Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Item C31
C.31 County of Monroe P W ;� w 1rJ� BOARD OF COUNTY COMMISSIONERS r,�� Mayor Craig Cates,District 1 The Florida Keys Mayor Pro Tem Holly Merrill Raschein,District 5 y Michelle Lincoln,District 2 James K.Scholl,District 3 Ij David Rice,District 4 County Commission Meeting February 15, 2023 Agenda Item Number: C.31 Agenda Item Summary #11721 BULK ITEM: Yes DEPARTMENT: Information Technology TIME APPROXIMATE: STAFF CONTACT: Alan MacEachern (305) 295-5110 N/A AGENDA ITEM WORDING: Approval to purchase 4 Dell XC750 servers with components included in order to replace our existing 4 servers which serve as our Hyper Converged Infrastructure (HCI) environment - including authorization for the IT Director to sign any related documentation required for this purchase. Those 4 physical servers are efficiently and securely powering 50+ virtual servers supporting all of our local compute needs (file servers, local applications, local infrastructure). The quote utilizes NASPO contract 443211500-WSCA-15-ACS competitively bid pricing. ITEM BACKGROUND: We utilize 4 highly performing servers and software from Nutanix to effectively combine those 4 servers into 1 very efficient platform from which we run almost all of the servers that we need locally in the environment—thus enabling us to use the pooled resources from these 4 servers to power more than 50 virtual servers which provide the BOCC with our required local compute capabilities. Our existing 4 servers are running out of unused capacity and this purchase will enable us to replace the 5 year old equipment with modern upgrades,providing us with the capacity we will need over the next 5 years. We will also repurpose 2 of the 4 old servers to upgrade other equipment in the environment and keep the remaining servers on hand as physical hardware backups. We are utilizing NASPO contract 443211500-WSCA-15-ACS PREVIOUS RELEVANT BOCC ACTION: Wednesday, December 13, 2017—Item D11 -Approved CONTRACT/AGREEMENT CHANGES: N/A Packet Pg. 1359 C.31 STAFF RECOMMENDATION: Approve DOCUMENTATION: Monroe County Dell Server Purchase Monroe County Dell Server Purchase - Server Details Dell NASPO Agreement 43211500-WSCA-15-ACS - Extended Dell NASPO Agreement 43211500-WSCA-15-ACS FINANCIAL IMPACT: Effective Date: February 15th, 2023 Expiration Date: Total Dollar Value of Contract: $137,000.00 Total Cost to County: $137,000.00 Current Year Portion: $137,000.00 Budgeted: Yes Source of Funds: 125-06072 CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: County Match: Insurance Required: Additional Details: 02/15/23 NEW COST CENTER ADDED $137,000.00 125-06072 REVIEWED BY: Alan MacEachern Completed 01/31/2023 1:13 PM Christine Limbert Completed 01/31/2023 3:05 PM Purchasing Completed 01/31/2023 3:16 PM Budget and Finance Completed 01/31/2023 3:28 PM Brian Bradley Completed 01/31/2023 3:31 PM Lindsey Ballard Completed 01/31/2023 3:32 PM Board of County Commissioners Pending 02/15/2023 9:00 AM Packet Pg. 1360 PEOPLE Thank you for choosing CDW. We have received your quote. WHO ,GET IT Hardware Software Services IT Solutions Brands Research Hub Review and Complete Purchase DOUG SMITH, Cn T_ Thank you for considering CDW*G for your -technology needs. The details of your quote are below. If -the CDW site. You can search for your quote to retrieve and -transfer back into your system for processing. U) CU For all other customers, click below to convert your quote to an order. 0 U 11i N1111111 111191111ill T1111i III, ii �11111 111,,,211611111 111�III,,,, iill miii� CL 0 QUOTE# QUOTE DATE QUOTE REFERENCE CUSTOMER# GRAND TOTAL W 0 NDWK274 1/13/2023 DELL XC750 7276830 $137,000.00 QUOTE DETAILS --------------------l`--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ITEM QTY CDW# UNIT PRICE EXT. PRICE 4 7281709 $34,250.00 $137,000.00 U) M Mfg. Part#: 3000139683461 Dell XC750 De Naspo Contract Number CL 43211500-WSCA-15-ACS 0 Contract: 0 L_ SUBTOTAL $137,000.00 CL CL SHIPPING $0.00 SALES TAX $0.00 U) M GIRA114113111"0111"All $137,000.00 PURCHASER BILLING INFO DELIVER TO CL Billing Address: Shipping Address: MONROE COUNTY INFORMATION TECH MONROE COUNTY INFORMATION TECH ACCOUNTS PAYABLE DOUG SMITH 1200 TRUMAN AVE STE 211 1200 TRUMAN AVE STE 211 KEY WEST, FL 33040-7270 KEY WEST, FL 33040-7270 Phone: (305) 295-5110 Phone: (305) 295-5110 Payment Terms: Net 30 Days-Govt State/Local Shipping Method DROP SHIP-GROUND Please remit payments to: 0 CDW Government L) 75 Remittance Drive 0 Suite 1515 0 Chicago,IL 60675-1515 0 2 4i (wo "*) Sales Contact Iffo E A are Torres � (877) 500-3403 yantoi,,'�11',, Packet Pg. 1361 C.31.a Bleed Help? My Account Support Call 800.800.4239 About Us I Privacy Policy I Terms and Conditions This order is subject to CDW's Terms and Conditions of Sales and Service Projects at For more information,contact a CDW account manager U ® 2023 CDW-G LLC, 200 N. Milwaukee Avenue,Vernon hills,11160061 800.808.4239 sU 4- 0 C3 0) U sg CL 0) 0 U) sU CL 0 0 CL CL 0) U) sU CL LO 0) 0 C3 0) 0 0 E U Page 2 of 2 Packet Pg. 1362 :t i= J O 60 U c = o4 > m m 0 0 O = m w w N w n n m O v 'D x > w a v In x - O l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 l7 on c v 0 0 on po v c c CIO v cu a o m u o E o v o n x E on `o ~ -c 0 w bD c v -o v c m Ew z u ° 4 o (u °V' E E `o ^ ° l7 w w o O v E V on '� M 6n v .v. °: 3 -o on o E c ¢ a` c o ° > 3 z ^� °Do '° O Z m X f0 0 ~ �°� D v '� i ai ai ai -a m 'o v E V .L Z - a O Z u ° u 0 c ° >_ .>_ .>_ o v o 0 v Z c m n o o z Y w v ° v > v o 0 0 �° o 0 0 0 c v v t y '� O Y 3 o 0 0_ O u ¢ 7 - o_ 2 0 0 ° o aE w aE 0 0 -2 -o -2 -O c 3 3 ° o v a ° o o E c ¢ w a v > s o ¢ ¢ m m m o m o o v E v o v o rm p w m , l7 0 = H u a ¢ a 2 2 w w m = _ = m ¢ w a a a 2 w O ¢ m m CJ a l7 U u O a` m of u x w v `o u o E ^ m u Z x u u � 0 w N O a` o 0 m a m 7 oQj .