2323 PBA 20/21-31 SHI International - piggybackRE: Microsoft agreenndnt
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
F-1 Development Order V Mayor's signature 3 //S�-
❑
Final Plat (original mylars)
❑ Letter of Credit
❑ Maintenance Bond
F-1 Ordinance
F Performance Bond
D Resolution
1-1
Once completed, please:
M Return originals to Purchasing- Department
F-1 Return copies
F]
Date
Recordinor
71
Safe keeping (Vault)
—Deputy- -eff y - Tanager
Payment Bond
V/OZ City Manager Signature
11HCity Clerk Attest/SignatureJl
City Attorney/Signature
Special Instructions
ptxral'a�
From
Shareftint Finance Purchasin- Forms - 2018.doc
Piggyback Contract (PBA 20/21-31); Florida Department of Management Services
(Various Computer Software And Applications)
The City of Sanford ("City") enters this "Piggyback" Contract with SHI International,
Corp., a New Jersey corporation which is authorized to conduct business in Florida, for
any of its affiliates or subsidiaries (hereinafter referred to as the "Vendor"), whose address
is 290 Davidson Avenue, Somerset, New Jersey 08873, under the terms and conditions
hereinafter provided. The City and the Vendor agree as follows:
(1). The Purchasing Policy for the City of Sanford allows for "piggybacking"
contracts. Pursuant to this procedure, the City is allowed to piggyback an existing
government contract, and there is no need to obtain formal or informal quotations,
proposals or bids. The parties agree that the Vendor has entered a contract with the
Florida Department of Management Services being identified as "State Term
Contract No. 43230000-15-02 - Licensing Solutions Providers of Microsoft Software
and Services" in order for the Vendor to provide products and services relative to
various computer software and applications, etc. (said original contract being referred
to as the "original government contract").
(2). The original government contract documents are incorporated herein by
reference and is attached as Exhibit "A" to this contract. All of the terms and
conditions set out in the original government contract are fully binding on the parties
and said terms and conditions are incorporated herein; provided, however, that the
City will negotiate and enter work orders/purchase orders with the Vendor in
accordance with City policies and procedures for particular goods and services with
particular reference to the contractual rights and obligations pertinent to the Florida
Department of Management Services.
11 P a g e
(3). Notwithstanding the requirement that the original government contract
is fully binding on the parties, the parties have agreed to modify certain technical
provisions of the original government contract as applied to this Contract between
the Vendor and the City, as follows:
N/A.
(a). Time Period ("Term") of this Contract: (state N/A if this is not applicable).
(b). Insurance Requirements of this Contract: (state N/A if this is not
applicable). N/A.
(c). Any other provisions of the original government contract that will be
modified: (state N/A if this is not applicable). N/A.
(d). Address change for the City: Notwithstanding the address and contact
information for the government entity as set out in the original government contract, the
Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business
with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue;
Sanford, Florida 32771. The City Manager's designated representative for this Contract
is Marisol Ordofiez, Purchasing Manager, Finance -Purchasing Division, 300 North Park
Avenue; Sanford, Florida 32771, telephone number (407) 688-5028 and whose e-mail
address is Marisol.ordonez@sanfordfl.gov.
(e). Notwithstanding anything in the original government contract to the
contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between
the parties arising out of this Contract shall be in Seminole County, Florida in the Court
of appropriate jurisdiction. The law of Florida shall control any dispute between the parties
2 1 P a g e
arising out of or related to this Contract, the performance thereof or any products or
services delivered pursuant to such Contract.
(f). Notwithstanding any other provision in the original government contract to
the contrary, there shall be no arbitration with respect to any dispute between the parties
arising out of this Contract. Dispute resolution shall be through voluntary and non-binding
mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole
County, Florida, with the parties bearing the costs of their own legal fees with respect to
any dispute resolution, including litigation.
(g). Notwithstanding any other provision in the original government contract,
the Vendor shall provide the City with State term pricing.
(h). All the services to be provided or performed shall be in conformance with
commonly accepted industry and professional codes and standards, standards of the
City, and the laws of any Federal, State or local regulatory agency.
(1). IF THE CONTRACTOR/VENDOR HAS QUESTIONS
STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI
HOUCHIN, CITY CLERK, MMC, FCRM, CITY OF SANFORD, CITY HALL,
300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771,
TRACI. HOUCH IN@SAN FORDFL.GOV.
3 1 P a g e
(11). In order to comply with Section 119.0701, Florida Statutes, public
records laws, the Vendor must:
(A). Keep and maintain public records that ordinarily and necessarily would
be required by the City in order to perform the service.
(B). Provide the public with access to public records on the same terms and
conditions that the City 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.
(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 City all public records in possession of the Vendor upon termination of
the contract and destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. All records stored
electronically must be provided to the City in a format that is compatible with the
information technology systems of the City.
(111). If the Vendor does not comply with a public records request, the City
shall enforce the contract provisions in accordance with this Agreement.
(IV). Failure by the Vendor to grant such public access and comply with public
records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City. The Vendor shall promptly provide the City with a copy of any
request to inspect or copy public records in possession of the Vendor and shall
promptly provide the City with a copy of the Vendor's response to each such request.
4 1 P a g e
WS RM X
CITY OF Item No.
SkNFORD
FLORIDA
CITY COMMISSION MEMORANDUM 20-229.F
DECEMBER 14, 2020 AGENDA
To: Honorable Mayor and Members of the City Commission
PREPARED BY: Bob Keegan, Network Operations Administrator
SUBMITTED BY: Norton N. Bonaparte, Jr., City Manager
SUBJECT: Microsoft Software Renewal
STRATEGIC PRIORITIES:
F-1 Unify Downtown & the Waterfront
❑ Promote the City's Distinct Culture
❑ Update Regulatory Framework
❑ Redevelop and Revitalize Disadvantaged Communities
SYNOPSIS:
Approval to execute a renewal of the Microsoft Enterprise License Agreement in the amount of
$133,000.41 to SHI (Software House International) is requested.
FISCAL/STAFFING STATEMENT:
Funds designated for this expenditure are available in the FY 2021 Information Systems — General
Fund budget.
BACKGROUND:
Each year, the City must establish a purchase action to fund and continue technology support
contracts. Microsoft products are the City's adopted productivity and office software. This is a
continuation of an existing agreement.
The Microsoft Enterprise Agreement (EA) provides to the City of Sanford a suite of Microsoft
L
products that build the core foundation of the City's productivity software. Under this license
------------------
-Vhe agreement, we will be able to utilize the current versions of Windows, Office, SharePoint,
C7 Exchange, and SQL. These products are critical to the daily functions of the City, enabling
departments to send email, produce documents, track expenditures, produce budgets, collaborate
on projects, and more,
LEGAL REVIEW:
No legal review requested of the City Attorney.
RECOMMENDATION:
It is staffs recommendation that the City Commission approve the expenditure of $133,000.41 to
Software House International (SHI) to renew the Enterprise Agreement with Microsoft.
SUGGESTED MOTION:
"I move to approve payment in the amount of $133,000.41 to Software House International (SHI)
to renew the Enterprise Agreement with Microsoft."
