.
State of Florida, Contractor.Gartner,Inc.
Departm- j Manag f t rvica:
�r 2)gy;t i i2 4 . 64 .,,.n
Name: .ili. .. , Name:
Director of Stall Pvehaalng& Olt.Camp Title: Chief 4' t Meer Title: , Contracts
mate: 41) ' Date: w"'/ '7Y741- -Any
Preferred Pricing Affidavit
REGARDING THE CONTRACT BETWEEN
GARTNER.INC. (THE"CONTRACTOR")
AND
THE FLORIDA DEPARTMENT OF MANAGEMENT SERVICES
CONTRACT NO.: 073-501.12-ACS DATED 06/0g12012(THE"CONTRACT")
PURSUANT TO SECTION 216.0113, FLORIDA STATUTES, THE UNDERSIGNED CONTRACTOR
HEREBY ATTESTS THAT THE CONTRACTOR COMPLIES WITH THE PREFERRED-PRICING CLAUSE
CONTAINED IN SECTION 4(b)OF THE PURI000 INCORPORATED IN THE CONTRACT.
PRINT CONTRACTOR'S NAME: GARTNER,INC.
By: DATE:
SIGNATURE OF AUTHORIZED REPRESENTATIVE
PRINT REPRESENTATIVE'S NAME/TITLE:
STATE OF
COUNTY OF
Sworrito(or affirmed)and subscribed before me this_day of , by
Signature of Notary
(Print. Type.or Stamo Commissioned Name of Notary Public)
[Check One] _Personally Known OR _Produced the following I.D.
VENDOR NAME FEIN#
VENDOR'S AUTHORIZED REPRESENTATIVE NAME AND TITLE
ADDRESS
CITY,STATE,ZIP
PHONE NUMBER
EMAIL ADDRESS
CORPORATE SEAL(IF APPLICABLE)
Page 5 of 23
ALTERNATE CONTRACT SOURCE
Under authority of
VITA Contract No.VA-120501-GARG
Between the Department and Gartner, Inc.
Department of Management Services ACS#973-501-12-ACS
IT Research &Advisory Services
THIS ALTERNATE CONTRACT SOURCE ("Alternate Contract Source') Is made and entered into
as of the date last set forth below by and between the State of Florida, Department of Management
Services ("Department")and Gartner, Inc. ("Contractor).
The Department is authorized by section 287.042(16), Florida Statutes, to evaluate contracts and,
when determined in writing to be cost-effective and in the best interest of the State of Florida, to
enter into an agreement authorizing all Eligible Users (as that phrase is defined in Rule 60A-1.005,
Florida Administrative Code)to make purchases from such contracts.
WHEREAS, the Virginia Information Technologies Agency (VITA) and the Contractor are parties to
VITA Term Contract No. VA-120501-GARG, under which all Eligible Users within the State of
Florida may purchase products or services from Contractor,and
THEREFORE, in consideration of the promises contained below and good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Upon execution of this Alternate Contract Source by both Department and Contractor, the
Department may purchase products and services under VITA Term Contract No. VA-I20501-
GARG, subject to the terms and conditions of VITA Term Contract No. VA-120501-GARG.
2. The Department acknowledges and agrees to be bound by the terms and conditions of VITA
Term Contract No. VA-120501-GARG, which are specifically Incorporated herein by reference,
except as otherwise specified In this Alternate Contract Source.
3. The Department hereby grants all Eligible Users permission to make purchases under VITA
Term Contract No. VA-120501-GARG °IT Research & Advisory Services° subject to the terms
contained in this Alternate Contract Source.
4. Changes/Additions to VITA Term Contract No. VA-120501-GARG Conditions
4a) Prices: The Price Sheet set forth at Attachment B'2012 State of Florida Price List" hereto shall
apply to this Alternate Contract Source.
The Department and Contractor agree that pricing for IT Research & Advisory Services shah be
based upon and in accordance with Gartner's then current General Services Administration (GSA)
Group 70 IT Schedule, plus one percent(1%).
For Contractor services that do not appear on GSA Schedule 70, the Department's pricing will be
based upon Gartner State and Local Government pricing, plus one percent(1%).
4b) PUR 1000 Form: The Department Purchasing Form PUR 1000 Is hereby Incorporated Into and
made part of the Alternate Contract Source as"Attachment A: If there Is a conflict between the
Page 6 of 23
terms and conditions provided in this Alternate Contract Source and the PUR 1000, the terms
provided in the Alternate Contract Source shall control.
