HomeMy WebLinkAboutR-2020-006 City Authorizing Various Departments to Utilize Dell Marketing LP under the State of FL Contract No. 43211500-WSCA-15-ACS ending March 31, 2020 and to exceed the City's Annual Threshold RESOLUTION 2020-006
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING VARIOUS DEPARTMENTS TO
UTILIZE DELL MARKETING LP UNDER THE STATE OF FLORIDA
CONTRACT NO. 43211500-WSCA-I5-ACS ENDING MARCH 31, 2020 AND
TO EXCEED THE CITY'S ANNUAL VENDOR THRESHOLD TOTAL
AMOUNT OF TWENTY FIVE THOUSAND DOLLARS ($25,000.00) FOR
THE TERM OF THE CONTRACT; AUTHORIZING SUCH PURCHASES
THAT ARE MADE WITHIN THE RESPECTIVE DEPARTMENTS'
APPROVED ANNUAL BUDGET APPROPRIATIONS; PROVIDING FOR
CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Charter of the City of Dania Beach, Part III, Article 3, Section 4,
Subsection 0), authorizes the City Manager to purchase supplies, services, equipment and
materials for the City government in amounts in excess of the established monetary threshold
without competitive bidding and without advertisement for bids if she is authorized to do so in
advance by a resolution adopted by the City Commission, if such purchases are made pursuant to
a competitive bid obtained within the last eighteen (18) months by other governmental agencies
such as the federal government, State of Florida or the Florida county or municipality; and
WHEREAS, the Dania Beach Code of Ordinances, Chapter 2, Article 1, Section 2-10,
"Monetary thresholds for certain purchases and payment disbursement authorizations",
Subsection(a), sets the monetary threshold at $25,000.00 for a vendor each fiscal year; and
WHEREAS, the Finance Department and various departments require computer
equipment, peripherals, and related services during the term of contract, which may exceed the
annual Twenty Five Thousand Dollars ($25,000.00) City purchase threshold for a single vendor
and, therefore, requires Commission approval; and
WHEREAS, the City wishes to utilize the State of Florida Contract Number 43211500-
WSCA-I5-ACS, ending March 31, 2020, attached as Exhibit"A"; and
WHEREAS, the Finance Director has determined that the computer equipment,
peripherals, and related services can be obtained at the least cost to the City, without competitive
bidding and without advertisement for bids, from Dell Marketing LP under its existing contract
number 43211500-WSCA-I5-ACS with the State of Florida, a copy of which is made a part of
and incorporated into this Resolution by this reference.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH,FLORIDA:
Section 1. That the above "Whereas" clauses are ratified and confirmed, and they are
made a part of and incorporated into this Resolution by this reference.
Section 2. That the City Commission authorizes execution of the necessary documents
for the purchase of computer equipment, peripherals, and related services under its existing
contract number 43211500-WSCA-I5-ACS with the State of Florida, ending March 31, 2020,
attached as "Exhibit A".
Section 3. That all purchases made from Dell Marketing LP shall be subject to
approved annual budget appropriations and in accordance with the City's procurement policies,
and are authorized to exceed the annual amount of Twenty-Five Thousand Dollars ($25,000.00)
purchase threshold for a single vendor.
Section 4. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 5. That this Resolution shall become effective upon its passage and adoption.
PASSED and ADOPTED on January 14, 2020.
ATTEST:
o y
THOMAS SCHNEIDER, CMC LO L LLEN
CITY CLERK '�► a MAYOR
q�[1SHE'���
APPROVED AS TO AND CORRECTNESS:
THOMAS J. ANSBRO
CITY ATTORNEY
2 RESOLUTION#2020-006
AMENDMENT NO.: 1 - Renewal
PARTICIPATING ADDENDUM
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Master Agreement No: MNWNC-101
Dell Marketing LP
And
The State of Florida
Alternate Contract Source No.43211500-WSCA-15-ACS
This Amendment ("Amendment") effective April 1, 2017, to the Computer Equipment,
Peripherals, & Services Contract No. 43211500-WSCA-15-ACS ("Contract"), between the State
of Florida, Department of Management Services ("Department") and Dell Marketing LP
("Contractor") are collectively referred to herein as the "Parties."All capitalized terms used
herein shall have the meaning assigned to them in the Participating Addendum unless
otherwise defined herein.
Contract Renewal. The Department hereby executes its renewal option for a three (3) year
period pursuant to Section 287.057(13), Florida Statutes. The new contract expiration date is
March 31, 2020.
I. Transaction Fees. The State of Florida, through the Department of Management Services,
has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section
287.057(22), Florida Statutes. All payments issued by Customers to registered Vendors for
purchases of commodities or 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 to
audit. Failure to comply with the payment of the 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.
II. Public Records. The Participating Addendum is amended to add the following:
If, under this Contract, the Contractor is providing services and is acting on behalf of a public
agency as provided by section 119.0701(2)(b), F.S., the Contractor shall:
(a) Keep and maintain public records required by the public agency to perform the service.
(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 a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S.,
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 for the duration of the
contract term and following 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.
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 CONTRACT MANAGER.
III. Annual Appropriation. The Participating Addendum is amended to add the following:
Pursuant to section 287.0582, F.S., if the ACS binds the State or an 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 ACS is contingent upon an annual
appropriation by the Legislature.
IV. Cooperation with the Inspector General. Pursuant to subsection 20.055(5), F.S.,
Contractor, and any subcontractor to the Contractor, understand and will comply with their duty
to cooperate with the Inspector General in any investigation, audit, inspection, review, or
hearing. Upon request of the Inspector General or any other authorized State official, the
Contractor must provide any type of information the Inspector General deems relevant to the
Contractor's integrity or responsibility. Such information may include, but will not be limited to,
the Contractor's business or financial records, documents, or files of any type or form that refer
to or relate to the Contract. The Contractor 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: http://dos.myflorida.com/library-
archives/records-management/general-records-schedulesn, whichever is longer. The
Contractor agrees to reimburse 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 of Florida 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.
V. 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.
VI. Warrant of Authority. Each person signing this Amendment warrants that he or she is duly
authorized to do so and to bind the respective party.
VII. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained
in the Contract shall continue in full force and effect.