Attachment: SHI Quote 19557682
City of Sanford
Dan Ayala
Phone: (321) 377-5022
Fax:
Email: Daniel.Ayala@sanfordfl.gov
All Prices are in US Dollar (USD)
Pricing Proposal
Quotation #:
19557682
Reference #:
EA# 84416558
Created On:
Qct -14-2020
Valid Until:
Dec -30-2020
SE Government and
Academic Sales Team
Manager
Jennifer Huseth
290 Davidson Avenue
Somerset, NJ 08873
Phone: 800-543-0432
Fax: 732-868-6055
Email: jennifer—huseth@shi.com
Product Qty Your Price Total
1 Azure prepayment- US Gov (6QK-00001) 1 $1,222.56 $1,222.56
Microsoft- Part#: J5U-00001
Contract Name: Licensing Solutions Providers (LSP) of Microsoft Software and
Services
Contract #: 43230000-15-02
Coverage Term: Jan -01-2021 — Dec -31-2021
Note: Year 1 of 3
2 CoreCAL ALNG SA MVL Pltfrm UsrCAL 550 $44.83 $24,656.50
Microsoft - Part#: W06-01072
Contract Name: Licensing Solutions Providers (LSP) of Microsoft Software and
Services
Contract #: 43230000-15-02
Coverage Term: Jan -01-2021 — Dec -31-2021
Note: Year 1 of 3
3 ExchgSvrEnt ALNG SA MVL 2 $709.05 $1,418.10
Microsoft - Part#: 395-02504
Contract Name: Licensing Solutions Providers (LSP) of Microsoft Software and
Services
Contract #: 43230000-15-02
Coverage Term: Jan -01-2021 — Dec -31-2021
Note: Year 1 of 3
4 OfficeProPlus ALNG SA MVL Pltfrm 460 $93.73 $43,115.80
Microsoft- Part#: 269-12442
Contract Name: Licensing Solutions Providers (LSP) of Microsoft Software and
Services
Contract #: 43230000-15-02
Coverage Term: Jan -01-2021 — Dec -31-2021
Note: Year 1 of 3
5 SharePointSvrALNGSAMVL 1 $1,189.09 $1,189.09
Microsoft - Part#: H04-00268
Contract Name: Licensing Solutions Providers (LSP) of Microsoft Software and
Services
Contract #: 43230000-15-02
Coverage Term: Jan-01'2021—Dec-31-2021
Note: Year 1 of 3
SOLSvrSXdCoreALNGGAMVL2UcCoreUc O $57376 $4,59008
Microsoft -Purt#:7NO-0O292
Contract Name: Licensing Solutions Providers (LSP)of Microsoft Software and
Samioao
Contract* 43230000-15-02
Coverage Term: Jan-01'2031—Doc-31'2021
Note: Year I of 3
7 VNNENTpedJyCALNGGAMVLPKfrn 400 $41.57 $19,122.20
Microsoft -Purt#:KV3-0033
Contract Name: Licensing Solutions Providers (USP)ofMicrosoft Software and
Services
Contract #:4323OOOO'15'O2
Coverage Term: Jan-U1'2D21—Doc-31'2021
Note: Year 1of5
VVinSvrDCComALNGGAMVL 2LicCoreU 86 $123,88 $11,89248
Microsoft 'Port#:8EA-0O78
Contract Name: Licensing Solutions Providers (LSP)ufMicrosoft Software and
Services
Contract #:43Z3ODOO'15-O2
Coverage Term: Jan'U1'2O21—De»'31'2O21
Note: Year 1 of 3
VVinSwSTDCoreALNGGAMVL2UuCoreLlc 80 $17.93 $1,434.40
Microsoft Pod#3EM-0O0
Contract Name: Licensing Solutions Providers (LSP)ufMicrosoft Software and
Services
Contmot#:4323VOOV-15-02
Coverage Term: Jan'O1-2O21—Dee31'2V21
Note: Year 1of3
10VVinSvrDCCoreALNGSA8 M&2UomVinSvrStdCoreCoreUo 80 $246.95 �9,756.00
Microsoft -Part#:SEA-UO27S
Contract Name: Licensing Solutions Providers (L3P)ofMicrosoft Software and
Services
Conkoct#:4323OUOV'15-O2
Coverage Term: Jan'O1-2O21—Deo81-2O21
Note: Year 1 of 3
11 Win8vrDCCnmALNGLkcSAPkMVL2LicCnmLic 16 $287J0 $4,00320
Micmooft-Port#: 9EA-00039
Contract Name: Licensing Solutions Providers (LGP)ufMicrosoft Software and
Services
Conuacx#:4323000O'15'O2
Coverage Term: Jan'U1-2O21—Dae31-2O21
Note: Year 1 of 3
Total $133,000.41
Additional Comments
Hardware items onthis quote may beupdated Voreflect changes due Voindustry wide constraints and fluctuations,
Thank you for choosing GH|International Corp! The pricing offered onthis quote proposal isvalid through the expiration date listed
above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract
please contact an SMI Inside Sales Representative at (888) 744-4084. SMI International Corp. is 100% Minority Owned, Woman
Owned Business. TAX ID# 22-3009648; DUNS# 61-1429481; CCR# 61-243957G; CAGE 1 HTFO
The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under
that applicable line item.
Q). All other provisions in the original government contract are fully binding on
the parties and will represent the agreement between the City and the Vendor.
Entered this 12th day of March, 2021.
Attest: SHI International, Corp., a New Jersey
corporation which is authorized to
conduct business in Florida.
Paul Ng
Secretary
Attest:
Traci Houchin, MMC, FCRM, City Clerk
Approved as to form and legal sufficiency.
i 0 1 y
t /9
l -
5 1 P a g e
Kristina Mann
Manager — Contracts
Date: 3/12/2021
City Of Sanford
By:
Art Woodruff, Mayor
Date:
0). All other provisions in the original government contract are fully binding on
the parties and will represent the agreement between the City and the Vendor.
Entered this 12th day of March, 2021.
Attest: SHI International, Corp., a New Jersey
corporation which is authorized to
conduct business in Florida.
Paul Ng
Secretary
Attest.
Traci Houchin
Traci Houchin, MMC, ECRM, City Clerk
Approved as to form and legal sufficiency.
ZO
I Y tt y
A),
By: -&� rLtnll-
Kristina Mann
Manager — Contracts
Date: 3/12/2021
cit,
By:
Art
Dat
Exhibit "A"
[Attach original government contract]
P a g e
NASPO ValuePoint
PARTICIPATING ADDENDUM
Software Value Added Reseller (SVAR)
Administered by the State of Arizona (hereinafter "Lead State')
Participating Addendum No: 43230000-NASPO-16-ACS-Software VAR
SHI International, Corp.
Master Agreement No: ADSP016-130651
(hereinafter "Contractor')
And
Florida Department of Management Services
(hereinafter "Participating State/Entity')
Page 1 of 18
MASTER AGREEMENT TERMS AND CONDITIONS:
a. Scope: This Participating Addendum covers the Software Value Added Reseller contract led by
the State of Arizona for use by state agencies and other entities located in the Participating
State authorized by that state's statutes to utilize State contracts with the prior approval of the
state's chief procurement official.
b. Participation: Use of specific NASPO ValuePoint cooperative contracts by agencies, political
subdivisions and other entities (including cooperatives) authorized by an individual state's
statutes to use State contracts are subject to the prior approval of the respective State Chief
Procurement Official. Issues of interpretation and eligibility for participation are solely within
the authority of the State Chief Procurement Official.
11. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENT:
These modifications or additions apply only to actions and relationships within the Participating
State. The following changes are modifying or supplementing the Master Agreement terms and
conditions.
a. Participating Addendum: As used in this document, "Participating Addendum" (whether or not
capitalized) shall, unless the context requires otherwise, include this document and all
incorporated Exhibits, which set forth the entire understanding of the Parties and supersedes
all prior agreements. All modifications to this Participating Addendum must be in writing and
signed by all Parties.
All Exhibits attached and listed below are incorporated in their entirety into, and form part of
this Participating Addendum. The Participating Addendum Exhibits shall have priority in the
order listed:
1) Exhibit A: Contract Conditions, Florida General
2) Exhibit B: Contract Conditions, Florida Special
3) Exhibit C: NASPO ValuePoint Master Agreement Number
If a conflict exists among any of the Participating Addendum documents, the documents shall
have priority in the order listed below:
1) The Addendum
2) Florida Special Contract Conditions, Exhibit B
3) Florida General Contract Conditions, Exhibit A
4) NASPO ValuePoint Master Agreement Number, Exhibit C
Page 2 of 18
b. Subcontractors: All contractors, dealers, and resellers authorized in the Participating State, as
shown on the dedicated Contractor (cooperative contract) website, are approved to provide
sales and service support to participants in the NASPO ValuePoint Master Agreement. If
resellers/partners are utilized by Florida customers, at least one must be a Florida based
business. The contractors dealer participation will be in accordance with the terms and
conditions set forth in the aforementioned Master Agreement.
c. Orders: Upon execution of this Participating Addendum, customers in the Participating State,
may purchase products and services under the Master Agreement using this State of Florida
alternate contract source number 43230000-NASPO-16-ACS-Software VAR.
Any order placed by a customer in the Participating State 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 terms and conditions) of the Master Agreement unless the parties to the order agree
in writing that another contract or agreement applies to such order.
d. Amendments: No oral modifications to this Participating Addendum are permitted. All
modifications to this Participating Addendum must be in writing and signed by both parties.
Notwithstanding the order listed in section 11 (b), amendments executed after the Participating
Addendum is executed may expressly change the provisions of the Participating Addendum. If
they do so expressly, then the most recent amendment will take precedence over anything else
that is part of the Participating Addendum.
IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of
execution by both parties below.
Participating State:
Contractor. SHI International Corp.
Signature:
Signature:
Name: Debra Forbes
Name: Natalie Slowik
Title: Director of Administration
Title: Senior Manager - Contracts & RFPs
Date:
Date: 11/28/16
EXHIBIT
FLORIDA GENERAL CONTRACT CONDITIONS
Table of Contents
Page 3 of 18
SECTION 1.
DEFINITIONS . ----------------------------------3
SECTION 2.
CONTRACT TERM AND TERMINATION . --------------------3
SECTION 3.