4c) Effective Date: The Alternate Contract Source shall become effective on the last date signed
below and shall remain effective as long as VITA Term Contract No. VA-120501-GARG is in effect,
including VITA Term Contract No. VA-120501-GARG being extended and/or renewed, unless
terminated earlier pursuant to Florida law or as provided In the Alternate Contract Source or the
PUR 1000. Therefore, as Is within the control of the parties, the parties agree that the term of this
Alternate Contract Source will continue for Its stated term, whether as part of an extension or
renewal of the current Alternate Contract Source.
The Alternate Contract Source Is hereby coterminous with VITA Term Contract No. VA-120501-
GARG, IT Research&Advisory Services.
4d) Orders: In order to procure products and services hereunder, buyers shall Issue purchase
orders or use a credit card, either of which will reference this Alternate Contract Source. Buyers are
responsible for reviewing the terms and conditions of this Alternate Contract Source and VITA Term
Contract No. VA-120501-GARG referenced above. Neither the Department nor VITA are a party to
any purchase order issued hereunder.
4e)Compliance with Laws: The Contractor shall comply with all laws, rules, codes, ordinances, and
licensing requirements that are applicable to the conduct of its business, including those of federal,
Slate, and local agencies having Jurisdiction and authority. By way of non-exhaustive example,
Chapter 287 of the Florida Statutes and Chapter 60A-1 of the Florida Administrative Code govern
the Alternate Contract Source. By way of further non-exhaustive example, the Contractor shaft
comply with section 247A(e) of the Immigration and Nationalization Act, the Americans with
Disabilities Act, and all prohibitions against discrimination on the basis of race, religion, sex, creed,
national origin, handicap, marital status,or veteran's status. Violation of such laws shall be grounds
for Alternate Contract Source termination.
4f) Other Eligible Users: If any additional ordinance, rule, or other local governmental authority
requires additional contract language before an Other Eligible User can make a purchase from the
Alternate Contract Source referenced above, in lieu of this Alternate Contract Source, the Eligible
User is responsible for signing a separate Alternate Contract Source with the Contractor.
4g) Consulting Services: In accordance with section 287.056(1), Florida Statutes, slate agencies
are required to procure consulting services from existing state term contracts and any other state
term contracts established after the execution of this agreement. Other Eligible Users are
authorized under this Alternate Contract Source to purchase the hourly consulting rates listed In
Attachment B.
4111 Provisions of 287.058. Florida Statutes: The provisions of section 287.058(1X8H), Florida
Statutes, are hereby incorporated by reference.
4i) Agprooriation of Funds: The State of Florida's performance and obligation to pay under this
contract is contingent upon an annual appropriation by the Legislature. The Contractor shall comply
with section 11.062, Florida Statutes, and section 216.347, Florida Statutes, prohibiting use of funds
to lobby the Legislature, Judiciary, or State agencies.
5. Primary Contact
The primary contact for the State of Florida for this Alternate Contract Source is as follows:
Pape 7 of 23
Name: Mina Barekat, Associate Category Manager
Agency: Department of Management Services, Division of State Purchasing
Address: 4050 Esplanade Way, Suite 360,Tallahassee, FL 32399-0950
Telephone: (850)488-1985
Fax: (850)414-6122
E-mail: Mina.Barekat(Odms.MVFlorida.com
The primary contact for the Contractor for this Alternate Contract Source Is as follows:
Name: Vanessa Tyler
Company: Gartner, Inc.
Address: 3886 Longfellow Road Tallahassee, FL 32311
Telephone: 850-656-9585
Fax: 800-219-7086
E-mail: vanessa.tvlentilgartner,com6. Contract Number.
All purchase orders Issued by purchasing entities within the State of Florida shall Include
Department of Management Services ACS # 973-501-12-ACS, unless otherwise provided by
Florida Law, statute, rule or this Alternate Contract Source.The Department will not Implement any
additional restrictions on any Eligible User to purchase off this Alternate Contract Source. State
agencies will not be required to submit a PUR 7102, Alternate Contract Source form, for purchases
related to this Alternate Contract Source.
7. Contract Document:
This Alternate Contract Source, its attachment(s), and VITA Term Contract No. VA-120501-GARG,
set forth the entire Alternate Contract Source between the parties with respect to the subject matter
of this Alternate Contract Source. Terms and conditions inconsistent with, or in addition to, the
terms and conditions of this Alternate Contract Source and associated Attachments, shah not be
added to this Alternate Contract Source, by any subsequent purchase order or otherwise and any
such attempts to add or Incorporate such terms and conditions are hereby rejected. The terms and
conditions of this Alternate Contract Source and its attachments shall prevail and govern in the case
of any such inconsistent or additional terms.