� E z a o_ 0 0 o 0 a . x v a v L Z N o � O � N N m N wow wuu�mm y T N m O m N c J N \ N N N W c N N O .O w o o IIIUVIIUVII � � v voil 2 2 ® \ \ ± / ) 45¥ ) ) G@eeeeeeea. & 0 CL ! / c - : ) : / (u 2 - - [ 0E \ \ / / ^§ \ g \ 0 > E ® E - Q / k e% § ! E » : & , _ - \ / / % ƒ \ / / ± } 0 0 V T C a .-1 .-1 .-1 .-1 .-1 .-1 .-1 .-1 .-1 .-1 .-1 .-1 .-1 .-1 N T O m U W p Q m O n � m � w vNi 0 N > °� m lco 7 p vwi l~7 O vYi Y > v�i XU >U w p p p p m X Q l7 m m Q Q w l7 u Q 3 N vl N m m p = m CC) W m Q uN um u um m m m m m m Q m Q Q Q Q m Q Q Q Q m m Q a m m m m Q m p m m m m Ol Ol Ol Ol Ol O C .-� .-� 00 00 N 0 0 0 0 V1 O O O O C O O O N O Ol V1 N V1 m m 0 Ol Ol n N m tD N m m .-� I, n n w O C O O O w O V1 V1 m m N w .-� V1 w O V1 I, n Y m m m m m N tLn D v m m m v m m m I, v m v v v m w I, v v m m m v V1 m v m m m C. a. a t v t N � � U N N m C C p w m m a a p p v p p p boo ^� O 0 a Q m � O ~ ~ O .v vl > S S m p N m p = a O E v `o O > (U z m x Q V V > c X f U U p > p O O - N O -0 O a ww 00 00 3 3 Q p ¢ v a. p 00 O On > v 3 z x r0 r0 + p ry l~7 ll-7 y Q v o °�° �, a ° 7. x > a E x v ° ° 0 � �- c c � � p - w > •-' •-' v v in o in c in o 'u= v 0°0 23 N N a Y p N N - 3 W r., N N 0 } Q N N M N Lf1 m Lf1 a a lD O m Q N ~ Z > \ `� `-1 O m X a N O" �-a. C 0. "V6 "6 a t OZ OJ + '.c 3 X ... v o o -2 -o v v rv ° a o .� p o x x LL N 3 c V ° on Q c O C O X E ° p = O "6 N C 0 U 3 -6 M 0 0 On v v v p O W m n n v v x N o x v O c 3 a E w E ,,�_, > > a o_ N = U Q Q Q O_ V W x r0 a o m a - n r c c o 0 0 v ° v 'n p o .3 in in N O o a " Q Q m o r0 On p ` °- v i0 ° V a v Q s M '^ ^ © © v p �n �n v o E b o v v E r0 c V °- _ .-. m c X ,n i0 .�71 c c o m p -o v p p m o a .°D c O p p v w v O a (u (u c f0 Q Q ° in in r0 in .-� c p w rri o .`-o " Y v v m p 5 .x o x x c E n v M ry M E v ° v m m m m a m m m a m N O1 N 00 u cr = 00 N p > m W O p v 00 D N m 00 00 CC) m O v = m m Q Q m m o °� wD w O O m N C m O N I� V1 m N w w m lD O C in �o m v m m o0 0o v bn a v in ry N O > Y U 1 O c p m v E bin u O cr v bD C U S V N cN 0 C C (U bD V a Q C Q O Y U Q LcN G N C c V n V O Q bD Co (u X bD t . N (uLu U O p E O vl U — " O ❑ C N = U O w 'o p o 0 0 0 , a-� v � p U v v p X Oi > v 5 W W v a a DocuSign Envelope ID: E67DFE4A-3D08-4D36-8BE7-8281 BA1 D9219 C.31.c Department of ANAGE U SERVICES (n We serve those who serve Florida 4- CONTRACT AMENDMENT NO.: 4 Contract No.: 43211500-WSCA-15-ACS U Contract Name: Computer Equipment, Peripherals, and Services U This Contract Amendment to Contract No. 43211500-WSCA-15-ACS is made by the State of Florida, Department of Management Services ("Department") and Dell Marketing L.P. 0 ("Contractor"), with its principal place of business located at One Dell Way, Mailstop RR1-33 Legal, Roundrock, Texas 86682, collectively referred to herein as the "Parties." WHEREAS, the Parties entered into Contract No. 43211500-WSCA-15-ACS, on August 15, 2015, for the provision of Computer Equipment, Peripherals, and Services; WHEREAS, the Parties agreed that the ACS may be amended by mutual agreement as provided in Section 42, Modification of Terms, of the PUR 1000 incorporated into the ACS; c 0 WHEREAS, the Parties agree to renew the Contract, pursuant to Section 26, Renewal, of the PUR 1000; WHEREAS, the ACS was subsequently renewed through July 31, 2022; WHEREAS, the State of Minnesota NASPO Master Agreement No. MNWNC-108 term was amended to reflect a new Master Agreement expiration date of February 28, 2023; and WHEREAS the Secretary has reevaluated the Master Agreement and determined that use of the Master Agreement remains cost-effective and the best value to the state. , LO ACCORDINGLY, and in consideration of the mutual promises contained in the Contract documents, the Parties agree as follows: I. Contract Renewal. The Contract is renewed for a period of seven (7) months, pursuant to the , It- same terms and conditions except as amended herein, with a new Contract expiration date of It- N February 28, 2023. II. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the Contract, the terms of this Amendment shall control. III. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect. This Amendment is effective when signed by both Parties. IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives. c� Rev. 9/7/21 Packet Pg. 1367 DocuSign Envelope ID: E67DFE4A-3D08-4D36-8BE7-8281 BA1 D9219 C.31.c Department of ANAGE U SERVICES (n We serve those who serve Florida 4- CONTRACT AMENDMENT NO.: 4 Contract No.: 43211500-WSCA-15-ACS U Contract Name: Computer Equipment, Peripherals, and Services 0 State of Florida: Contractor: Department of Management Services Dell Marketing L.P. DocuSigned by: By: By: U Name: J. Todd Inman Name: Carina Clifford Title: Secretary Title: Contract Administrator 0 Date: Date:6/30/2022 9:31 AM EDT 0 CL CL x U LO U LO cN M CL c� Rev. 9/7/21 Packet Pg. 1368 DocuSign Envelope ID: DOA3FD6D-1 6AB-4C30-9C26-241679BACE1 1 C.31.c Department of MANAGEMENT SERVICES c� We serve those who serve Florida CONTRACT AMENDMENT NO.: 4 Contract No.: 43211500-WSCA-15-ACS U Contract Name: Computer Equipment, Peripherals, and Services 0 State of Florida: Contractor: Department of Management Services Dell Marketing L.P. LD,ocuSigned by: rcm. DocuSigned by: Name: Pedro Allende Name: Carina Clifford Title: Secretary Title: Contract Administrator 0 Date: 7/26/2022 9:35 AM EDT Date:6/30/202 2 9:31 AM EDT 0 CL CL x U LO U LO cN M CL c� Rev. 9/7/21 Packet Pg. 1369 C.31.d PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNWNC-108 c� Dell Marketing, L.P. U) CU And 9 The State of Florida 0 U Alternate Contract Source No. 43211500-WSCA-15-ACS CL Page 1 of 9 0 1. Scope:The State of Minnesota, Department of Administration, Materials Management Division publicly conducted a Request for Proposal on behalf of the State of Minnesota and the National Association of State Procurement Officials Cooperative Procurement Program (NASPO ValuePoint) resulting in Master Agreement number MNWNC-108. The Master Agreement led by the State of Minnesota along with a multi-state sourcing team, was created for use by state agencies and