PAYMENT AND -----------------------------'4
SECTION 4.
CONTRACT MANAGEMENT --------------------------.5
SECTION 5.
COMPLIANCE WITH LAWS . --------------------------'7
SECTION 6.
MISCELLANEOUS -------------------------------'8
SECTION 7.
WORKERS' COMPENSATION AND GENERAL LIABILITY INSURANCE, AND
INDEMNIFICATION _______________________________________g
SECTION 8.
PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT AND
INTELLECTUAL PROPERTY --------------------------------'1O
SECTION 9.
DATA SECURITY AND SERVICES .............. ......... ............... ...........................
12
SECTION 10. GRATUITIES AND LOBBYING . ------------------------13
SECTION 11. CONTRACT MONITORING .
-------------------------'13
SECTION 12. CONTRACT AUDITS .
-----------------------------14
SECTION 13. BACKGROUND SCREENING AND SECURITY .
............ —.... .......................... 15
These General Contract Conditions supersede and replace lmtheir entirety all General Contract
Conditions, Form PUR 1000, which is incorporated by reference in Rule 60A-1.002, Florida
Administrative Code (F.A.C.)
Mzr���������0|NN����
The following definition applies in addition to the definitions in Chapter 287, Florida StatVteS`(F.8]
and Rule Chapter 60A-1, F.A.C.:
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant to the
Contract.
SECTION 2'CONTRACT TERM AND TERMINATION.
2.1 Initial Term.
The initial term will begin on the date set forth in the Master Agreement or on the date the Participating
Addendum is signed by all Parties, whichever is later.
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Participating Addendum
inwhole Vrinpart only gsset forth iOthe Contract, and iOaccordance with section 207D57(13).F.G..
and Rule 60A-1.048, F.A.C.
Page 4 of 18
2.3 Suspension of Work and Termination.
2.3.1 Suspension of Work.
The Department may, at its sole discretion, suspend any or all activities under the Contract, at
any time, when it is in the best interest of the State of Florida to do so. A Customer may, at its
sole discretion, suspend a resulting contract or purchase order, at any time, when in the best
interest 0fthe Customer todVso. The Department o[Customer will provide the Contractor
written notice outlining the particulars ofsuspension. Examples nfthe 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 must comply with the
notice and will cease the activities associated with any resulting contract or purchase order.
Within 90 days, or any longer period agreed to by the Contractor, the Department or Customer
will either (1) issue notice authorizing resumption of work, mtwhich time activity will resume,
or(2) terminate the Contract ororesulting contract orpurchase order. Suspension ofwork will
not entitle the Contractor tVany additional compensation.
2.3.2 Termination for Convenience.
The Contract may be terminated by the Department inwhole orinpart atany time, inthe best
interest ofthe State ofFlorida. |fthe Contract ioterminated before performance iacompleted,
the Contractor will be paid only for that work satisfactorily performed for which costs :an be
substantiated. Such payment, however, may not exceed anamount which iethe same
percentage of the Contract price as the amount of work satisfactorily performed. All work in
progress will become the property of the Customer and will be turned over promptly by the
Cont[@Cfn[
2'3'3 Termination for Cause.
|fthe Department determines that the performanceufthe Contractor ianot satisfactory, the
Department may, at its sn|a discretion. (o) immediately terminate the Contract, (b) notify the
Contractor ofthe deficiency with arequirement that the deficiency be corrected within 8
specified time, otherwise the Contract will terminate at the end of such time, or (c) take other
action deemed appropriate bythe Department.
SECTION 3. PAYMENT AND FEES.
3.1 Pricing.
The Contractor will not exceed the pricing set forth inthe Contract.
3-2 Price Decreases.
The following price decrease terms will apply tothe Contract:
(a) Quantity Discounts. Contractor may offer additional discounts for one-time delivery of large
single orders.
(b) Preferred Pricing. Consistent with the goals ofsection 218.O113. F.S.. Contractor
acknowledges and recognizes that the Departmentwants 0otake advantageofany
improvements in pricing over the course of the Contract period. To that end, the pricing
indicated iOthis Contract iG@maximum guarantee under the terms ofthis clause. Contractor's
pricing will not exceed, on an aggregate basis, the pricing offered under comparable contracts
for public entities. Comparable contracts are those which are similar in aize, scope and terms.
The Contractor shall submit to the Department a completed Preferred Pricing affidavit form
annually.
(c) Sales Promotions. |naddition todecreasing pricesfor the balance ofthe Contract term due
to a change in market conditions, a Contractor may conduct sales promotions involving price
Page 5 of 18
the proposed M\starting and ending dates ofthe promotion, CDcommodities 0rcontractual
services involved, and CBpromotional prices compared tothen-authorized prices.
3'3 Payment Invoicing.
The Contractor will be paid upon submission of properly certified invoices to the Customer after
delivery and acceptance of commodities or contractual services is confirmed by the Customer.
Invoices must contain detail sufficient for an audit and contain the Contract Number and the
Contractor's Federal Employer Identification Number.
3'4 Purchase Order.
ACustomer may use purchase orders tobuy commodities nrcontractual services pursuant iOthe
Contract. The Contractor must provide commodities or contractual services pursuant to purchase
orders. The purchase order period of performance survives the expiration of the Contract. The
duration ufpurchase orders must not exceed the expiration ofthe Contract bymore than 12months.
3.6 Travel.
Travel expenses are not reimbursable unless specifically authorized by the Customer in writing,
and may bareimbursed only inaccordance with section 112.O01.F.8.
3.6 Annual Appropriation.
Pursuant to section 287.0582. F.S.. if the Contract binds the State of Florida or on agency for the
purchase of services or tangible personal property for a period in excess of one fiscal year, the State
of Florida's performance and obligation to pay under the Contract is contingent upon an annual
appropriation by the Legislature.
3'7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
N1yF|oridaK8mrketP|aue, a statewide mProounannen1 system pursuant to section 207.057(22). Florida
Statutes. All payments issued byCustomers toregistered Vendors for purchases Vfcommodities O[
contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031, Florida
Administrative Code, or as may otherwise be established by law. Vendors must pay the Transaction
Fees and agree to automatic deduction of the Transaction Fees, when automatic deduction becomes
available. Vendors will submit any monthly reports required pursuant to the rule. All such reports and
payments will be subject tOaudit. Failure tocomply with the payment ufthe Transaction Fees or
reporting of transactions will constitute grounds for declaring the Vendor in default and subject the
Vendor to exclusion from business with the State of Florida.
3'8 Taxes.
The State VfFlorida isnot required topay any taxes, including customs and tariffs, oncommodities or
contractual services purchased under the Contract.
3'9 Return of Funds.
Contractor will return any overpayments due hJunearned funds o[funds disallowed pursuant tDthe
terms of the Contract that were disbursed to the Contractor by the Department or Customer. The
Contractor must return any overpayment within 40 calendar days after either discovery by the
Contractor, its independent auditor, or notification by the Department or Customer of the overpayment.
SECTION 4. CONTRACT MANAGEMENT.
4.1 Composition and
The Contractor agrees to provide commodities orcontractual services to the Customer within the
manner and Gtthe location specified iDthe Contract and any attachments k]the Contract. Additionally,
the terms of the Contract supersede the terms Ofany and all prior or contemporaneous agreements
between the Parties.
Page 6 of 18
4.2 Notices-
AUnotioeorequiredundorUle Contract must bedelivered tothe designated ContnsctK8mnagerbv
certified mail, return receipt requested, by reputable air courier service, email, or by personal delivery,
oronotherwise identified bvthe Department.
4'3 Department's Contract Manager.
The Department's Contract Manager, is primarily responsible for the Department's oversight of the
Contract. |nthe event that the Department changes the Contract Manager, the Department will notify
the Contractor. Such ochange does not require onamendment 0mthe Contract.
4'4 Contractor's Contract Manager.
The Contractor's Contract Manager is primarily responsible for the Contractor's oversight of the
Contract performance. In the event that the Contractor changes its Contract Manager, the Contractor
will notify the Department. Such echange does not require Gnamendment tothe Contract.
4'6 Diversity Reporting.
The State of Florida supports its diverse business community by creating opportunities for woman-,
xaheren-, and minority-owned srnoU business enterprises to participate in procurements and contracts.
The Department encourages supplier diversity through certification 0fxvomlan-.vet8[aD-.and minority-
owned Smn8UbuSineSs enterprises, and provides advocacy, outreach, and networking through regional
business events. For additional information, please contact the Office of Supplier Diversity (OSD) at
oedinfo@drna.nnvOoride.corn.
Upon request, the Contractor will report tothe Department its spend with business enterprises certified
bythe C)G[}. These reports must include the time period covered, the name and Federal Employer
Identification Number of each business enterprise utilized during the period, commodities and
contractual services provided by the business enterprise, and the amount paid to the business
enterprise onbehalf nfeach Customer purchasing under the Contract.