8. Event of Dispute:
This Alternate Contract Source, its attachment(s), and VITA Term Contract No. VA-120501-GARG
set forth the entire understanding of the parties. In the case of an ambiguity which requires extrinsic
evidence to determine the intent of the parties, the following documents shall have priority in the
order set forth below:
The Alternate Contract Source, any attachments, and any amendments
ii. VITA Tenn Contract No.VA-120501-GARG
9. Intellectual Property:
The parties do not anticipate that any intellectual property will be developed as a result of this
Alternate Contract Source. However, any intellectual property developed as a result of this
Alternate Contract Source will belong to and be the sole property of the Eligible User. This
provision will survive the termination or expiration of the Alternate Contract Source.
10. Employment Eligibility 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 Alternate Contract Source term. Also,
Contractor shah include in related subcontracts a requirement that subcontractors performing work
Page 8 of 23
or providing services pursuant to the state Alternate Contract Source utilize the E-Verify system to
verify employment of all new employees hired by the subcontractor during the Alternate Contract
Source term.
11. 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.
12. Scrutinized Company List:
In executing this Alternate Contract Source, 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 216.473, Florida
Statutes. Pursuant to section 287.135(5), Florida Statutes, Contractor agrees the Department may
Immediately terminate this Alternate Contract Source 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 Lisl or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List
during the term of the Alternate Contract Source.
13. Electronic invoicing:
The Contractor shall supply electronic Invoices in lieu of paper-based invoices for those
transactions processed through the MFMP. Contractor agrees, upon the Department's request, to
establish electronic invoicing within ninety (90) days of written request. Electronic invoices shall be
submitted to the agency through the Ariba Supplier Network (ASN) in one of three mechanisms as
listed below:
• cXML(commerce eXtensible Markup Language)
This standard establishes the data contents required for invoicing via cXML within the context of an
electronic environment. This transaction set can be used for invoicing via the MN for catalog and
non-catalog goods and services. The cXML format is the Arfba preferred method for einvoicing.
• EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set(810)for use within the
context of an Electronic Data Interchange(EDI)environment.This transaction set can be
used for invoicing via the ASN for catalog and non-catalog goods and services.
• PO Flip via MN
The online process allows suppliers to submit invoices via the ASN for catalog and non-catalog
goods and services. Contractors have the ability to create an invoice directly from their Inbox in
their ASN account by simply "flipping" the PO Into an invoice. This option does not require any
special software or technical capabilities.
For the purposes of this section, the Contractor warrants and represents that it is authorized and
empowered to and hereby grants the State and the third party provider of MFMP, a state contractor,
the right and license to use, reproduce, transmit, distribute, and publicly display within the system
the information outlined above. In addition, the Contractor warrants and represents that It is
authorized and empowered to and hereby grants the State and the third party provider the right and
license to reproduce and display within the system the Contractor's trademarks, system marks,
logos, trade dress, or other branding designation that identifies the products made available by the
Contractor under the Alternate Contract Source.
Page 9 of 23
The Contractor will work with the MFMP management team to obtain specific requirements for the
electronic invoicing upon contract award.
14. Reporting Requirements:
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:
Job Number/ Job/agreement/order number
Invoice Number
Service Name Given name of service
Category Description of the service category
Subcategory Description of the service subcategory(if
applicable)
1 Service Additional detail for service
" Description
Customer Name State Agencies, Universities, Political Subdivisions, Other
Eligible Users
NIGP Code National Institute of Government Procurement code
}Florida Florida Commodity Code
Commodkr Code — —
UOM Unit of Measure
UOM Desc Description of unit of measure
Staff_Qty Number of staff assigned to this order/job (if applicable)
Billable Hours Number of hours completed by staff assigned to this order/job
(if applicable)
Order Date Order date
Start Date Start date of service
End D_ate End date of customer's order/job
Paynl@ntiT_ype Purchase Order, Payment Card, Other
CoritractlRate X Contracted price with state for service X
Cotitract'BIIIaWe Number of hours at rate X(if applicable)
Hours X
NegotjatedlPtice A price reached at a rate other than the contract rate
Page 10 of 23
Failure to provide quarterly and annual sales reports, including no sales, within thirty (30) calendar
days foNowing the end of each quarter(January, April, July and October) and/or contract year may
result in the Contractor being found In default and cancellation of the Alternate Contract Source 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.