Contractor Participating Addendum Contact
Name Katherine Duna
Address One Dell Way, Mail Stop RR 1-33, Round Rock, Texas 78682
Telephone 512-723-0818
Fax 512-283-9092
E-mail I Katherine Duna Dell.com
Page 2 of 3
Participatinaa State Contact
Name Jeremy Williams
Address Florida Department of Management Savices
4050 Esplanade Way,Suite 360,Tallahassee FL 32399-0950
Telephone 850-414-6740
Fax 850-414-8331
E-mail erem .Willi ms .m odda.com
State of Florida, Dell Marketing LP
Department of Mann ent Services .
13y: By: � �.......
Name: Erin Rock Name:r 1 .
Title: Chief of Staff Title: **%�U ttie. s MVwVL%&-V .
Date: " /7 Dame:
Page 3 of 3
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No:MNWNC-108
Dell Marketing,L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No.43211500-WSCA-15-ACS
Page 1 of 11
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
by that state's statutes to utilize cooperative agreements,upon written approval of the State's chief
procurement official.
The Master Agreement for computer equipment(desktops, laptops,tablets,servers,and storage,and
ruggedized devices,including related peripherals&services)identifies the product bands awarded to
the Contractor.
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
allows for purchase of computer equipment from the Master Agreement.This Addendum shall not
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.
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
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
c. Exhibit 1,Minnesota NASPO ValuePoint Master Agreement No.MNWNC-108.
Contractor Modifications or Additions to terms and conditions. Notwithstanding any term to the
contrary in Exhibit 2:
a. Returns and Exchanges. Additional fees,including up to a 15%restocking fee,may apply. Dell will
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT'
Administered by the State of Minnesota
Master Agreement No:MNWNC-108
Dell Marketing,L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No.43211500-WSCA-15-ACS
Page 2 of 11
notify eligible user if such fees apply upon receipt of return request.
b. Software Licensing. The terms of the Master Agreement shall be the controlling terms with respect
to Software licensing.
c. Payment. Eligible User will make every effort to notify the Contractor within thirty(30)calendar
days following delivery of non-acceptance of a Product or completion of Service. In the event that
the Contractor has not been notified within 30 calendar days from delivery of Product or
completion of Service,the Product and Services will be deemed accepted on the 31st day after
delivery of Product or completion of Services.
d. Subcontracting. Contractor may retain subcontractors from time to time in the ordinary course of
business to perform imaging or Custom Factory Integration,warranty, break/fix,administrative and
back office services,provided that such subcontractors will not have access to Eligible User's
confidential data(other than billing and contact information)and provided that Contractor shall
remain responsible for the performance of its obligations under this Addendum.
e. Delivery. F.O.B.Destination. Title and risk of loss pass to customer upon delivery. Dell standard 3-5
day ground shipping and handling will be paid for by Contractor. There may be additional fees for
custom shipping or delivery requests,including but not limited to inside delivery,which will be
quoted to customer upon request.
5. 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. 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:
a. PUR 1000 Form:,General Contract Conditions,is attached hereto and incorporated herein
as Exhibit 2
b. Discriminatory Vendors.A vendor placed on the discriminatory vendor list pursuant to
section 287.134 of the Florida Statutes may not be awarded or perform work as a
contractor,supplier,sub-contractor,or consultant under a contract with any public entity;
or transact business with any public entity.
c. Effective Date:This Addendum shall become effective on the last date signed below and is
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No:MNWNC-108
Dell Marketing,L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No.43211500-WSCA-15-ACS
Page 3 of 11
coterminous with Exhibit 1,unless terminated earlier by the Participating State.
d. Vendor Registration and Transaction Fees: In order to complete any transaction 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 MvFloridaMarketPlace.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. This fee amount will be adjusted to the Contractor's Master Agreement pricing and
not invoiced or charged to the Eligible User.
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-15-ACS. Use of a purchasing-card is permitted at the time
of order placement only,and not permitted for payment of invoices issued by Contractor.
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 business,including
those of federal,State,and local agencies having jurisdiction and authority. By way of non-
exhaustive example,Chapter 287 of the Florida Statutes and 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 origin,handicap,marital status,or veteran's status.
Violation of any laws, rules,codes,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 a
separate agreement with the Contractor and capturing that additional contract language
therein.
h. Provisions of section 287.058, Florida Statutes:The provisions of section 287.058(1)(a)-(c)
and(g),Florida Statutes,are hereby incorporated by reference.
L 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 Addendum,
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No:MNWNC-108
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No.43211500-WSCA-I5-ACS
Page 4 of it
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 unilaterally terminate
this Addendum if the Contractor refuses to allow public access as 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 orderto 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.
(4) Meet all requirements for retaining public records and transfer,at no cost,to the
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 Department.
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.
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.
C. Intellectual Property:The parties do not anticipate that any intellectual property will be developed
as a result of this Addendum. However,unless specified otherwise in the Statement of Work
entered into by Dell and the Eligible User,the rights,title and interest in any deliverables or
intellectual property developed as a result of this Addendum shall be subject to the terms of
Section 30 of the Master Agreement
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No:MNWNC-108
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No.43211500-WSCA-15-ACS
Page 5 of 11
D. Employment Eligibility Verification:Pursuant to State of Florida Executive Orders Nos.:11-02 and
11-116,Contractor is required to utilize the U.S.Department of Homeland Security's E-Verify
system to verify the employment of all new employees hired by the Contractor during the 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.
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.
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 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 under this Participating Addendum referencing Alternate
Contract Source No.43211500-WSCA-15-ACS 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 and this Addendum unless the parties to the Order agree
in writing that another contract or agreement applies to such Order.
1. The Contractor agrees to meet the following requirements:
a. Provide appropriate contact information for eligible users to use for product and/or service
inquiries and purchases,as well as,the most up-to-date product/service offering the
Contractor is authorized to provide in accordance with the Master Agreement;and
b. If orders are to be sent to resellers/partners for fulfillment then the Contractor is
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No:MNWNC-108
Dell Marketing,L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No.43211500-WSCA-15-ACS
Page 6 of 11
responsible for providing and updating this list of authorized resellers/partners for use to
the Participating State/Entity.
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 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.
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.
For the purposes of this section,the Contractor warrants and represents that it is authorized and
empowered to and hereby grants the State and the third party provider of MFMP,a state
contractor,the right and license to use, reproduce,transmit,distribute,and publicly display within
the system the information outlined above.In addition,the Contractor warrants and represents
that it is authorized and empowered to and hereby grants the State and the third party provider
the right and license to reproduce and display within the system the Contractor's trademarks,
system marks,logos,trade dress,or other branding designation that identifies the products made
available by the Contractor under the contract.