4.6 RESPECT'
Subject to the agency determination provided for in Section 413.036, F.S., the following statement
applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE THE SUBJECT
OF. OR REQUIRED TOCARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM A
NONPROFIT AGENCY FOR THE BLIND OR FOR THE SEVERELY HANDICAPPED THAT IS
QUALIFIED PURSUANT TOCHAPTER 413' FLORIDA STATUTES, IN THE GAME MANNER AND
UNDER THE SAME PROCEDURES GET FORTH IN SECTION 413.036(l) AND (2). FLORIDA
STATUTES; AND FOR PURPOSES OF THIS CONTRACT THE PER8{JN, F|RKH, OR OTHER
BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED
TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS DEALINGS WITH SUCH
QUALIFIED NONPROFIT AGENCY ARE CONCERNED.
Additional information about the designated nonprofit agency and the commodities orcontractual
omrvingS it offers is available at httD:/Nvvvvv.reor)ectOff|0rida.orq.
4.7 PRIDE.
Subject tothe agency determination provided for inSections 94O.515and 2O7.O42(1).F.G..the
following statement applies:
|T|SEXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE
SUBJECT OF, C)RREQUIRED TOCARRY OUT, THIS CONTRACT SHALL BE PURCHASED FROM
THE CORPORATION IDENTIFIED UNDER CHAPTER 948.F.S,|NTHE SAME MANNER AND
UNDER THE SAME PROCEDURES SET FORTH |NSECTION 846.515(2) AND N\.F.8.;AND FOR
PURPOSES C>FTHIS CONTRACT THE PERSON, FIRM, OROTHER BUSINESS ENTITY
CARRYING OUT THE PROVISIONS OFTHIS CONTRACT SHALL BEDEEMED TOBE
SUBSTITUTED FOR THIS AGENCY INSOFAR ASDEALINGS WITH SUCH CORPORATION ARE
CONCERNED.
Additional information about PRIDE and the commodities or contractual services it offers is available
at
SECTION 6. COMPLIANCE WITH LAWS.
6.1 Conduct mfBusiness.
The Contractor must comply with all |avvs' rules, cndes. ordinances, and licensing requirements that
are applicable to the conduct of its business, including those of federal, state, and local agencies
having jurisdiction and authority. For example, the Contractor must comply with Section 274A of the
Immigration and Nationality Act, the Americans with Disabilities Act, Health Insurance Portability and
Accountability Act, and all prohibitions against discrimination on the basis of race, FeUgiOO. SeX. creed,
national origin, h@ndiCap, nnghta| status, or veteran's status.
Pursuant tosubsection 287.O58(l).F.G,the provisionsofaubparegnaoho287.058(1)(a)-(c).F.G,one
hereby incorporated by reference, to the extent applicable.
6.2 Governing Law and Venue.
The laws ofthe State ofFlorida govern the Contract. The Parties submit tothe jurisdiction ofthe
courts of the State of Florida exclusively for any legal action related to the Contract. Further, the
Contractor hereby waives any and all privileges and rights relating to venue it may have under Chapter
47' F.8.. and any and all such venue privileges and Fights it may have under any other statute, [u|e, or
case law, including, but not limited tothose based onconvenience. The Contractor hereby submits to
venue inthe county chosen bvthe Department.
5.3 Department of State Registration.
The Contractor and any subcontractors that assert corporate status must provide the Department with
conclusive evidence, per section 607.0127, F.S., of a certificate of status, not subject to qualification, if
oFlorida business entity, orofacertificate ofauthorization ifaforeign busineeaerdib/andrnaintain
such status orauthorization through the life Ofthe Contract and any resulting contract or purchase
order.
5.4 Convicted and Discriminatory Vendor Lists.
In accordance with sections 287.133 and 287.134. F.G., an entity oraffiliate who is onthe Convicted
Vendor List or the Discriminatory Vendor List may not perform work as a contractor, supplier,
subcontractor, orconsultant under the Contract. The Contractor must notify the Department ifitorany
of its suppliers, subcontractors or consultants have been placed on the Convicted Vendor List or the
Discriminatory Vendor List during the term wfthe Contract.
6.5 Contractor Certification.
If the Contract exceeds $1,000,000.00 in total, not including renewal years, Contractor certifies that it
imnot listed oneither the Scrutinized Companies with Activities inSudan List, the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that
Boycott Israel List created pursuant to sections 215.473`F.8.and 215.4725 F.8.
respectively. Pursuant to section 287.135(5), F.8.. and 287.135(3), F.S.. Contractor agrees the
Department may immediately terminate the Contract for cause ifthe Contractor iefound tohave
submitted a false certification or if Contractor is placed on the Scrutinized Companies with Activities in
Sudan List. the Scrutinized Companies with Activities in the Iran pEtro|eVxO Energy Sector List, or the
Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel during the term of
the Contract.
Page 8 of 18
5.6 Cooperation with Inspector General.
Pursuant tOsubsection 2O.O55(5),F.S..Contractor, and any subcontractor t0the Contractor,
understand and will comply with their duty to cooperate with the Inspector General in any investigation,
audit, inspection, review, orhearing. Upon request nYthe Inspector General orany other authorized
State official, the Contractor must provide any type of information the Inspector General deems
relevant to the Contractor's integrity orresponsibility. Such iOfO[[DBtiVO may indVde, but will not be
limited to, the Contractors business or financial records, documents, or files of any type or form that
refer to or relate to the Contract. The Contractor will retain such records for five years after the
expiration of the Contract, or the period required by the General Records Schedules maintained by the
Florida Department of State (available at:
.vvhicheveris|Vnger.TheContr@Ct0[8g[eeStVFeinnbUrSe
the State of Florida for the reasonable costs of investigation incurred by the Inspector General or other
authorized State of Florida official for investigations of the Contractor's compliance with the terms of
this or any other agreement between the Contractor and the State ofFlorida which results in the
suspension or debarment of the Contractor. Such costs will include, but will not be limited to: salaries
of investigators, including overtime; travel and lodging expenses; and expert witness and documentary
fees.
5'7 Inspection.
Section 215.422, F.S., provides that agencies have five working days to inspect and approve
commodities or contractual services. Items may be tested for compliance with specifications. |terno
delivered not conforming tospecifications may be rejectedand returned otthe Contractor's expense.
SECTION 6. MISCELLANEOUS.
5.1 Notice ofLegal Actions.
The Contractor rnua[ notify the Department of any legal actions filed against it for o violation of any
laws, rules, codes, ordinances or licensing requirements within 30 days of the action being filed. The
Contractor must notify the Department of any |eQ8| 8C{iOOS filed against it for a breach of contract of
similar size and scope to this Contract within 30 days of the action being filed. Failure tonotify the
Department of a legal action within 30 days of the action will be grounds for termination for cause of
the Contract.
6.2 Subcontractors.
The Contractor will not subcontract any work under the Contract without prior written consent of the
Department. The Contractor is fully responsible for satisfactory nnrnp|eU0n of all subcontracted work.
The Department supports diversity in its procurements and contracts, and requests that Contractor
offer subcontracting opportunities to certified vv0nnan-.vetengn-.and minority-owned small businesses.
The Contractor may contact the {}G[)o1 for information oncertified small
business enterprises available for subcontracting opportunities.
6.3 Assignment.
The Contractor will not sell, assign or transfer any of its rights, duties or obligations under the Contract
without the prior written consent of the Department. In the event of any assignment, the Contractor
remains secondarily liable for performance of the Contract. The Department may assign the Contract
tDanother state agency.
6.4 Independent Contractor.
The Contractor and its employees, agents, representatives, and subcontractors are not employees or
agents of the Department and are not entitled to the benefits of State of Florida employees. The
Department will not be bound by any acts or conduct of the Contractor or its employees, agents,
representatives, or subcontractors. The Contractor agrees to include this provision in all of its
subcontracts under the Contract.
Page 9 of 18
6.5 Risk mfLoss.
UOd| acceptance, risk of loss or damage will remain with the CODtr@CtO[ The Contractor will be
responsible for filing, proomsming, and collecting all damage claims. To assist the Contractor with
damage claims, the Customer will: record any evidence of visible damage on all copies of the
delivering carrier's Bill of Lading; report damages to the carrier and the Contractor; and provide the
Contractor with gcopy ofthe carrier's Bill OfLading and damage inspection report. When 8Customer
orthe Department rejectsaonrnrnodhv.ContnaotorxvU|remoovetheconnmnodityfrornthepnamisee
within 1Udays after notification of rejection,and the risk ofloss will remain with the Contractor.