other entities that are authorized CU by that state's statutes to utilize cooperative agreements, upon written approval of the State's chief procurement official. CL The Master Agreement for computer equipment (desktops, laptops,tablets servers and storage o 76 and ruggedized devices, including related peripherals&services) identifies the product bands awarded to the Contractor. CL CL This Participating Addendum (Addendum) is made and entered into as of the Effective Date by and < between the State of Florida (Participating State) and Dell Marketing, L.P. (Contractor). This Addendum LO cO allows for purchase of computer equipment from the Master Agreement. This Addendum shall not LO diminish, change, or impact the rights of the Lead State with regard to the Lead State's contractual relationship with the Contractor under the terms of the Master Agreement. U LO 2. Participation: Use of specific NASPO ValuePoint cooperative agreements by eligible users authorized by a Participating State's statutes are subject to the prior approval of the respective State Chief LO Procurement Officer. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Officer. 3. Order of Precedence: In the event of a conflict,the following documents shall have priority in the order set forth below: a. This Participating Addendum b. Exhibit 2, PUR 1000 CL LO c. Exhibit 1, Minnesota NASPO ValuePoint Master Agreement No. MNWNC-108. 4. Participating State Modifications or Additions to Master Agreement: A. Upon execution of this Addendum, all eligible users may purchase products and services under contract using the Florida alternate contract source number 43211500-WSCA-I5-ACS. c� Packet Pg. 1370 C.31.d PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNWNC-108 c� Dell Marketing, L.P. U) CU And 9 The State of Florida 0 t3 Alternate Contract Source No. 43211500-WSCA-15-ACS CL Page 2 of 9 0 Eligible users acknowledge and agree to be bound by the terms and conditions of the Master Agreement except as otherwise specified in this Addendum. 1. The following are modifications to the Master Agreement: U) CU a. PUR 1000 Form:, General Contract Conditions, is attached hereto and incorporated herein as Exhibit 2. CL b. Discriminatory Vendors. A vendor placed on the discriminatory vendor list pursuant to 0 section 287.134 of the Florida Statutes may not be awarded or perform work as a 76 contractor, supplier, sub-contractor, or consultant under a contract with any public entity; or transact business with any public entity. CL CL c. Effective Date:This Addendum shall become effective on the last date signed below and < is coterminous with Exhibit 1, unless terminated earlier by the Participating State. cLO O d. Vendor Registration and Transaction Fees: In order to complete any transaction LO between an eligible user and the Contractor, the Contractor must be registered with the Department of State, Division of Corporations (www.sunbiz.org) and in MyFloridaMarketPlace. Section 287.042(1)(h), Florida Statutes, and Rule 60A-1.031, Florida Administrative Code, is hereby incorporated by reference. All transactions are subject to a transaction fee pursuant to the rule. ,0 e. Purchases: In order to procure products and services hereunder, eligible users shall issue purchase orders or use a purchasing card which shall reference Florida alternate contract source number 43211500-WSCA-I5-ACS. Eligible users are responsible for reviewing the terms and conditions of this Addendum including all Exhibits. f. Compliance with Laws:The Contractor shall comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its 0' business, including those of federal, State, and local agencies having jurisdiction and CL authority. By way of non-exhaustive example, Chapter 287 of the Florida Statutes and LO Rule 60A-1 of the Florida Administrative Code govern this Addendum. By way of further non-exhaustive example, the Contractor shall comply with section 274A 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 0 origin, handicap, marital status, or veteran's status. Violation of any laws, rules, codes, c� Packet Pg. 1371 C.31.d PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNWNC-108 c� Dell Marketing, L.P. U) CU And 9 The State of Florida 0 t3 Alternate Contract Source No. 43211500-WSCA-I5-ACS CL Page 3 of 9 0 ordinances, or licensing requirements shall be grounds for termination or nonrenewal of this Addendum. g. Additional Eligible User Terms: If any additional ordinance, rule, or other local governmental authority requires additional contract language before an eligible user can make a purchase under this Addendum,the eligible user is responsible for entering CU a separate agreement with the Contractor and capturing that additional contract language therein. CL h. Provisions of section 287.058, Florida Statutes:The provisions of section 287.058(1)(a)- o (c) and (g), Florida Statutes, are hereby incorporated by reference. 76 i. Public Records:The Contractor shall allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with this CL CL Addendum, unless the records are exempt from section 24(a) of Article I of the State < Constitution or subsection 119.07(1), Florida Statutes. The Participating State may LO U unilaterally terminate this Addendum if the Contractor refuses to allow public access as LO required in this section. If, under this Addendum, the Contractor is providing services and is acting on behalf of the public agency as provided under subsection 119.011(2), Florida Statutes, the Contractor must: (1) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. , (2) Provide the public with access to public records on the same terms and conditions that the public agency 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. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. CL (4) Meet all requirements for retaining public records and transfer, at no cost, to the LO public agency all public records in possession of the Contractor upon termination of this Addendum and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to public agency in a format that is compatible with the information technology systems of the public agency c� Packet Pg. 1372 C.31.d PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNWNC-108 c� Dell Marketing, L.P. U) CU And 9 The State of Florida 0 t3 Alternate Contract Source No. 43211500-WSCA-I5-ACS CL Page 4 of 9 0 j. The State of Florida's performance and obligation to pay under this Addendum is contingent upon an annual appropriation by the Legislature.The vendor shall comply with section 11.062, Florida Statutes and section 216.347, Florida Statutes, prohibiting use of funds to lobby the Legislature,Judicial, or state agencies. U) CU B. Contract Document:This Addendum and its Exhibits set forth the entire agreement between the parties with respect to the subject matter of the contract. CL C. Intellectual Property:The parties do not anticipate that any intellectual property will beCU developed as a result of this Addendum. However, any intellectual property developed as a result of this Addendum will belong to and be the sole property of the Participating State.This CL CL provision will survive the termination or expiration of the contract. < LO D. Employment Eligibility Verification: Pursuant to State of Florida Executive Orders Nos.: 11-02 t3 LO 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 require resellers/partners performing work or providing services under this Addendum to utilize the E-Verify system to verify employment of all new employees hired by the reseller/partner during the Addendum term. , N E. Price List/Preferred Price: The Contractor's price list will be the same as the WSCA-NASPO price list, and the Department will post a link on the Department's website to the price list posted on the WSCA-NASPO website. Contractors are encouraged to provide special pricing and/or tiered discount rates applicable to State of Florida Eligible Users wherever possible. Paragraph 4(b) of the PUR1000 is not applicable. CL F. Scrutinized Company List: In executing this Addendum, 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 subsection 287.135(5), Florida Statutes, Contractor agrees the Participating State may immediately terminate this Addendum for cause if the Contractor is found to have submitted a false certification or if Contractor is placed on the Scrutinized c� Packet Pg. 1373 C.31.d PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNWNC-108 c� Dell Marketing, L.P. U) CU And 9 The State of Florida 0 U Alternate Contract Source No. 43211500-WSCA-I5-ACS CL Page 5 of 9 0 Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List during the term of the Addendum. G. Orders: Any Order placed by eligible users for a product and/or service available from the Master Agreement shall be deemed to be a sale under and governed by the prices and other CU terms and conditions of the Master Agreement and this Addendum. CL 1. The Contractor agrees to meet the following requirements: o a. Provide appropriate contact information for eligible users to use for product and/or 76 service inquiries and purchases, as well as,the most up-to-date product/service offering LM the Contractor is authorized to provide in accordance with the Master Agreement; and CL CL b. If orders are to be sent to resellers/partners for fulfillment then the Contractor is < responsible for providing and updating this list of authorized resellers/partners for use LO Uto the Participating State/Entity. LO 2. Contractor must be able to accept purchase orders via fax, e-mail, or cXML as identified in H.1 below. H. Electronic Invoicing:The Contractor shall supply electronic invoices in lieu of paper-based , invoices for those transactions processed through the MyFloridaMarketPlace (MFMP)within ninety(90) days from Addendum effective date. Electronic invoices shall be submitted to the agency through the Ariba Network (AN) in one of three mechanisms as listed below: 1. cXML(commerce eXtensible Markup Language) This standard establishes the data contents required for invoicing via cXML within the context of an electronic environment.This transaction set can be used for invoicing via the CL AN for catalog and non-catalog goods and services.The cXML format is the Ariba preferred method for e-Invoicing. 2. EDI (Electronic Data Interchange) This standard establishes the data contents of the Invoice Transaction Set (810) for use within the context of an Electronic Data Interchange (EDI) environment.This transaction set can be used for invoicing via the AN for catalog and non-catalog goods and services. E U Packet Pg. 1374 C.31.d PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNWNC-108 c� Dell Marketing, L.P. U) CU And 9 The State of Florida 0 t3 Alternate Contract Source No. 43211500-WSCA-I5-ACS CL Page 6 of 9 0 3. PO Flip via AN The online process allows Contractors to submit invoices via the AN for catalog and non- catalog goods and services. Contractors have the ability to create an invoice directly from their Inbox in their AN account by simply"flipping" the PO into an invoice.This option does not require any special software or technical capabilities. CU c� For the purposes of this section,the Contractor warrants and represents that it is authorized and CL empowered to and hereby grants the State and the third party provider of MFMP, a state o 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 CL CL 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 cLO O products made available by the Contractor under the contract. LO The Contractor will work with the MFMP management team to obtain specific requirements for the electronic invoicing if needed. I. Contract Quarterly Reports:The Contractor shall submit a Quarterly Report in the required , format electronically to the Participating State/Entity within 30 days of the end of the quarter. The Participating State/Entity reserves the