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No:MNWNC-108
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No.43211500-WSCA-15-ACS
Page 7 of it
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 Standard Report
Format and with the Data Elements,described below,electronically to the Participating
State/Entity within 30 days of the end of the quarter.The Contractor will cooperate with
Participating State/Entity to accommodate reasonable requests for additional reports within 30
days written notice of such request,provided such additional reports are within Contractor's
standard reporting capabilities with respect to data elements and format("Contractor Standard
Reports"). Custom reports not within Contractor's standard reporting capabilities may be available
upon request for a reasonable fee to be quoted upon Contractor's review of the request.Failure to
provide the Quarterly Report or other Contractor Standard Reports reasonably 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
contract quarters,the Participating State/Entity may terminate this Addendum.
Standard Report Format and Data Elements: Contractor shall report detailed sales data under this
Participating Addendum in the format as required under the Master Agreement. Data elements
on such report include:
• State;
• Entity/customer type,e.g.,local government, higher education,K12, non-profit;
• Purchasing Entity name;
• Purchasing Entity bill-to and ship-to locations;
• Purchasing Entity and Contractor Purchase Order identifier/number(s);
• Purchase Order Type(e.g.,sales order,credit,return,upgrade,determined by industry
practices);
• Purchase Order date;
• Ship Date;and
• Line item description,including product number if used.The report shall be submitted.
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No:MNWNC-108
Dell Marketing,L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No.43211500-WSCA-15-ACS
Page 8 of 11
Reports shall be delivered to the Participating State/Entity electronically through email;CD-Rom,
jump drive or other electronic matter as determined by the Participating State/Entity.
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 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
supporting its diverse business industry and population through ensuring participation by minority-,
women-,wartime-,and service-disabled veteran business enterprises in the economic life of the
State.The State of Florida Mentor Protege Program connects minority-,women-,wartime-,and
service-disabled veteran business enterprises with private corporations for business development
mentoring.We strongly encourage firms doing business with the State of Florida to consider this
initiative. For more information on the Mentor Protege Program, please contact the Office of
Supplier Diversity at(850)487-0915 or osdhelp@dms.myflofida.com.
Upon request,the Contractor shall report to the Office of Supplier Diversity spend with certified
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.
L. Resellers/Partners:The Contractor may use resellers/agents 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 Agreement and
this Addendum.The Contractor shall make all determinations about which entities in the State of
Florida that the Contractor authorized reseller/agent may support. The Contractors
resellers/agents'participation will be in accordance with the terms and conditions set forth in the
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No:MNWNC-108
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No.43211500-WSCA-15-ACS
Page 9of11
aforementioned Master Agreement and this Addendum.If a reseller/agent is authorized to conduct
business on behalf of the Contractor and the reseller/agent is to receive compensation from the
Contractor for its services,then any dispute between the Contractor and the reseller/agent shall be
resolved between the Contractor and the reseller/agent.The State of Florida is not a party to any
agreement entered into between the Contractor and its resellers/agents.The Contractor shall be
responsible to report all contract sales(and pay any associated MFMP transaction fees),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)
• Registered in the MFMP Vendor Information Portal
(https://vendor.mvfloridamarketplace.com)
• Not be on the State of Florida's Convicted,Suspended,or Discriminatory lists
http://www.dms.mvflorida.com/business operations/State purchasing/vendor informatio
n/convicted suspended discriminatory complaints vendor lists
• Have a copy of e-Verify Status on file
• Have a current W-9 filed with the Florida Department of Financial Services
(httvs://flvendor.mvfloridacfo.com)
Contractor authorized Resellers shall provide quotes,accept purchase orders,and accept payment
from entities ordering under this Participating Addendum.
Contractor authorized Agents are authorized to provide quotes,sales assistance,configuration
guidance and ordering support for hardware,software and services available this Participating
Addendum.Contractor authorized Agents ARE NOT authorized to accept orders,purchase orders or
payment from entities ordering under this Participating Addendum.
M. Primary Contacts:The primary government contact individuals for this Addendum are as follows(or
their named successors):
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No:MNWNC-108
Dell Marketing,L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No.43211500-WSCA-15-ACS
Page 10 of 11
Contractor
Name Katherine Dunay
Address Dell Marketing, L.P.
One Dell Way,Mailstop RR1-33Round Rock,TX 78682
Telephone 512-728-4805
E-mail Katherine Dunav@dell.com
Participating Entity
Name Jerilyn Bailey
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
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.
6. Lease Agreements.Leasing is allowed under this Master Agreement pursuant to Paragraph 39 of the
PUR1000,and the separately negotiated Dell Financial Services L.L.C.Master Lease Agreement for
those entities utilizing this Participating Addendum who are authorized to enter into lease agreements
under applicable law. Any assignment by an eligible user of its purchase order to a third-party
financing company(other than Dell Financial Services,LLC)must be approved in advance in writing by
Contractor,and in no case shall any such approval excuse eligible user from its obligations hereunder.
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.
IN WITNESS WHEREOF,the parties have executed this Addendum as of the date of execution by Contractor
below.
PARTICIPATING ADDENDUM
to the
NASPO ValuePoint Cooperative Procurement Program
COMPUTER EQUIPMENT MASTER AGREEMENT
Administered by the State of Minnesota
Master Agreement No:MNWNC-108
Dell Marketing, L.P.
And
The State of Florida
Dell Contract Code WN08AGW
Alternate Contract Source No.43211500-WSCA-15-ACS
Page 11 of 11
Participating State: Contractor:
Florida A Dell Marketing LP
By: / By:
Name: T , n _ Name:
Lauren D.Newberry
Title: Title:
Contracts Consultant
Date: Date: 8/W2015
Flo ida Chie Procu nt Officer:
Name:
Roz Ingram
Title:
Director of State Purchasing and
Chief Prqcuiemeot Officer
Date: Wm\s
P
Please email fully executed PDF copy of this document to PA@naspovalueooint.ors to support
documentation of participation and posting in appropriate data bases.
Exhibit 2
43211500-WSCA-15-ACS,Computer Equipment
State of Florida
PUR 1000
General Contract Conditions
Contents
1. Definitions.
2. Purchase Orders.
3. Product Version.
4. Price Changes Applicable only to Term Contracts.
5.Additional Quantities.