Commodities not removed by the Contractor within 10 days will be deemed abandoned by the
Contractor and the Customer or the Department will have the right to dispose of it asits own property.
Contractor will reimburse the Customer or the Department for costs and expenses incurred in storing
or effecting nannovo| or disposition of rejected oumnnnodit|ae.
6'6 Safety Standards.
All manufactured items and fabricated assemblies subject tVoperation under pressure, operation by
connection to an electric source, or operation involving connection to a manufactured, natural, or LP
gas source shall be constructed and approved in a manner acceptable to the appropriate State of
Florida inspector. Acceptability customarily requires, at a minimum, an identification marking of the
appropriate safety standard organization, where such approvals of listings have been established for
the type 0fdevice offered and furnished, for example: the American Society OfMechanical Engineers
for pressure vessels; the Underwriters Laboratories, and National Electrical Manufacturers'
Association for electrically operated assemblies; and the American Gas Association for gas -operated
assemblies. In addition, all items furnished must meet all applicable requirements of the Occupational
Safety and Health Act and State of Florida and federal requirements relating to clean air and VV@te[
6-7 Ombudsman.
A Vendor Ombudsman has been established within the Department of Financial Services. The duties
[dthis office are found in Se[d|VD 215.422. F.8., which include disseminating information relative to
prompt payment and assisting contractors in receiving their payments in a timely manner from a
Customer. The Vendor Ombudsman may becontacted at/85[8413-551O.
6.8 Time immfthe Essence.
Time isOfthe essence regarding each and every obligation nfthe Contractor. Each obligation is
deemed material, and a breach of any such obligation (including a breach resulting from untimely
performance) ieamaterial breach.
6'9 Waiver'
The delay Vrfailure bythe Department o[Customer to exercise or enforce any rights under the
Contract will not constitute waiver ofsuch rights.
6'10 Modification and Severability.
The Contract may only be modified by written agreement between the Department and the Contractor.
Should a court determine any provision of the Contract is invalid, the remaining provisions will not be
affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract
did not contain the provision held invalid.
SECTION 7- WORKERS' COMPENSATION AND GENERAL LIABILITY INSURANCE, AND
INDEMNIFICATION
7'1 Workers' Compensation Insurance.
To the extent required bvlaw, the Contractor must be self-insured against, ormust secure and
maintain during the life Vfthe contract, Worker's Compensation Insurance for all its employees
connected with the work ofthis project, andinoaoeonyxvorkiaoubuontracbed.theContractornnuot
require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's
employees unless such employees engaged in work under the resulting contract are covered bythe
Page 10 of 18
Contractor's insurance program. Self-insurance orinsurance coverage must comply with the Florida
Worker's Compensation law. In the event hazardous work iSbeing performed bvthe Contractor under
the resulting contract or purchase order and any class of employees performing the hazardous work is
not protected under Worker's Compensation statutes, the Contractor must provide, and cause each
subcontractor to provide adequate insurance satisfactory to the Department for the protection of
employees not otherwise protected.
7.2 General Liability Insurance
The Contractor must secure and maintain Commercial General Liability Insurance including bodily
injury, property damage, prod Udt-|iabildv' personal &advertising injury and cO[Op|eted operations. This
insurance must provide coverage for all claims that may arise from the services, and operations
completed under the Contract and any resulting contract or purchase order, whether such services or
operations are by the Contractor or anyone directly or indirectly employed by them. Such insurance
must include a Hold Hann|gsm Agreement in favor of the State of Florida and also include the State of
Florida as aDAdditional Named Insured for the entire length ofthe Contract and any resulting contract
or purchase order. The Contractor io responsible for determining the minimum limits of liability
necessary to provide reasonable financial protections to the Contractor and the State of Florida under
the Contract and any resulting contract orpurchase order.
All insurance policies must be with insurers licensed or eligible to transact business in the State of
Florida. The insurance must not be canceled for any reason except after thirty (30) days written notice
tothe Department's Contract Manager.
The Contractors must submit insurance certificates evidencing such insurance coverage priortO
execution of contract with the Department.
The Contractor must require its insurance carrier to add the Department to the insurance policies as
mnadditional insured, aaprovided below:
Florida Department of Management Semmes
c/o Division ofState Purchasing
4O5OEsplanade Way, Suite 36OOO
Tallahassee, Florida 32399-0850
7.3 Indemnification.
The terms and conditions of Section 14, Indemnification, of the Master Agreement shall govern for
purchases made under the Participating Addendum.
SECTION 8' PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT AND
INTELLECTUAL PROPERTY.
8.1 Public Records.
The Department may unilaterally cancel this Contract for refusal by the Contractor to comply with this
section by not allowing public access to all documents, papers, letters or other material made or
received bvthe Contractor inconjunction viththaContnact.un|eaathenecondaoneexennothonm
section 24(a)ofArticle |ofthe State Constitution and section 119.U7(1).F.@.
Solely for the purposes Vfthis section, the contract manager isthe agency custodian ofpublic records,
unless another iadesignated per /eA.below.
If, under a resulting contract or purchase order, the Contractor is providing services and is acting on
behalf of apublic agency, gSprovided bvsection 118.O7O1.Florida Statutes. The Contractor shall:
(a) Keep and maintain public records required bvthe public agency to perform the service;
Page 11 of 18
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied
within reasonable time and at a cost that does not exceed the cost provided in Chapter 119,
Florida Statutes, or as otherwise provided by law;
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure are not disclosed except as authorized by law for the duration of the contract term
and following the completion of the contract if the contractor does not transfer the records to
the public agency;
(d) Upon completion of the contract, transfer, at no cost, to the public agency all public records
in possession of the Contractor or keep and maintain public records required by the public
agency to perform the service. If the contractor transfers all public records to the public agency
upon completion of the contract, the contractor shall destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure requirements. If the
contractor keeps and maintains public records upon completion of the contract, the contractor
shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public agency's
custodian of public records, in a format that is compatible with the information technology
systems of the public agency; and
(e) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL ADDRESS AND MAILING
ADDRESS PROVIDED IN THE RESULTING CONTRACT OR PURCHASE ORDER.
8.2 Protection of Trade Secrets or Confidential Information.
If the Contractor considers any portion of materials made or received in the course of performing the
Contract ("contract -related materials") to be trade secret under section 812.081, F.S., or otherwise
confidential under Florida or federal law, the Contractor must clearly designate that portion of the
materials as "confidential" when submitted to the Department.
If the Department receives a public records request for contract -related materials designated by the
Contractor as "confidential," the Department will provide only the portions of the contract -related
materials not designated as "confidential." If the requester asserts a right to examine contract -related
materials designated as "confidential," the Department will notify the Contractor. The Contractor will
be responsible for responding to and resolving all claims for access to contract -related materials it has
designated "confidential."
If the Department is served with a request for discovery of contract -related materials designated
"confidential," the Department will promptly notify the Contractor about the request. The Contractor
will be responsible for filing the appropriate motion or objection in response to the request for
discovery. The Department will provide materials designated "confidential" only if the Contractor fails
to take appropriate action, within timeframes established by statute and court rule, to protect the
materials designated as "confidential" from disclosure.
The Contractor will protect, defend, and indemnify the Department for claims, costs, fines, and
attorney's fees arising from or relating to its designation of contract -related materials as "confidential."
8.3 Document Management.
The Contractor must retain sufficient documentation to substantiate claims for payment under the
Contract and all other records, electronic files, papers and documents that were made in relation to
this Contract. Contractor must retain all documents related to the Contract for five years after
expiration of the Contract, or, if longer, the period required by the General Records Schedules
Page 12 of 18
maintained bvthe Florida Department of State available at:
8.4 Intellectual Property.
Unless specifically addressed in the Contract, intellectual property rights to all property created or
otherwise developed by the Contractor for the Department will be owned by the State nfFlorida
through the Department 8tthe completion nfthe Contract.
Any inventions or discoveries developed in the course of or as a result of services performed under
the Contract which are patentable pursuant to35U.S.C. §101 are the sole property ofthe state of
Florida. Contractor must inform the Department of any inventions or discoveries developed or made in
connection with the Contract and will be referred to the Florida Department ofState for e determination
on whether patent protection will be sought for the invention or discovery. The State ofFlorida will ba
the sole owner of any and all patents resulting from any invention or discovery made in connection
with this contract.
Contractor must notify the Department of State of any publications, artwork, Orother copyrightable
works developed inconnection with the Contract. All copyrights created ordeveloped inconnection
with the Contract are the sole property of the State of Florida.
9.1 Duty to Provide Secure Data.
The Contractor will maintain the security of State of Florida Data iDo|udin@, but not limited to, a aacuna
area around any display of such Data or Data that iG otherwise visible. The Contractor will also comply
with all H|P/V\requirements and any other state and federal rules and regulations regarding security
of information as applicable.