right to require the Contractor to provide additional reports within 30 days written notice. Failure to provide the Quarterly Report or other reports requested by the Participating State/Entity may result in the Contractor being found in default and may result in termination of this Addendum. Sales will be reviewed on a quarterly basis. Should no sales be recorded in two consecutive CL contract quarters, the Participating State/Entity may terminate this Addendum. LO J. Business Review Meetings:The Participating State/Entity reserves the right to schedule business review meetings as frequently as necessary.The Participating State/Entity will provide the format for the Contractor's agenda. Prior to the meeting, the Contractor shall submit the completed agenda to the Participating State/Entity for review and acceptance.The Contractor c� Packet Pg. 1375 C.31.d PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNWNC-108 c� Dell Marketing, L.P. U) CU And 9 The State of Florida 0 U Alternate Contract Source No. 43211500-WSCA-I5-ACS CL Page 7 of 9 0 shall address the agenda items and any of the Participating State/Entity's additional concerns at the meeting. Failure to comply with this section may result in the Contractor being found in default and Addendum termination. K. Commitment to Diversity in Government Contracting:The State of Florida is committed to CU supporting its diverse business industry and population through ensuring participation by minority-,women-, wartime-, and service-disabled veteran business enterprises in the economic CL life of the State.The State of Florida Mentor Protege Program connects minority-, women-, o wartime-, and service-disabled veteran business enterprises with private corporations for 76 business development mentoring. We strongly encourage firms doing business with the State of LM Florida to consider this initiative. For more information on the Mentor Protege Program, please CL CL contact the Office of Supplier Diversity at (850)487-0915 or osdhelp@dms.myflofida.com. < LO Upon request, the Contractor shall report to the Office of Supplier Diversity spend with certified U LO and other minority business enterprises.These reports will include the period covered,the name, minority code and Federal Employer Identification Number of each minority vendor utilized during the period. Commodities and services provided by the minority business enterprise, and the amount paid to each minority vendor on behalf of each purchasing agency ordering under the terms of this Addendum. , N L. Resellers/Partners:The Contractor may use resellers/partners in order to provide computer equipment and services. All resellers/partners shall be the direct responsibility of the Contractor.The Contractor is responsible for all liability, terms and conditions within Master E Agreement and this Addendum.The Contractors resellers/partners' participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement and this Addendum. If a reseller/partner is authorized to conduct business on behalf of the CL Contractor and the reseller/partner is to receive compensation from the Contractor for its LO services, then any dispute between the Contractor and the reseller/partner shall be resolved between the Contractor and the reseller/partner.The State of Florida is not a party to any agreement entered into between the Contractor and its resellers/partners.The Contractor shall be responsible to report all contract sales (and pay any associated MFMP transaction fees), c� Packet Pg. 1376 C.31.d PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNWNC-108 c� Dell Marketing, L.P. U) CU And 9 The State of Florida 0 U Alternate Contract Source No. 43211500-WSCA-I5-ACS CL Page 8 of 9 0 including those of any such resellers/partners and shall ensure that all such resellers/partners meet the following requirements: • Have an ACTIVE Registration with the Florida Department of State, Division of Corporations (www.sunbiz.org) U) CU • Registered in the MFMP Vendor Information Portal (https://vendor.myfloridamarketplace.com) CL • Not be on the State of Florida's Convicted, Suspended, or Discriminatory lists 0 http://www.dms.myflorida.com/business operations/State purchasing/vendor informatio 76 n/convicted suspended discriminatory complaints vendor lists CL • Have a copy of e-Verify Status on file CL • Have a current W-9 filed with the Florida Department of Financial Services (https://flvendor.myfloridacfo.com) M. Primary Contacts: The primary government contact individuals for this Addendum are as LO follows (or their named successors): U Contractor Name Diane Wigington LO Address Dell Marketing, L.P. One Dell Way, Mailstop 8707, Round Rock,TX 78682 Telephone 512-728-4805 E-mail Diane Wigington@dell.com Participating Entity Name Jerilyn Bailey CL LO Address Florida Department of Management Services 4050 Esplanade Way, Suite 360,Tallahassee, FL 32399-0950 Telephone 850-921-4072 E-mail jerilyn.bailey@dms.myflorida.com c� Packet Pg. 1377 C.31.d PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNWNC-108 c� Dell Marketing, L.P. U) And The State of Florida Dell Contract Code WN08AGW o t3 Alternate Contract Source No.43211500-WSCA-15-ACS CL Page 11of11 0 Participating State: Contractor: Florida A Dell Marketing LP By: By: Name: ,.._ , Name: � Lauren D. Newberry Title: Title: Contracts Consultant CL 0 Date: Date: 8/14/2015 0 CL CL Florida Chie/krocurem nt Officer: U LO VY 4eli Name: U Roz Ingram Title: Director of State Purchasing and ` Chief Procu eme t Officer N Date: WN/6 Please email fully executed PDF copy of this document to PEA a�naspovaluepoint.ore to support documentation of participation and posting in appropriate data bases. CL c� Packet Pg. 1378 C.31.d PARTICIPATING ADDENDUM to the NASPO ValuePoint Cooperative Procurement Program COMPUTER EQUIPMENT MASTER AGREEMENT Administered by the State of Minnesota Master Agreement No: MNWNC-108 c� Dell Marketing, L.P. U) CU And 9 The State of Florida 0 t3 Alternate Contract Source No. 43211500-WSCA-I5-ACS CL Page 9 of 9 0 N. Warrant of Authority: Each person signing this Addendum warrants that he or she is duly authorized to do so and to bind the respective party. 