6. Packaging.
7. Inspection at Contractor's Site.
8.Safety Standards.
9.Americans with Disabilities Act.
10.Literature.
11.Transportation and Delivery.
12. Installation.
13. Risk of Loss.
14.Transaction Fee.
15. Invoicing and Payment.
16.Taxes.
17.Governmental Restrictions.
18. Lobbying and Integrity.
19. Indemnification.
20.Limitation of Liability.
21.Suspension of Work.
22.Termination for Convenience.
23.Termination for Cause.
24. Force Majeure, Notice of Delay,and No Damages for Delay.
25.Changes.
26. Renewal.
27.Purchase Order Duration.
28.Advertising.
29.Assignment.
30.Antitrust Assignment
31.Dispute Resolution.
32. Employees,Subcontractors,and Agents.
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).
41. Products Available from the Blind or Other Handicapped.
42.Modification of Terms.
43.Cooperative Purchasing.
PUR 1000(10/6) 1
60A-1-002, F.A.C.
Exhibit 2
43211500-WSCA-I5-ACS,Computer Equipment
44.Waiver.
45.Annual Appropriations.
46. Execution in Counterparts.
47.Severability.
1. Definitions.The definitions contained in s. 60A-1.001, F.A.C. shall apply to this agreement.The following additional
terms are also defined:
(a) "Contract" means the legally enforceable agreement that results from a successful solicitation. The parties to the
Contract will be the Customer and Contractor.
(b) "Customer" means the State agency or other entity identified in a contract as the party to receive commodities or
contractual services pursuant to a contract or that orders commodities or contractual services via purchase order or
other contractual instrument from the Contractor under the Contract. The "Customer" may also be the "Buyer" as
defined in the PU R 1001 if it meets the definition of both terms.
(c) "Product" means any deliverable under the Contract, which may include commodities, services, technology or
software.
(d) "Purchase order" means the form or format a Customer uses to make a purchase under the Contract (e.g., a
formal written purchase order,electronic purchase order,procurement card,contract or other authorized means).
2. Purchase Orders. In contracts where commodities or services are ordered by the Customer via purchase order,
Contractor shall not deliver or furnish products until a Customer transmits a purchase order. All purchase orders shall
bear the Contract or solicitation number, shall be placed by the Customer directly with the Contractor, and shall be
deemed to incorporate by reference the Contract and solicitation terms and conditions.Any discrepancy between the
Contract terms and the terms stated on the Contractor's order form, confirmation, or acknowledgement shall be
resolved in favor of terms most favorable to the Customer. A purchase order for services within the ambit of section
287.058(1)of the Florida Statutes shall be deemed to incorporate by reference the requirements of subparagraphs(a)
through (f) thereof. Customers shall designate a contract manager and a contract administrator as required by
subsections 287.057(15)and(16)of the Florida Statutes.
3. Product Version. Purchase orders shall be deemed to reference a manufacturer's most recently release model or
version of the product at the time of the order,unless the Customer specifically requests in writing an earlier model or
version and the contractor is willing to provide such model or version.
4. Price Changes Applicable only to Term Contracts. If this is a term contract for commodities or services, the
following provisions apply.
(a) Quantity Discounts. Contractors are urged to offer additional discounts for one time delivery of large single orders.
Customers should seek to negotiate additional price concessions on quantity purchases of any products offered under
the Contract.State Customers shall document their files accordingly.
(b) Best Pricing Offer.-DUFiRe_the GeRtFaet te.e, of the r...t..me. L.ene....en im es a.ette. ., ecce..a w.. the
redesed-ethe laweF PFiG . This section is not applicable in accordance with Section 5(E) of the Participating
PUR 1000(10/6) 2
60A-1-002,F.A.C.
Exhibit 2
43211500-WSCA-15-ACS,Computer Equipment
Addendum.
(c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market
conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. A
Contractor shall submit to the Contract Specialist documentation identifying the proposed (1) starting and ending
dates of the promotion, (2) products involved, and (3) promotional prices compared to then-authorized prices.
Promotional prices shall be available to all Customers. Upon approval,the Contractor shall provide conspicuous notice
of the promotion.
(d) Trade-in. Customers may trade-in equipment when making purchases from the Contract. A trade-in shall be
negotiated between the Customer and the Contractor. Customers are obligated to actively seek current fair market
value when trading equipment,and to keep accurate records of the process. For State agencies, it may be necessary to
provide documentation to the Department of Financial Services and to the agency property custodian pursuant to
Chapter 273,F.S.
(e) Equitable Adiustment. The Customer may, in its sole discretion, make an equitable adjustment in the Contract
terms or pricing if pricing or availability of supply is affected by extreme and unforeseen volatility in the marketplace,
that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to causes wholly beyond the
Contractor's control, (2) the volatility affects the marketplace or industry, not just the particular Contract source of
supply, (3)the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor
that continued performance of the Contract would result in a substantial loss.
5.Additional Quantities. For a period not exceeding ninety(90)days from the date of solicitation award,the Customer
reserves the right to acquire additional quantities up to the amount shown on the solicitation but not to exceed the
threshold for Category Two at the prices submitted in the response to the solicitation.
6. Packaging. Tangible product shall be securely and properly packed for shipment, storage, and stocking in
appropriate, clearly labeled,shipping containers and according to accepted commercial practice,without extra charge
for packing materials, cases, or other types of containers. All containers and packaging shall become and remain
Customer's property.
7.Inspection at Contractors Site.The Customer reserves the right to inspect,at any reasonable time with prior notice,
the equipment or product or plant or other facilities of a Contractor to assess conformity with Contract requirements
and to determine whether they are adequate and suitable for proper and effective Contract performance.
8.Safety Standards.All manufactured items and fabricated assemblies subject to operation under pressure, operation
by connection to an electric source, or operation involving connection to a manufactured, natural, or LP gas source
shall be constructed and approved in a manner acceptable to the appropriate State inspector. Acceptability
customarily requires, at a minimum, identification marking of the appropriate safety standard organization, where
such approvals of listings have been established for the type of device offered and furnished, for example: the
American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories and/or National
Electrical Manufacturers' Association for electrically operated assemblies; and the American Gas Association for gas-
operated assemblies. In addition, all items furnished shall meet all applicable requirements of the Occupational Safety
and Health Act and state and federal requirements relating to clean air and water pollution.