9.2 Warranty ofSecurity.
Unless otherwise agreed inwriting, the Contractor and its subcontractors will not perform any Cf its
value added services from outside of the United States, and the Contractor will not allow any State of
Florida Data to be sent by any medium, transmitted or accessed outside of the United States.
Notwithstanding any provision Ofthis Contract tothe contrary, the Contractor must notify the
Department as soon as possible, in accordance with the requirements of section 501.171, F.S., and in
all events within one /1\ business day in the avant Contractor discovers any Data is breached, any
unauthorized access of Data occurs (even by persons or companies with authorized access for other
purposes), any unauthorized transmission of Data or any CnBdib|8 allegation or suspicion of nnot8riG|
violation of the above. This notification is required whether the event affects one agencv/ouato[neror
the entire population. The notification must be clear and conspicuous and include a description of the
(a) The incident ingeneral terms.
(b) The type of information that was subject to the unauthorized access and acquisition.
(c) The type and number of entities who were, or potentially have been affected by the breach.
(d) The actions taken by the Contractor to protect the Data from further unauthorized access.
However, the description 0fthose actions inthe written notice may begeneral aoasnot tn
further increase the risk orseverity ofthe breach.
9'3 Remedial Measures.
Upon becoming aware of an alleged security breach, Contractor's Contract Manager must set upa
conference call with the Department's Contract Manager. The conference call invitation must contain a
brief description of the nature of the event. When possible, a 30 -minute notice will be given to allow
Department personnel tobe available for the call. |fthe designated time iSnot practical for the
Page 13 of 18
Department, analternate time for the call will be scheduled. All available information must bgshared
on the call. The Contractor must answer all questions based on the information known at that time and
answer additional questions as additional information becomes known. The Contractor must provide
the Department with final documentation of the incident including all actions that took place. If the
Contractor becomes aware of a security breach or security incident outside of normal business hours,
the Contractor must notify the Department's Contract Manager and in all events, within one business
day.
9,4 Indemnification (Breach of Warranty mf@mcmritn).
The Contractor agrees to defend, indemnify and hold harmless the Department, Customer, the State
of Florida, its officers, directors, and employees for any claims, suits Or proceedings related to a
breach of the Warranty of Security. The Contractor will include credit monitoring services at its own
cost for those individuals affected or potentially affected by a breach of this warranty for a two year
period oftime following the breach.
9.5 Annual Certification.
The Contractor is required to submit an annual certification demonstrating compliance with the
Warranty of Security to the Department by December 31 of each Contract year.
SECTION 10' GRATUITIES AND LOBBYING.
10.1 Gratuities.
The Contractor will not, in connection with this Contract, directly or indirectly (1) ofhar, give, oragree to
give anything of value to anyone as consideration for any State of Florida officer or employee's
deCisioD. opinion, recommendation, vote, other exercise of discretion, or violation of known legal
duty, or (2) offer, give, or agree to give to anyone anything of value for the benefit of, or at the direction
orrequest of, any State ofFlorida officer oremployee.
10.2 Lobbying.
|Oaccordance with sections 11.O82and 21O.347.F.S..Contract funds are not for the purpose of
lobbying the Legislature, the judicial branch, orthe Department. Pursuant tosubsection 2B7.O58(G).
F.8..the Contract does not prohibit the Contractor from lobbying the executive orlegislative branch
concerning the scope of services, performance, term, or compensation regarding the Contract, after
the Contract execution and during the Contract's term.
SECTION Y1'CONTRACT MONITORING.
11'1 Performance Standards'
The Contractor agrees tOperform all tasks and provide deliverables as set forth iOthe Statement of
Work and attachments tothe Contract. The Department and the Customer will beentitled etall times,
upon request, to be advised as to the status of work being done by the Contractor and of the details
thereof. Coordination must be maintained by the Contractor with representatives of the Customer, the
Department, or of other agencies involved in the Contract on behalf of the Department.
11'2 Performance Deficiency.
The Department or Customer may, in its sole discretion, notify the Contractor of the deficiency to be
COrre[ted, which correction rnUGt bemade within 8 bnlF+franle specified by the Department or
Customer. The Contractor must provide the Department O[Customer with @corrective action plan
describing how the Contractor will address all issues of contract non-performance, unacceptable
performance, and failure to meet the minimum performance levels, deliverable deficiencies, or contract
non-compliance.
11'3 Financial Consequences mfNom-Perfmnmamce'
If the corrective action plan is unacceptable to the Department or Customer, or fails to remedy the
performance deficiencies, the Contractor will be assessed a non-performance retainage equivalent to
Page 14 of 18
1O%[fthe total invoice amount or8s specified inthe Contract. The retainage will be applied to the
invoice for the then -current billing period. The retainage will be withheld until the Contractor resolves
the deficiency. |fthe defioi*noyiosubsequently resolved, the Contractor may invoice the Customer for
the retained amount during the next billing period. |fthe Contractor iaunable boresolve the deficiency,
the funds retained will be forfeited.
11~4 Liquidated Damages.
The Contractor will promptly notify the Department or Customer upon becoming aware of any
circumstances that may reasonably baexpected tojeopardize the timely and successful completion
(or delivery) Dfany commodity 0rcontractual service. The Contractor will use commercially
reasonable efforts to avoid o[minimize any delays iOperformance and will inform the Department Vr
Customer nfthe steps the Contractor ietaking orwill take tndoso, and the projected actuo|
completion (or delivery) time. |fthe Contractor believes adelay inperformance bythe Department or
Customer has caused or will cause the Contractor to be unable to perform its obligations on time, the
Contractor will promptly sVnotify the Department V[Customer and use commercially reasonable
efforts to perform its obligations on time notwithstanding the Department or Customer's delay.
The Contractor acknowledges that untimely performance or other material noncompliance will damage
the Department or Customer, but by their nature such damages may be difficult to ascertain.
Accordingly, any liquidated damages provisions stated inthe solicitation will apply tothis Contract.
Liquidated damages are not intended tobe apenalty and are solely intended to compensate for
damages.
11'6 Force Majeure, Notice mf Delay, and No Damages for Delay.
The Contractor will not beresponsible for delay resulting from its failure toperform ifneither the fault
nor the negligence cf 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 JOo alternate source Vfsupply |s available t0the Contractor. In case ofany delay the
Contractor believes is excusable, the Contractor will notify the Department or Customer in writing of
the delay orpotential delay and describe the cause ofthe delay either (1)within 1Odays 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 days after the
date the Contractor first had nB@soO to believe that a delay could result. The foregoing will CODsti1VLe
the Contractor's sole remedy orexcuse with respect to delay. Providing notice in strict accordance
with this paragraph ioocondition precedent tnsuch remedy. Noclaim for damages will beasserted
by the Contractor. The Contractor will not be entitled to an increase in the Contract price or payment
of any kind from the Department or 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. |fperformance iu
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 will perform at no increased cost, unless the
Department orCustomer determines, inits sole discretion, that the delay will significantly impair the
value of the Contract to the State of Florida or to Customers, in which case the Department or
Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the
Contractor grants preferential treatment to Customers with respect to commodities or oontrao1ual
services subjected to allocation, or (2) purchase from other sources (without recourse to and by the
Contractor for the related costs and expenses) to replace all or part of the commodity or contractual
services that are the subject of the delay, which purchases may be deducted from the Contract
quantUv, or (3) terminate the Contract |nwhole orin part.
SECTION 12. CONTRACT AUDITS.
12.1 Performance orCompliance Audits.
Page 15 of 18
The Department may conduct, or cause to have conducted, either or both performance and
compliance audits of the Contractor and subcontractors as determined by the Department. The
Department may conduct an audit and review all the Contractor's and subcontractor's data and
records that directly relate to the Contract. To the extent necessary to verify the Contractor's claims for
payment under the Contract, the Contractor's agreements or contracts with subcontractors, partners or
agents of the Contractor, pertaining to this Contract, may be inspected by the Department upon 15
days' notice, during normal working hours and in accordance with the Contractor's facility access
procedures where facility access is required. Release statements from its subcontractors, partners or
agents are not required for the Department or its designee to conduct compliance and performance
audits on any of the Contractor's contracts relating to this Contract. The State of Florida's Chief
Financial Officer and the Office of the Auditor General also have authority to perform audits and
inspections.
12.2 Payment Audit.
Records of costs incurred under terms of the Contract will be maintained. Records of costs incurred
will include the Contractor's general accounting records, together with supporting documents and
records of the Contractor and all subcontractors performing work, and all other records of the
Contractor and subcontractors considered necessary by the Department, State of Florida's Chief
Financial Officer or the Office of the Auditor General for audit.