7. Terms. The Participating State is agreeing to the terms of the Master Agreement only to the extent the terms are not in conflict with applicable law. U) CU IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by Contractor below. CL 0 Participating State: Contractor: Florida {insert Vendor Name [1erej CL By: By: CL Name: Name: LO Title: Title: t3 Date: Date: LO Florida's Chief Procurement Officer: By: Name: Roz Ingram Title: CL Director of State Purchasing and Chief Procurement Officer Date: Please email fully executed PDF copy of this document to PA naspovaluepoint.or to support EE documentation of participation and posting in appropriate data bases. Packet Pg. 1379 C.31.d State of Florida PUR 1000 General Contract Conditions Contents c� 1. Definitions. U) 2. Purchase Orders. 4- 3. Product Version. 4. Price Changes Applicable only to Term Contracts. 5. Additional Quantities. U 6. Packaging. c� 7. Inspection at Contractor's Site. C 8. Safety Standards. 0 9. Americans with Disabilities Act. 10. Literature. 0 11. Transportation and Delivery. 12. Installation. 13. Risk of Loss. 14. Transaction Fee. c� 15. Invoicing and Payment. 16. Taxes. 0 17. Governmental Restrictions. 18. Lobbying and Integrity. 0 19. Indemnification. 20. Limitation of Liability. 21. Suspension of Work. 22. Termination for Convenience. I 23. Termination for Cause. T- 24. Force Majeure, Notice of Delay, and No Damages for Delay. 25. Changes. 26. Renewal. 27. Purchase Order Duration. Ul) T- 28. Advertising. N 29. Assignment. 30. Antitrust Assignment 31. Dispute Resolution. E 32. Employees, Subcontractors, and Agents. 2 33. Security and Confidentiality. 34. Contractor Employees, Subcontractors, and Other Agents. 35. Insurance Requirements. 36. Warranty of Authority. 37. Warranty of Ability to Perform. 38. Notices. 39. Leases and Installment Purchases. 40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). PUR 1000 (10/06) Page 1 of 14 60A-1.002, F.A.C. Packet Pg. 1380 C.31.d 41. Products Available from the Blind or Other Handicapped. 42. Modification of Terms. 43. Cooperative Purchasing. 44. Waiver. 45. Annual Appropriations. 46. Execution in Counterparts. 47. Severability. U) CU 4- 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: 0 a� c� (a) "Contract" means the legally enforceable agreement that results from a successful CL solicitation. The parties to the Contract will be the Customer and Contractor. 0 (b) "Customer" means the State agency or other entity identified in a contract as the parry to �? receive commodities or contractual services pursuant to a contract or that orders a� commodities or contractual services via purchase order or other contractual instrument LO 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. CU c� (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 0. the Contract (e.g., a formal written purchase order, electronic purchase order d procurement card, contract or other authorized means). LO U 2. Purchase Orders. In contracts where commodities or services are ordered by the Customer I It- 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 U 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 Q between the Contract terms and the terms stated on the Contractor's order form, It- 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. 0 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 requests in writing an earlier model or version and the contractor is willing to a provide such model or version. E c� PUR 1000 (10/06) Page 2 of 14 60A-1.002, F.A.C. Packet Pg. 1381 C.31.d 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. U) CU (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 0 the discretion of the Customer the price under the Contract shall be immediately reduced to the lower price. a� (c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term 0 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 LO of the promotion, (2) products involved, and (3) promotional prices compared to then- authorized prices. Promotional prices shall be available to all Customers. Upon CU approval, the Contractor shall provide conspicuous notice of the promotion. (d) Trade-In. Customers may trade-in equipment when making purchases from the Contract. 0 A trade-in shall be negotiated between the Customer and the Contractor. Customers are CU obligated to actively seek current fair market value when trading equipment, and to keep CL accurate records of the process. For State agencies, it may be necessary to provide C. d documentation to the Department of Financial Services and to the agency property custodian pursuant to Chapter 273, F.S. U LO It- (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 U 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 Q Contractor's control, (2) the volatility affects the marketplace or industry, not just the It- 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 0 amount shown on the solicitation but not to exceed the threshold for Category Two at the prices submitted in the response to the solicitation. a� 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 E c� PUR 1000 (10/06) Page 3 of 14 60A-1.002, F.A.C. Packet Pg. 1382 C.31.d 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. U) CU 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 0 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 0 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. CU c� 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, d etc. U 11. Transportation and Delivery. Prices shall include all charges for packing, handling I It- 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 U 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 Q cancellation and Contractor suspension. c� It- 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 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 0 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. a 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 �E c� PUR 1000 (10/06) Page 4 of 14 60A-1.002, F.A.C. Packet Pg. 1383 C.31.d 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 CU 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; 0 and provide the Contractor with a copy of the carrier's Bill of Lading and damage inspection 0 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, 0 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. n 14. Transaction Fee. The State of Florida has instituted MyFloridaMarketPlace, a statewide CU 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. 