9. Americans with Disabilities Act. Contractors should identify any products that may be used or adapted for use by
visually, hearing,or other physically impaired individuals.
PUR 1000(10/6) 3
60A-1-002,F.A.C.
Exhibit 2
43211500-WSCA-15-ACS,Computer Equipment
10. literature. Upon request, the Contractor shall furnish literature reasonably related to the product offered, for
example,user manuals, price schedules,catalogs,descriptive brochures,etc.
11.Transportation and Delivery. Prices shall include all charges for packing, handling,freight, distribution, and inside
delivery. Transportation of goods shall be FOB Destination to any point within thirty (30) days after the Customer
places an Order. A Contractor, within five (5) days after receiving a purchase order, shall notify the Customer of any
potential delivery delays. Evidence of inability or intentional delays shall be cause for Contract cancellation and
Contractor suspension.
12. Installation.Where installation is required,Contractor shall be responsible for placing and installing the product in
the required locations at no additional charge, unless otherwise designated on the Contract or purchase order.
Contractor's authorized product and price list shall clearly and separately identify any additional installation charges.
All materials used in the installation shall be of good quality and shall be free of defects that would diminish the
appearance of the product or render it structurally or operationally unsound. Installation includes the furnishing of any
equipment, rigging, and materials required to install or replace the product in the proper location. Contractor shall
protect the site from damage and shall repair damages or injury caused during installation by Contractor or its
employees or agents. If any alteration, dismantling,excavation,etc., is required to achieve installation,the Contractor
shall promptly restore the structure or site to its original condition. Contractor shall perform installation work so as to
cause the least inconvenience and interference with Customers and with proper consideration of others on site. Upon
completion of the installation, the location and surrounding area of work shall be left clean and in a neat and
unobstructed condition,with everything in satisfactory repair and order.
13.Risk of Loss. Matters of inspection and acceptance are addressed in s. 215.422, F.S. Until acceptance, risk of loss or
damage shall remain with the Contractor. The Contractor shall be responsible for filing, processing, and collecting all
damage claims. To assist the Contractor with damage claims, the Customer shall: record any evidence of visible
damage on all copies of the delivering carrier's Bill of Lading; report damages to the carrier and the Contractor, and
provide the Contractor with a copy of the carrier's Bill of Lading and damage inspection report. When a Customer
rejects a product, Contractor shall remove it from the premises within ten days after notification or rejection. Upon
rejection notification,the risk of loss of rejected or non-conforming product shall remain with the Contractor. Rejected
product not removed by the Contractor within ten days shall be deemed abandoned by the Contractor, and the
Customer shall have the right to dispose of it as its own property. Contractor shall reimburse the Customer for costs
and expenses incurred in storing or effecting removal or disposition of rejected product.
14. Transaction Fee. The State of Florida has instituted MyFlorida M arketP lace, a statewide eProcurement System
("System"). Pursuant to section 287.057(23), Florida Statutes(2002), all payments shall be assessed a Transaction Fee
of one percent(1.0%),which the Contractor shall pay to the State,unless exempt pursuant to 60A-1.032,F.A.C.
For payments within the State accounting system (FLAIR or its successor),the Transaction Fee shall,when possible, be
automatically deducted from payments to the Contractor. If automatic deduction is not possible,the Contractor shall
pay the Transaction Fee pursuant to Rule 60A-1.031(2), F.A.C. By submission of these reports and corresponding
payments,Contractor certifies their correctness.All such reports and payments shall be subject to audit by the State or
its designee.
Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase of any item(s) if such
item(s) are returned to the Contractor through no fault, act, or omission of the Contractor. Notwithstanding the
foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the
Contractor's failure to perform or comply with specifications or requirements of the agreement.
P U R 1000(10/6) 4
60A-1-002,F.A.C.
Exhibit 2
43211500-WSCA-15-ACS,Computer Equipment
Failure to comply with these requirements shall constitute grounds for declaring the Contractor in default and
recovering reprocurement costs from the Contractor in addition to all outstanding fees. CONTRACTORS DELINQUENT
IN PAYING TRANSACTION FEES MAY BE SUBJECT TO BEING REMOVED FROM THE DEPARTMENT OF MANAGEMENT
SERVICES'VENDOR LIST AS PROVIDED IN RULE 60A 1.006,F.A.C.
15. Invoicing and Payment. Invoices shall contain the Contract number, purchase order number if applicable, and the
appropriate vendor identification number. The State may require any other information from the Contractor that the
State deems necessary to verify any purchase order placed under the Contract.
At the State's option, Contractors may be required to invoice electronically pursuant to guidelines of the Department
of Management Services. Current guidelines require that Contractor supply electronic invoices in lieu of paper-based
invoices for those transactions processed through the system. Electronic invoices shall be submitted to the Customer
through the Ariba Supplier Network(ASN) in one of the following mechanisms—EDI 810, cXML, or web-based invoice
entry within the ASN.
Payment shall be made in accordance with sections 215.422 and 287.0585 of the Florida Statutes,which govern time
limits for payment of invoices. Invoices that must be returned to a Contractor due to preparation errors will result in a
delay in payment.Contractors may call(850)413-7269 Monday through Friday to inquire about the status of payments
by State Agencies. The Customer is responsible for all payments under the Contract. A Customer's failure to pay, or
delay in payment,shall not constitute a breach of the Contract and shall not relieve the Contractor of its obligations to
the Department or to other Customers.
16.Taxes.The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property.The
State will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees'
wages. Any exceptions to this paragraph shall be explicitly noted by the Customer in the special contract conditions
section of the solicitation or in the Contract or purchase order.
17.Governmental Restrictions. If the Contractor believes that any governmental restrictions have been imposed that
require alteration of the material, quality, workmanship or performance of the products offered under the Contract,
the Contractor shall immediately notify the Customer in writing, indicating the specific restriction. The Customer
reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further
expense to the Customer.
18. Lobbying and Integrity. Customers shall ensure compliance with Section 11.062, FS and Section 216.347, FS. The
Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly (1) offer,
confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee's
decision, opinion, recommendation,vote,other exercise of discretion, or violation of a known legal duty, or(2) offer,
give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State officer or
employee. For purposes of clause(2),"gratuity"means any payment of more than nominal monetary value in the form
of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services,
employment, or contracts of any kind . Upon request of the Customer's Inspector General, or other authorized State
official,the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's
integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or
financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor shall
retain such records for the longer of(1)three years after the expiration of the Contract or(2)the period required by
the General Records Schedules maintained by the Florida Department of State (available at:
http://dlis.dos.state.fl.us/barm/eenschedules/eensched.htm). The Contractor agrees to reimburse the State for the
reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations
PUR 1000(10/6) 5
60A-1-002, F.A.C.