SECTION 13. BACKGROUND SCREENING AND SECURITY.
13.1 Background Check.
The Department may require the Contractor and its employees, agents, representatives and
subcontractors to provide fingerprints and be subject to such background checks as directed by the
Department. The cost of the background checks will be borne by the Contractor. The Department may
require the Contractor to exclude the Contractor's employees, agents, representatives or
subcontractors based on the background check results. In addition, the Contractor must ensure that
all persons have a responsibility to self-report to the Contractor within three calendar days any arrest
for any Disqualifying Offense. The Contractor must notify the Contract Manager within 24 hours of all
details concerning any reported arrest. The Contractor will ensure that all background screening will
be refreshed upon the request of the Department for each person during the term of the Contract.
13.2 E -Verify.
In accordance with Executive Order 11-116, the Contractor agrees to utilize the U.S. Department of
Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired
during the term of the Contract for the services specified in the Contract. The Contractor must also
include a requirement in subcontracts that the subcontractor must utilize the E -Verify system to verify
the employment eligibility of all new employees hired by the subcontractor during the Contract term. In
order to implement this provision, the Contractor must provide a copy of its DHS Memorandum of
Understanding (MOU) to the Contract Manager within five days of Contract execution. If the
Contractor is not enrolled in DNS E -Verify System, it will do so within five days of notice of Contract
award, and provide the Contract Manager a copy of its MOU within five days of Contract execution.
The link to E -Verify is provided below. http://www.uscis.gov/e-verify. Upon each Contractor or
subcontractor new hire, the Contractor must provide a statement within five days to the Contract
Manager identifying the new hire with its E -Verify case number.
13.3 Disqualifying Offenses.
If at any time it is determined that a person has a criminal misdemeanor or felony record regardless of
adjudication (e.g., adjudication withheld, a plea of guilty or nolo contendere, or a guilty verdict) within
the last six years from the date of the court's determination for the crimes listed below, or their
equivalent in any jurisdiction, the Contractor is required to immediately remove that person from any
position with access to State of Florida Data or directly performing services under the Contract. The
disqualifying offenses are as follows:
Page 16 of 18
(a) Computer related orinformation technology crimes
/bA Fraudulent practices, false pretenses and frauds, and credit card crimes
(o) Forgery and counterfeiting
(d) Violations involving checks and drafts
(e) Misuse ofmedical orpersonnel records
(D Felony theft
13~4 Communications and Confidentiality.
The Contractor agrees that it will make no statements, press releases, or publicity releases concerning
the Contract orits subject matter orotherwise disclose Orpermit tnbedisclosed any ofthe data nr
other information obtained or furnished in compliance with the Contract, or any particulars thereof,
during the period ofthe Contract, without first notifying the Department's Contract Manager urthe
Department designated contact person and securing prior written consent. The Contractor must
maintain confidentiality of all confidential data, fi|es, and records related to the aan/icea and
commodities provided pursuant tothe Contract and must comply with all state and federal laws,
including, but not limited [osections 381.004.8O4.29.392.85.and 458.O57.F.8.The Contractor's
confidentiality procedures must be consistent with the most recent version of the Department security
poUciea, protnuo|m, and procedures. The Contractor must also comply with any applicable professional
standards with respect LOconfidentiality ofinformation.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
Page 17 of 18
EXHIBIT
FLORIDA SPECIAL CONTRACT CONDITIONS
This Exhibit contains the Special Contrmot Conditions. Ifaconflict exists between the Special Contract
Conditions and the General Contract Conditions, the Special Contract C0DditiDnGshall take
precedence over the General Contract Conditions unless the conflicting term inthe General Contract
Conditions is required by Florida law, in which case the General Contract Conditions term will take
precedence.
Special Contract Conditions are as follows:
Section 1 Scope
All products and services offered under this addendum must be in cnrno|i8DQe with the K8aote,
Agreement scope. Failure to adhere to Master Agreement scope, may result in addendum termination
and the reimbursement of reprocurement costs in accordance to 60A-1.006 F.A.C..
Section Information Technology (IT) Standards
Pursuant tVsections 282.0051and 2O2.318'F.8..the Agency for State Technology (AST)has established
information technology standards for security, project nnanmgemoentandowmnaight. State agencies shall ensure
compliance with AST standards aoestablished in Rule Chapter 74-1 and 74-2. F.A.C. as applicable.
Section Delays and Complaints
Delivery delays and service complaints will be monitored on a continual basis. Documented inability to
perform under the conditions of the contract, via the established Complaint toVendor process (PUR
7U17fornn).may result |ndefault proceedings and cancellation.
Section Monthly Transaction Fee Report
The Contractor is required to submit monthly Transaction Fee Reports electronically through MFMP
VIP. All such reports and payments shall be subject to audit. Failure to comply with the payment of
the Transaction Fees Orreporting of transactions shall constitute grounds for declaring the Contractor
indefault and subject the Contractor tOexclusion from business with the State of Florida.
For information onhow bzsubmit Transaction Fee Reports online, please reference the detailed fee
reporting instructions and Vendor training presentations available online through MFMP U on the
K8yF|VhdaW1arbetP|acevvebsiie (located at . Assistance is also
available from the K8yF|oridoK8arketP|aoeCustomer Service Desk at
feeprooaoming@rnvfloridannerketp|ama.00nmor866-FLA-EPR[)(880'352-3776) between the hours of
8:00 AM to 6:00 PK8, Eastern Time.
Section 6 Quarterly Sales Reports
Each Contractor shall submit a sales report to the Department on a Quarterly basis.
Contract Sales Reports must include the Contractor's name, the dates of Quarter covered, each
Customer's name, services provided, and the amount paid bythe Customer.
Initiation and submission of the Contract Sales Reports are to be the responsibility of the Contractor.
The Contractor will submit the completed Sales Report forms byemail to the Department Contract
Manager nOlater than the due date indicated inSection 1O. Submission Cfthese reports iGconsidered
a material requirement ofthis Contract and the Contractor.
Page 18 of 18
Failure to provide quarterly sales reports, including those indicating nosales, within thirty (30) calendar
days following the end ofeach quarter UaDuary`April, July and October) is considered as Non -
Performance by the Contractor. Exceptions may be made if a delay in submitting reports is attributable
tocircumstances that are clearly beyond the control ofthe Contractor. The burden nfproof of
unavoidable delay shall rest with the Contractor and shall be supplied in a written form and submitted
tnthe Department.
The Department reserves the rightborequemtaddiUona|seKaminfornlaUoneonoeded.
Section Quarterly Reporting Timeframes
Quarterly reporting timeframes coincide with the State Fiscal Year as follows:
Quarter 1-Uu — Due bvOctober 1O
Quarter 2-(October-Decembeh—Due byJanuary 1O
Quarter 8-(JanVary-W4arch)—Due bvApril 1O
Quarter 4 - (April -June) — Due by July 10
Section Business Review Meetings
The Department reserves the right to schedule business review meetings as frequently as necessary.
The Department will provide the format for the Contractor's agenda. Prior tothe meeting, the
Contractor shall submit the completed agenda to the Department for review and acceptance. The
Contractor shall address the agenda items and any of the Department's additional concerns at the
meeting. Failure to comply with this section may result inthe Contractor being found in default and
contract termination.
Section 8 Contract Revisions
Notwithstanding General Contract Conditions the following types of revisions can be made to the
Contract upon written authorization bythe Department:
m. Contractor's Information and Contacts
b. Contract Manager
c. Contract Report Forms
Only the above -listed provisions can be made without aformal Contract amendment. Florida
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
Software Value Added ReoeXkar(
Pursuant to State of Arizona Uniform Terms and Conditions, Paragraph 5, ContracChanges, 5]Amendments, the above
referenced Contract shall beamended asfollows:
1. The term ofthis contract hshereby extended through April 7.2O21.
This Contract Amendment is not binding against the State of Arizona unless signed by an authorized replesentative
Contract Amendment
State of Arizona
The above referenced contract amendment is hereby
the above amendment.
executed this date by the State.
State Procurement Office
NZ04;�' 2/20/2020
100 N. 15 TH Avenue, Suite 402
Contract No.: ADSP016-130651
Stephen Neftles
Cassie Skelton - Senior Manager - Contracts
PAGE
Printed/Typed Name and Title
1 OF 1
Phoenix, AZ 85007
Amendment No.: Four (4)
CONTRACTOR:
STATE AGENCY:
SHI International Corp.