0 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, U Contractor certifies their correctness. All such reports and payments shall be subject to audit 15 by the State or its designee. U 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- It- 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. a� 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 0 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 �E c� PUR 1000 (10/06) Page 5 of 14 60A-1.002, F.A.C. Packet Pg. 1384 C.31.d 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, CU cXML, or web-based invoice entry within the ASN. a� Payment shall be made in accordance with sections 215.422 and 287.0585 of the Florida 0 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 0 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. a� 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 CU 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 d performance of the products offered under the Contract, the Contractor shall immediately W notify the Customer in writing, indicating the specific restriction. The Customer reserves the U right and the complete discretion to accept any such alteration or to cancel the Contract at no I further expense to the Customer. U 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, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit It- 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, 0 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 a 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 E c� PUR 1000 (10/06) Page 6 of 14 60A-1.002, F.A.C. Packet Pg. 1385 a Contract or (2) the period required by the General Records Schedules maintained by the Florida Department of State (available at: htti):Hdos.myflorida.com/library-archives/records- m anagem ent/general-record s-schedules/). 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 CU documentary fees. The Contractor shall not be responsible for any costs of investigations that do not result in the Contractor's suspension or debarment. 0 LM 0 U 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 0 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 LO damages proximately caused by the negligent act or omission of the State or a Customer. U) CU .a 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, 0- 0 including attorneys' fees, arising from or relating to violation or infringement of a trademark, -ra copyright, patent, trade secret or intellectual property right, provided, however, that the > 0 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 LO infringement suit, or in the Contractor's opinion is likely to become the subject of such a suit, U the Contractor may at its sole expense procure for the Customer the right to continue using I LO It- 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 U LO Contractor shall remove the product and refund the Customer the amounts paid in excess of a Q reasonable rental for past use. The customer shall not be liable for any royalties. Q LO It- It- N 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 E 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 0 0- written consent, which shall not be unreasonably withheld. M Z 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 E PUR 1000 (10/06) Page 7 of 14 60A-1.002, F.A.C. I Packet Pg. 1386 C.31.d 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 parry shall be liable for lost profits, lost revenue, or lost institutional operating savings. The State CU 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 0 necessary to satisfy any claim for damages,penalties, costs and the like asserted by or against 0 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. CL 21. Suspension of Work. The Customer may in its sole discretion suspend any or all activities 0 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 LO 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 CU 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 0 shall not entitle the Contractor to any additional compensation. 0 CL 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 U product after it receives the notice of termination, except as necessary to complete the I continued portion of the Contract, if any. The Contractor shall not be entitled to recover any cancellation charges or lost profits. U 23. Termination for Cause. The Customer may terminate the Contract if the Contractor fails to LO (1) deliver the product within the time specified in the Contract or any extension, (2) It- 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 0 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 a 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 E c� PUR 1000 (10/06) Page 8 of 14 60A-1.002, F.A.C. Packet Pg. 1387 C.31.d 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 U) 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 0 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 CL (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 0 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 CU the Customer. The Contractor shall 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 0- 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 U Customer may (1) accept allocated performance or deliveries from the Contractor, provided I 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 U 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) Q terminate the Contract in whole or in part. V- c� 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 0 unreasonably withheld. If unusual quantity requirements arise, the Customer may solicit separate bids to satisfy them. a� 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 E c� PUR 1000 (10/06) Page 9 of 14 60A-1.002, F.A.C. Packet Pg. 1388 C.31.d 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 U) shall be considered void. Purchase orders for a one-time delivery of commodities or performance of contractual 0 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. 