Exhibit 2
43211500-WSCA-I5-ACS,Computer Equipment
of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State
which results in the suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to:
salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees.
The Contractor shall not be responsible for any costs of investigations that do not result in the Contractor's suspension
or debarment.
19. Indemnification. The Contractor shall be fully liable for the actions of its agents, employees, partners, or
subcontractors and shall fully indemnify, defend, and hold harmless the State and Customers, and their officers,
agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys'
fees,arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused
in whole or in part by Contractor, its agents, employees, partners, or subcontractors, provided, however, that the
Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or
omission of the State or a Customer.
Further, the Contractor shall fully indemnify, defend, and hold harmless the State and Customers from any suits,
actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to
violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right, provided,
however,that the foregoing obligation shall not apply to a Customer's misuse or modification of Contractor's products
or a Customer's operation or use of Contractor's products in a manner not contemplated by the Contract or the
purchase order. If any product is the subject of an infringement suit,or in the Contractor's opinion is likely to become
the subject of such a suit,the Contractor may at its sole expense procure for the Customer the right to continue using
the product or to modify it to become non-infringing. If the Contractor is not reasonably able to modify or otherwise
secure the Customer the right to continue using the product,the Contractor shall remove the product and refund the
Customer the amounts paid in excess of a reasonable rental for past use. The customer shall not be liable for any
royalties.
The Contractor's obligations under the preceding two paragraphs with respect to any legal action are contingent upon
the State or Customer giving the Contractor(1)written notice of any action or threatened action, (2)the opportunity
to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the
action at Contractor's sole expense.The Contractor shall not be liable for any cost, expense, or compromise incurred
or made by the State or Customer in any legal action without the Contractor's prior written consent,which shall not be
unreasonably withheld.
20. Limitation of liability.For all claims against the Contractor under any contract or purchase order,and regardless of
the basis on which the claim is made,the Contractor's liability under a contract or purchase order for direct damages
shall be limited to the greater of$100,000, the dollar amount of the contract or purchase order, or two times the
charges rendered by the Contractor under the purchase order. This limitation shall not apply to claims arising under
the Indemnity paragraph contain in this agreement.
Unless otherwise specifically enumerated in the Contract or in the purchase order, no party shall be liable to another
for special,indirect, punitive,or consequential damages,including lost data or records(unless the contract or purchase
order requires the Contractor to back-up data or records), even if the party has been advised that such damages are
possible . No party shall be liable for lost profits, lost revenue, or lost institutional operating savings. The State and
Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor,
retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties,
costs and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor
or its affiliates to the State against any payments due the Contractor under any contract with the State.
PUR 1000 (10/6) 6
60A-1-002,F.A.C.
Exhibit 2
43211500-WSCA-I5-ACS,Computer Equipment
21. Suspension of Work. The Customer may in its sole discretion suspend any or all activities under the Contract or
purchase order, at any time, when in the best interests of the State to do so. The Customer shall provide the
Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but
are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a
suspension notice,the Contractor shall comply with the notice and shall not accept any purchase orders. Within ninety
days, or any longer period agreed to by the Contractor, the Customer shall either (1) issue a notice authorizing
resumption of work, at which time activity shall resume,or(2)terminate the Contract or purchase order. Suspension
of work shall not entitle the Contractor to any additional compensation.
22.Termination for Convenience. The Customer, by written notice to the Contractor, may terminate the Contract in
whole or in part when the Customer determines in its sole discretion that it is in the State's interest to do so. The
Contractor shall not furnish any product after it receives the notice of termination, except as necessary to complete
the continued portion of the Contract, if any.The Contractor shall not be entitled to recover any cancellation charges
or lost profits.
23.Termination for Cause.The Customer may terminate the Contract if the Contractor fails to (1)deliver the product
within the time specified in the Contract or any extension, (2) maintain adequate progress, thus endangering
performance of the Contract, (3) honor any term of the Contract,or(4)abide by any statutory, regulatory,or licensing
requirement. Rule 60A-1.006(3), F.A.C., governs the procedure and consequences of default. The Contractor shall
continue work on any work not terminated. Except for defaults of subcontractors at any tier,the Contractor shall not
be liable for any excess costs if the failure to perform the Contract arises from events completely beyond the control,
and without the fault or negligence, of the Contractor. If the failure to perform is caused by the default of a
subcontractor at any tier,and if the cause of the default is completely beyond the control of both the Contractor and
the subcontractor, and without the fault or negligence of either,the Contractor shall not be liable for any excess costs
for failure to perform,unless the subcontracted products were obtainable from other sources in sufficient time for the
Contractor to meet the required delivery schedule. If,after termination,it is determined that the Contractor was not in
default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the
termination had been issued for the convenience of the Customer. The rights and remedies of the Customer in this
clause are in addition to any other rights and remedies provided by law or under the Contract.
24. Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor shall not be responsible for delay
resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents
contributed to the delay and the delay is due directly to acts of God,wars,acts of public enemies,strikes,fires,floods,
or other similar cause wholly beyond the Contractor's control,or for any of the foregoing that affect subcontractors or
suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is
excusable,the Contractor shall notify the Customer in writing of the delay or potential delay and describe the cause of
the delay either (1) within ten (10) days after the cause that creates or will create the delay first arose, if the
Contractor could reasonably foresee that a delay could occur as a result, or(2) if delay is not reasonably foreseeable,
within five(5)days after the date the Contractor first had reason to believe that a delay could result .THE FOREGOING
SHALL CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in
strict accordance with this paragraph is a condition precedent to such remedy.No claim for damages,other than for an
extension of time, shall be asserted against the Customer. The Contractor shall not be entitled to an increase in the
Contract price or payment of any kind from the Customer for direct, indirect, consequential, impact or other costs,
expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay,
disruption,interference,or hindrance from any cause whatsoever. If performance is suspended or delayed,in whole or
in part, due to any of the causes described in this paragraph,after the causes have ceased to exist the Contractor shall
perform at no increased cost, unless the Customer determines, in its sole discretion,that the delay will significantly
impair the value of the Contract to the State or to Customers, in which case the Customer may (1) accept allocated
PUR 1000(10/6) 7
60A-1-002,F.A.C.