AZ Department of Administration
290 Davidson Ave.
State Procurement Office
Somerset, NJ 08873
100 N. 151h Avenue, Suite 402
Phoenix, AZ 85007
CONTACT: Alison Turner
CONTACT: Eric Bell
PHONE: 425-974-5997
PHONE: (602) 542-8921
Software Value Added ReoeXkar(
Pursuant to State of Arizona Uniform Terms and Conditions, Paragraph 5, ContracChanges, 5]Amendments, the above
referenced Contract shall beamended asfollows:
1. The term ofthis contract hshereby extended through April 7.2O21.
This Contract Amendment is not binding against the State of Arizona unless signed by an authorized replesentative
of the Contractor and then accepted in writing by an authorized representative of the State.
Contractor hereby acknowledges receipt and understanding of
The above referenced contract amendment is hereby
the above amendment.
executed this date by the State.
6� 02/03/2020
NZ04;�' 2/20/2020
Signature Date
Signature Date
Stephen Neftles
Cassie Skelton - Senior Manager - Contracts
Senior Group Manager
Printed/Typed Name and Title
Printed/Typed Name and Title
Enterprise U date Statement
Enterprise Agreement Number 01E73902
Enrollment Number 84416558
Company Name City ofSanford
\/r`| Licensing
,mU00��
|naccordance with the terms nfentity's Enterprise Agreement and Enrollment, otrue-up order must be
submitted for each Enrollment's anniversary (including at Enrollment expiration and prior to any
renewal) boaccount for License quantity increases for:
o. Qualified Desktops/Devices orQualified Users
b. Online Services (where permitted)
c. Previously ordered Additional Products
d. Products included in the Server and Cloud Enrollment or Enrollment for Core Infrastructure
o. Products included in the Enrollment for Application Platform. Products ao|eohad with the
three year true -up option must place the true -up order only upon enrollment expiration and
prior torenewal.
If entity has ordered any additional quantities since its last Enrollment anniversary, this annual true -up
order is oU|| required. Entity must submit on Enterprise Update Statement for each anniversary when
there has been no increase in required License quantities as described above.
9 In checking this box, entity confirms that under the above referenced EnruUment, there has been
no increase in the number ofrequired Licenses not already ordered in a prior placed True Up
Orders. Entity understands that it is the responsibility of the entity to ensure that all licenses
installed are used according to the Enterprise Agreement and Enrollment referenced above.
Select applicable year for this Update statement: 3
* indicates required fields
q Page 1m1
M_
�crosoft
mowMoSAnwnmer
Agreement number 01E73902
\/r`| Licensing
vm����
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the
associated active number be indicated here, or listed below as new.
For the purposes of this form. "Customer' can mean the signing entity. Enrolled Affiliate,
Government Partner, Institution, or other party entering into a volume licensing program agreement.
This signature form and all contract documents identified in the table below are entered into between
the Customer and the Microsoft Affiliate signing, as of the effective date identified below.
By signing baAow. Customer and the Microsoft Affiliate agree that both parties (1) have reoeived, read
and understand the above contract dnoummnta, including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
Name ofEntity (must
Signature*
Printed First and Last Name* N;@Ws���
Printed Title C \ O\ck10 C -I oL
Signature Date* �2:>//i / /] /
' ' ''�"
Tax ID
° indicates required field
Microsoft Corporation
Signature
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Agreement Effective Date
(may m:different than Microsoft's signature date)
Lamm)E,oRA, wu(Ews)(moy2mcu Page Imo
Document X20-12883
Optional 2nd Customer signature or Outsourcer signature (if applicable)
Name mfEntity (must belegal entity name)*
Printed First and Last Name*
Printed Title
Signature Date*
° indicates required field
Name ofEntity (must be legal entity mame)*
Printed First and Last Name*
Printed Title
Signature Date*
° indicates required field
If Customer nmluinaa additional contacts or is reporting multiple previous Ennd}menta, include the
appropriate fnnn(o)with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer's
channel partner or Microsoft account manager, who must submit them to the following address, When
the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Corporation
Dept. 5S1.Volume Licensing
G8OOSierra Center Parkway
Reno, Nevada 89511
Document X20-12883
M^
�crosoft
Amendment to Contract Documents
Enrollment Number
5-0000006377847
This amendment ("Amendment")iaentered into between the parties identified on the attached program
signature form. Kamends the Enrollment cnAgreement identified above. All terms used but not defined
in this Amendment will have the same meanings provided in that Enrollment or Agreement.
Enterprise nroY\menf(indirect)
Invoice for Quoted Price
The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission
dote. Microsoft will invoice Enrolled Affiliate's Reseller based onthis fixed price quote. |fthis order ie
submitted later than the estimated order submission doUa. Enrolled Affiliate's Reseller will be charged
for net new Monthly Subscriptions (including Online Services) for the period during which these services
were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled
Affiliate's Reseller.
SKU Number
SKU Description
Existing Quantity
Incremental
quantities
Gov
Except for changes made bythis Amendment, the Enrollment orAgreement identified above remains
unchanged and infull force and effect. Ifthere isany conflict between any provision inthis Amendment
and any provision in the Enrollment or Agreement identified above, this Amendment shall control.
IThis Amendment must be attached to a signature form to be valid.
Microsoft Internal Use Only:
mnendmentAppv4.o
page1ofu
AmendmentApp v4.0 M97 B
Page 2 of 2
I!���M~ �~�.
��
Previous E || ment(s)/Agreement(s) Form
Entity Name: City ofSanford
Contract that this form is attached to: State Local Government
For the purposes of this form. "entity" can mean the signing enthy, Customer, Enrolled /#fihaha
Government Partner, Institution, or other party entering into a volume licensing program agreement.
Please provide a description of the previous Enrollment(s), AQreement(a), Purchasing Acoount(n,
and/or Affiliate RagiotraUon(s) being renewed orconsolidated into the new contract identified above.
a. Entity may select below any previous contract(s) from which to transfer IVISDN subscribers
to this new contract. Entity shall ensure that each IVISDN subscriber transferred in either
properly licensed under the new contract orisremoved.
b. Entity may select ba|ovv only one previous contract from which to transfer the Software
Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the
program codes, tnthis new contract.
o. An Open License cannot be used to transfer either the SA Benefit details or PNSDN
subscribers.
d' The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services
will be the effective date of the new contract (or SA coverage period for Select Plus).
e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online
9) Page 1m1
Document X20-12873
Enterprise Enrollment Product Selection Form
Proposal ID
1030527,003
Language: English (United States)
Microsoft I Volume Licensing
Enrollment Number
F -
Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order:
Enterprise Quantity
Qualified
Office Professional Plus 460
Device / User
Core CAL
CAL Licensing
Profile
Windows Enterprise OS Upgrade 460
Qualified Users
Win E3 + Win E5 +
Enterprise Product Platform
Office 365 ProPlus + Office
Office 365 (Plans El, E3
Devices
Win VDA +
Ratio
365 (Plans E3 and E5) +
Model
Enterprise
460
550
0.8
Yes
User Licenses
Products
Enterprise Quantity
Office Professional Plus
Office Professional Plus 460
Client Access License (CAL)
Core CAL
Core CAL 550
Windows Desktop
Windows Enterprise OS Upgrade 460
Enrolled Affiliate's Product Quantities:
Price Group
1
2
3
4
Enterprise Products
Office Professional Plus +
Client Access License +
Client Access
Win E3 + Win E5 +
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set
Office 365 ProPlus + Office
Office 365 (Plans El, E3
License + Windows
Win VDA +
365 (Plans E3 and E5) +
and E5) + Microsoft 365
Intune + EMS USL +
Microsoft 365
Microsoft 365 Enterprise
Enterprise
Microsoft 365
Enterprise
Enterprise
Quantity
460
550
550
460
Enrolled Affiliate's Price Level:
Product Offering / Pool
Price Level
Enterprise Products and Enterprise Online Services USI -s: Unless otherwise indicated in associated contract
documents, Price level set using the highest quantity from Groups I through 4.
D
Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level
set using quantity from Group 1.
D
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set
using the highest quantity from Group 2 or 3.
D
Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set
using quantity from Group 4.
D
Page 1 of 2
EA-EASProdSelForm(WW)(ENG) IVIS Quote
Enterprise Enrollment Product Selection Form
Microsoft I Volume Licensing
NOTES
Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described
above, based upon the quantity to price level mapping below:
Quantity of Licenses and Software Assurance
Price Level
2,399 and below
A
2,400 to 5,999
B
6,000 to 14,999
C
15,000 and above
D
Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these
may be purchased.
Note 2: Unless otherwise indicated in associated Agreement documents, the CAL selection must be the same across the Enterprise for
each Profile.
Note 3: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade, Enrolled
Affiliate must certify that it has acquired qualifying operating system licenses. The requirement applies to Windows Enterprise OS
Upgrade,See Product Terms for details.
Note 4: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool,
the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying
Government Entity Addendum pricing provision for more details on price leveling.
EA-EASProdSe1Form(WW)(ENG)
Page 2 of 2
MS Quote