15.Warrant of Authority:
Each person signing this Alternate Contract Source warrants that he or she is duly authorized to do
so and to bind the respective party.
IN WITNESS WHEREOF, the parties have executed this Alternate Contract Source as of last date
signed by the parties below.
State of Florida, Gartner, Inc.
Department of Management Services:
By: By:
Name: Name:
Title: Title:
Date: Date:
Approved as to form and legality
By:
Office of the General Counsel Date
Department of Management Services
Enclosure: Attachment A, PUR 1000 Form
Attachment B, 2012 State of Florida Price List
Page 11 of 23
Attachment A
State of Florida-PUR 1000
General Contract Conditions
Contents
1. Definitions.
2. Purchase Orders.
3. Product Version.
4. Price Changes Applicable only to Term Contracts.
5.Additional Quantities.
6. Packaging.
7. Manufacturer's Name and Approved Equivalents.
8. Inspection at Contractor's Site.
9. Safety Standards.
10. Americans with Disabilities Act.
11. Literature.
12. Transportation and Delivery.
13. Installation.
14. Risk of Loss.
15.Transaction Fee.
16. Invoicing and Payment.
17.Taxes.
18.Governmental Restrictions.
19. Lobbying and Integrity.
20. Indemnification.
21. Limitation of Liability.
22. Suspension of Work.
23.Termination for Convenience.
24. Termination for Cause.
25. Force Majeure, Notice of Delay, and No Damages for Delay.
26. Scope Changes.
27. Renewal.
28. Advertising.
29. Assignment.
30. Dispute Resolution.
31. Employees, Subcontractors,and Agents.
32. Security and Confidentiality.
33. Independent Contractor Status of Contractor.
34. Insurance Requirements.
35.Warranty of Authority.
36.Warranty of Ability to Perform.
37. Notices.
38. Leases and Installment Purchases.
39. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE).
40. Products Available from the Blind or Other Handicapped.
41. Modification of Terms.
42. Cooperative Purchasing.
43.Waiver.
44. Annual Appropriations.
45. Execution in Counterparts.
46.Severability.
Page 12 of 23
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 Alternate Contract Source 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 that will order products directly from the
Contractor under the Contract.
(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, or
other authorized means).
2. Purchase Orders.A 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 terns 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 manufacturers most recently
release model or version of the product at the time of the order, unless the Customer specifically
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 lime 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 Pricinn Offer During the Contract term, If the Customer becomes aware of better pricing
offered by the Contractor for substantially the same or a smeller quantity of a product outside the
Contract, but upon the same or shriller 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 shah be available to
all Customers. Upon approval,the Contractor shall provide conspicuous notice of the promotion.
Page 13 of 23
(d) Trade-In. Customers may trade-in equipment when making purchases from the Contract. A
trade-in shah 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 Adiustment 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 foNowing
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 avaiability 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.
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. 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 Customer's prior approval, the Contractor may
provide any product that meets or exceeds the appkcable specifications. The Contractor shall
demonstrate comparability, Including appropriate catalog materials, literature, specifications, test
data, etc.The Customer shall determine in Its sole discretion whether a product is acceptable as an
equivalent.
8. 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.
9. 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 Stale 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.
10. 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.
Page 14 of 23
11. Literature. Upon request, the Contractor shall furnish literature reasonably related to the
product offered,for example, user manuals, price schedules,catalogs,descriptive brochures,etc.
12. Transportation and Delivery. Prices shall Include aN 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 delvery delays. Evidence of
inability or Intentional delays shall be cause for Contract cancellation and Contractor suspension.
13. 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 purchase order. Contractor's authorized product and price list shall 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.
14. Risk of Loss. Matters of inspection and acceptance are addressed in s. 215.422, F.S. Unt
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 carriers 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 shah reimburse the Customer for costs and expenses
incurred in storing or effecting removal or disposition of rejected product.
15. Transaction Fee. The State of Florida has instituted MyFlorldaMarketPlace, 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 en item Is
Page 15 of 23
rejected or returned, or declined, due to the Contractor's failure to perform or comply with
specifications or requirements of the agreement.
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 aN outstanding fees.
CONTRACTORS DELINQUENT IN PAYING TRANSACTION FEES SHALL BE EXCLUDED
FROM CONDUCTING FUTURE BUSINESS WITH THE STATE.
18. Invoicing end Payment. Invoices shall contain the Contract number, purchase order number,
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 Arta Supplier Network
(MN) 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 Omits 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.