Exhibit 2
43211500-WSCA-I5-ACS,Computer Equipment
performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to
Customers with respect to products subjected to allocation, or (2) purchase from other sources (without recourse to
and by the Contractor for the related costs and expenses)to replace all or part of the products that are the subject of
the delay, which purchases may be deducted from the Contract quantity,or(3)terminate the Contract in whole or in
part.
25. Changes.The Customer may unilaterally require, by written order,changes altering, adding to, or deducting from
the Contract specifications, provided that such changes are within the general scope of the Contract. The Customer
may make an equitable adjustment in the Contract price or delivery date if the change affects the cost or time of
performance. Such equitable adjustments require the written consent of the Contractor, which shall not be
unreasonably withheld.If unusual quantity requirements arise,the Customer may solicit separate bids to satisfy them.
26. Renewal. Upon mutual agreement,the Customer and the Contractor may renew the Contract, in whole or in part,
for a period that may not exceed 3 years or the term of the contract, whichever period is longer. Any renewal shall
specify the renewal price,as set forth in the solicitation response. The renewal must be in writing and signed by both
parties,and is contingent upon satisfactory performance evaluations and subject to availability of funds.
27. Purchase Order Duration. Purchase orders issued pursuant to a state term or agency contract must be received by
the Contractor no later than close of business on the last day of the contract's term to be considered timely. The
Contractor is obliged to fill those orders in accordance with the contract's terms and conditions. Purchase orders
received by the contractor after close of business on the last day of the state term or agency contract's term shall be
considered void.
Purchase orders for a one-time delivery of commodities or performance of contractual services shall be valid through
the performance by the Contractor,and all terms and conditions of the state term or agency contract shall apply to the
single delivery/performance,and shall survive the termination of the Contract.
Contractors are required to accept purchase orders specifying delivery schedules exceeding the contracted schedule
even when such extended delivery will occur after expiration of the state term or agency contract. For example, if a
state term contract calls for delivery 30 days after receipt of order (ARO), and an order specifies delivery will occur
both in excess of 30 days ARO and after expiration of the state term contract, the Contractor will accept the order.
However, if the Contractor expressly and in writing notifies the ordering office within ten(10)calendar days of receipt
of the purchase order that Contractor will not accept the extended delivery terms beyond the expiration of the state
term contract, then the purchase order will either be amended in writing by the ordering entity within ten (10)
calendar days of receipt of the contractor's notice to reflect the state term contract delivery schedule, or it shall be
considered withdrawn.
The duration of purchase orders for recurring deliveries of commodities or performance of services shall not exceed
the expiration of the state term or agency contract by more than twelve months. However,if an extended pricing plan
offered in the state term or agency contract is selected by the ordering entity,the contract terms on pricing plans and
renewals shall govern the maximum duration of purchase orders reflecting such pricing plans and renewals.
Timely purchase orders shall be valid through their specified term and performance by the Contractor, and all terms
and conditions of the state term or agency contract shall apply to the recurring delivery/performance as provided
herein,and shall survive the termination of the Contract.
Ordering offices shall not renew a purchase order issued pursuant to a state term or agency contract if the underlying
contract expires prior to the effective date of the renewal.
P U R 1000(10/6) g
60A-1-002,F.A.C.
Exhibit 2
43211500-WSCA-I5-ACS,Computer Equipment
28.Advertising.Subject to Chapter 119, Florida Statutes,the Contractor shall not publicly disseminate any information
concerning the Contract without prior written approval from the Customer, including, but not limited to mentioning
the Contract in a press release or other promotional material, identifying the Customer or the State as a reference, or
otherwise linking the Contractor's name and either a description of the Contract or the name of the State or the
Customer in any material published,either in print or electronically,to any entity that is not a party to Contract,except
potential or actual authorized distributors,dealers, resellers,or service representative.
29. Assignment. The Contractor shall not sell, assign or transfer any of its rights, duties or obligations under the
Contract, or under any purchase order issued pursuant to the Contract, without the prior written consent of the
Customer. In the event of any assignment,the Contractor remains secondarily liable for performance of the contract,
unless the Customer expressly waives such secondary liability. The Customer may assign the Contract with prior
written notice to Contractor of its intent to do so.
30. Antitrust Assignment. The Contractor and the State of Florida recognize that in actual economic practice,
overcharges resulting from antitrust violations are in fact usually borne by the State of Florida. Therefore, the
contractor hereby assigns to the State of Florida any and all claims for such overcharges as to goods, materials or
services purchased in connection with the Contract.
31. Dispute Resolution. Any dispute concerning performance of the Contract shall be decided by the Customer's
designated contract manager, who shall reduce the decision to writing and serve a copy on the Contractor. The
decision shall be final and conclusive unless within twenty one (21) days from the date of receipt,the Contractor files
with the Customer a petition for administrative hearing.The Customer's decision on the petition shall be final,subject
to the Contractor's right to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative
remedies is an absolute condition precedent to the Contractor's ability to pursue any other form of dispute resolution;
provided,however,that the parties may employ the alternative dispute resolution procedures outlined in Chapter 120.
Without limiting the foregoing,the exclusive venue of any legal or equitable action that arises out of or relates to the
Contract shall be the appropriate state court in Leon County, Florida;in any such action, Florida law shall apply and the
parties waive any right to jury trial.
32. Employees, Subcontractors, and Agents. All Contractor employees, subcontractors, or agents performing work
under the Contract shall be properly trained technicians who meet or exceed any specified training qualifications.
Upon request, Contractor shall furnish a copy of technical certification or other proof of qualification. All employees,
subcontractors, or agents performing work under the Contract must comply with all security and administrative
requirements of the Customer and shall comply with all controlling laws and regulations relevant to the services they
are providing under the Contract.The State may conduct,and the Contractor shall cooperate in,a security background
check or otherwise assess any employee, subcontractor, or agent furnished by the Contractor. The State may refuse
access to, or require replacement of, any personnel for cause, including, but not limited to, technical or training
qualifications, quality of work, change in security status, or non-compliance with a Customer's security or other
requirements. Such approval shall not relieve the Contractor of its obligation to perform all work in compliance with
the Contract. The State may reject and bar from any facility for cause any of the Contractor's employees,
subcontractors,or agents.