0 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 LO 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 U services shall not exceed the expiration of the state term or agency contract by more than I It- 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 U LO shall govern the maximum duration of purchase orders reflecting such pricing plans and renewals. LO It- It- 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. a� 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_ d 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 a 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 E c� PUR 1000 (10/06) Page 10 of 14 60A-1.002, F.A.C. Packet Pg. 1389 C.31.d 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 U) 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. 0 U c� 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 0 all claims for such overcharges as to goods, materials or services purchased in connection with the Contract. LO a� 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 CU 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 0. 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. LO U Without limiting the foregoing, the exclusive venue of any legal or equitable action that I It- 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 U trial. LO 32. Employees, Subcontractors, and Agents. All Contractor employees, subcontractors, or It- 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 0 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 E c� PUR 1000 (10/06) Page 11 of 14 60A-1.002, F.A.C. Packet Pg. 1390 C.31.d 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 performing Contract work, including, but not limited to, security CU 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 0 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 0 survive the Contract. �? a� 34. Contractor Employees, Subcontractors, and Other Agents. The Customer and the State n 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 CU limited to, ensuring that Contractor's employees, subcontractors, and other agents receive benefits and necessary insurance (health, workers' compensations, and unemployment) from 0- 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 U certificate of insurance. The limits of coverage under each policy maintained by the Contractor I 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. U 36. Warranty of Authority. Each person signing the Contract warrants that he or she is duly LO authorized to do so and to bind the respective parry to the Contract. N M le 37. Warranty of Ability to Perform. The Contractor warrants that, to the best of its a knowledge, there is no pending or threatened action, proceeding, or investigation, or any 0 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 0 287.133 of the Florida Statutes, or on any similar list maintained by any other state or the M 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 E c� PUR 1000 (10/06) Page 12 of 14 60A-1.002, F.A.C. Packet Pg. 1391 C.31.d 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. 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 U) LM by section 287.017 of the Florida Statutes. a� 40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section 0 946.515(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 0 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 W concerned." Additional information about PRIDE and the products it offers is available at http://www.pridefl.com. c� 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 CL qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same C. procedures set forth in section 413.036(1) and (2), Florida Statutes; and for purposes of this LO contract the person, firm, or other business entity carrying out the provisions of this contract U shall be deemed to be substituted for the State agency insofar as dealings with such qualified I nonprofit agency are concerned." Additional information about the designated nonprofit agency and the products it offers is available at http://www.respectofflorida.org. U 42. Modification of Terms. The Contract contains all the terms and conditions agreed upon by LO 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 0 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 documentation on forms furnished by the a Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. E c� PUR 1000 (10/06) Page 13 of 14 60A-1.002, F.A.C. Packet Pg. 1392 C.31.d 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 parry to any transaction between the Contractor and any other purchaser. c� State agencies wishing to make purchases from this agreement are required to follow the U) 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. 0 U c� 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 0 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 LO are contingent upon an annual appropriation by the Legislature. U) CU 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. CL 0 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 CL otherwise unenforceable and all other provisions shall remain in full force and effect. d U LO U LO It- It- CL c� PUR 1000 (10/06) Page 14 of 14 60A-1.002, F.A.C. Packet Pg. 1393