17_Taxes. The State does not pay Federal excise or sales taxes on direct purchases of tangible
personal properly. The Slate 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 on a purchase order or other special contract condition.
18. 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 shaN immediately notify the Customer in writing,
indicating the specific restriction. The Customer reserves the right end the complete discretion to
accept any such alteration or to cancel the Contract at no further expense to the Customer.
19. Lobbying and Integrity. Customers shaN 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, 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 fore 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
Page 16 of 23
Department of State(available at: htto://dlis.dos.state.fi.us/bane/aenschedules/oensched.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 shag Include, but shall not be limited to:
salaries of Investigators, Including overtime; travel and lodging expenses; and expert witness and
documentary fees. The Contractor shal not be responsible for any costs of investigations that do
not result in the Contractor's suspension or debarment.
20. Indemnification. The Contractor shah 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 sults, 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 Slate 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 sale 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 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.
21. Limitation of Liability. For all claims against the Contractor under any individual purchase
order, and regardless of the basis on which the claim is made, the Contractor's liability under a
purchase order for direct damages shell be limited to the greater of$100,000, the dollar amount of
the purchase order, or two times the charges rendered by the Contractor under the purchase order.
This limitation shall not apply to claims arising under the Indemnity paragraph contain in this
agreement.
Unless otherwise specifically enumerated In the Contract or in the purchase order, no party shall be
liable to another for special, indirect, punitive, or consequential damages, including lost data or
records (unless the purchase order requires the Contractor to 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
Page 17 of 23
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 Nabllity or other obligation
of the Contractor or Its affiliates to the State against any payments due the Contractor under any
contract with the State.
22. Suspension of Work. The Customer may In its sole discretion suspend any or all activities
under the Contract, 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 shell
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. Suspension
of work shall not entitle the Contractor to any additional compensation.
23. 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 shah not be entitled to recover any cancellation charges or lost profits.
24.Termination for Cause. The Customer may terminate the Contract if the Contractor falls 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 shah 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 shah not be liable for any excess costs for faNure 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.
25. 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 shah 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
Page 18 of 23
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, shah be asserted against the Customer. The
Contractor shad not be entitled to an increase In the Contract 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 pad 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 pad.
26. Scope 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.
21.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 shad 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.
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 saL assign or transfer any of its rights, duties or
obligations under the Contract, or under any purchase order Issued pursuant to the Contract,
withoutthe prior written consent of the Customer; provided, the Contractor assigns to the State any
and all claims it has with respect to the Contract under the antitrust laws of the United States and
the State. In the event of any assignment, the Contractor remake 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.
30. Dispute Resolution. My 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 ten (10)days from
the date of receipt, the Contractor files with the Customer a petition for administrative hearing. The
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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.
31. Employees, Subcontractors, and Agents. All Contractor employees, subcontractors, or
agents performing work under the Contract shall be properly trained technicians who meat or
exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of
technical certification or other proof of qualification. AU employees, subcontractors, or agents
performing work under the Contract must comply with all security and administrative requirements
of the Customer. The State may conduct, and the Contractor shalt 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 noncompliance 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.
32. Security and Confidentiality. The Contractor shall comply fully with all security procedures of
Me Stateand 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 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 shag 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.
33.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.
34. 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. Alt Insurance policies shall be through
insurers authorized or eligible to write policies in Florida.
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35. 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.
36. 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 wilting If its ability to perform is compromised In any manner
during the term of the Contract.
37. Notices. AN notices required under the Contract shall be delivered by certified mall, 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 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.
38. 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
267.017 of the Florida Statutes.
39. 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:lMiww.prldefl.com.
40. 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 shell 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
htn:llwww.resoectofflorlda.orq.
41. 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
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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 documentation on forms
furnished by the Contractor for approval or payment shah not constitute acceptance of the proposed
modification to terms and conditions.
42. 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. 267.042(16Xa), 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.
43.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.
44.Annual Appropriations. The State's performance and obligation to pay under this contract are
contingent upon an annual appropriation by the Legislature.
45. Execution In Counterparts. The Contract may be executed in counterparts, each of which
shall beanoriginal and all of which shall constitute but one and the same Instrument.
46. 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.
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STATE OF FLORIDA PRICING
Attachment B—2015 State of Florida Price List
May 20, 2015 through January 31,2016
Attachment B—2014 State of Florida Price Lis(
February 1, 2014 through January 31, 2015
Attachment B—2013 State of Florida Price List
February 1, 2013 through January 31, 2014
Attachment B—2012 State of Florida Price List
February 1, 2012 through January 31, 2013
V
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