33. Security and Confidentiality. The Contractor shall comply fully with all security procedures of the United States,
State of Florida and Customer in performance of the Contract. The Contractor shall not divulge to third parties any
confidential information obtained by the Contractor or its agents, distributors, resellers, subcontractors, officers or
employees in the course of performing Contract work, including, but not limited to, security procedures, business
P U R 1000(10/6) 9
60A-1-002,F.A.C.
Exhibit 2
43211500-WSCA-15-ACS,Computer Equipment
operations information, or commercial proprietary information in the possession of the State or Customer. The
Contractor shall not be required to keep confidential information or material that is publicly available through no fault
of the Contractor, material that the Contractor developed independently without relying on the State's or Customer's
confidential information, or material that is otherwise obtainable under State law as a public record. To insure
confidentiality, the Contractor shall take appropriate steps as to its personnel, agents, and subcontractors. The
warranties of this paragraph shall survive the Contract.
34. Contractor Employees, Subcontractors, and Other Agents. The Customer and the State shall take all actions
necessary to ensure that Contractor's employees, subcontractors and other agents are not employees of the State of
Florida.Such actions include, but are not limited to, ensuring that Contractor's employees, subcontractors, and other
agents receive benefits and necessary insurance (health, workers' compensations, and unemployment) from an
employer other than the State of Florida.
35. Insurance Requirements. During the Contract term, the Contractor at its sole expense shall provide commercial
insurance of such a type and with such terms and limits as may be reasonably associated with the Contract. Providing
and maintaining adequate insurance coverage is a material obligation of the Contractor. Upon request,the Contractor
shall provide certificate of insurance. The limits of coverage under each policy maintained by the Contractor shall not
be interpreted as limiting the Contractor's liability and obligations under the Contract. All insurance policies shall be
through insurers authorized or eligible to write policies in Florida.
36.Warranty of Authority. Each person signing the Contract warrants that he or she is duly authorized to do so and to
bind the respective party to the Contract.
37.Warranty of Ability to Perform.The Contractor warrants that,to the best of its knowledge,there is no pending or
threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way
prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract obligations. The Contractor warrants that
neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133 of the
Florida Statutes, or on any similar list maintained by any other state or the federal government. The Contractor shall
immediately notify the Customer in writing if its ability to perform is compromised in any manner during the term of
the Contract.
38. Notices. All notices required under the Contract shall be delivered by certified mail, return receipt requested, by
reputable air courier service,or by personal delivery to the agency designee identified in the original solicitation,or as
otherwise identified by the Customer. Notices to the Contractor shall be delivered to the person who signs the
Contract. Either designated recipient may notify the other,in writing,if someone else is designated to receive notice.
39. Leases and Installment Purchases. Prior approval of the Chief Financial Officer(as defined in Section 17.001,F.S.)is
required for State agencies to enter into or to extend any lease or installment-purchase agreement in excess of the
Category Two amount established by section 287.017 of the Florida Statutes.
40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section 946.515(2), F.S. requires the
following statement to be included in the solicitation: "It is expressly understood and agreed that any articles which
are the subject of, or required to carry out, the Contract shall be purchased from the corporation identified under
Chapter 946 of the Florida Statutes (PRIDE) in the same manner and under the same procedures set forth in section
946.515(2) and (4) of the Florida Statutes; and for purposes of the Contract the person,firm,or other business entity
carrying out the provisions of the Contract shall be deemed to be substituted for the agency insofar as dealings with
such corporation are concerned." Additional information about PRIDE and the products it offers is available at
http://```www.pridefl.com.
P U R 1000(10/6) 1
60A-1-002, F.A.C.
Exhibit 2
43211500-WSCA-15-ACS,Computer Equipment
41. Products Available from the Blind or Other Handicapped. Section 413.036(3), F.S. requires the following
statement to be included in the solicitation: "It is expressly understood and agreed that any articles that are the
subject of, or required to carry out,this contract shall be purchased from a nonprofit agency for the Blind or for the
Severely Handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the
same procedures set forth in section 413.036(1)and (2), Florida Statutes;and for purposes of this contract the person,
firm, or other business entity carrying out the provisions of this contract shall be deemed to be substituted for the
State agency insofar as dealings with such qualified nonprofit agency are concerned."Additional information about the
designated nonprofit agency and the products it offers is available at http://www.respectofflorida.org.
42.Modification of Terms.The Contract contains all the terms and conditions agreed upon by the parties,which terms
and conditions shall govern all transactions between the Customer and the Contractor. The Contract may only be
modified or amended upon mutual written agreement of the Customer and the Contractor. No oral agreements or
representations shall be valid or binding upon the Customer or the Contractor. No alteration or modification of the
Contract terms, including substitution of product, shall be valid or binding against the Customer. The Contractor may
not unilaterally modify the terms of the Contract by affixing additional terms to product upon delivery (e.g.,
attachment or inclusion of standard preprinted forms, product literature, "shrink wrap"terms accompanying or affixed
to a product,whether written or electronic)or by incorporating such terms onto the Contractor's order or fiscal forms
or other documents forwarded by the Contractor for payment.The Customer's acceptance of product or processing of
documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the
proposed modification to terms and conditions.
43. Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor,
other entities may be permitted to make purchases at the terms and conditions contained herein. Non-Customer
purchases are independent of the agreement between Customer and Contractor,and Customer shall not be a party to
any transaction between the Contractor and any other purchaser. State agencies wishing to make purchases from this
agreement are required to follow the provisions of s.287.042(16)(a), F.S. This statute requires the Department of
Management Services to determine that the requestor's use of the contract is cost-effective and in the best interest of
the State.
44. Waiver. The delay or failure by the Customer to exercise or enforce any of its rights under this Contract shall not
constitute or be deemed a waiver of the Customer's right thereafter to enforce those rights, nor shall any single or
partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
45.Annual Appropriations.The State's performance and obligation to pay under this contract are contingent upon an
annual appropriation by the Legislature.
46. Execution in Counterparts.The Contract may be executed in counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.
47.Severability. If a court deems any provision of the Contract void or unenforceable,that provision shall be enforced
only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall
remain in full force and effect.
P U R 1000(10/6) 1
60A-1-002, F.A.C.