HomeMy WebLinkAbout2017-123-3228 SHI International Corp 18605 NW 27th Avenue
Miami Gardens, Florida 33056
City of Miami Gardens
Agenda Cover Memo
Council Meeting Date:
July 26 , 2017 Item Type:
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Resolution Ordinance Other
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Fiscal Impact:
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No Ordinance Reading:
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1st Reading 2nd Reading
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Public Hearing:
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Yes No Yes No
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Funding Source:
General Fund-
Information
Technology
Advertising Requirement:
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Contract/P.O. Required:
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Yes No RFP/RFQ/Bid #: City of Miami Gardens Contract
No. 16-17-001(P)
State of Florida Contract
No.43230000-1502 Licensing
Solutions Providers (LSP) of
Microsoft Software and Services
X
Sponsor Name
Cameron D. Benson,
City Manager Department: Information Technology
Short Title:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI
GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER TO ISSUE
PURCHASE ORDERS IN AN AMOUNT NOT TO EXCEED ONE
HUNDRED SIXTY-FIVE THOUSAND NINE HUNDRED SIXTEEN
DOLLARS AND SEVEN CENTS ($165.916.07), PER YEAR TO SHI
INTERNATIONAL CORPORATION, FOR LICENSING SOLUTIONS
PROVIDERS OF MICROSOFT SOFTWARE AND SERVICES BY
RELYING ON THE FLORIDA DEPARTMENT OF MANAGEMENT
SERVICE’S CONTRACT NUMBER 43230000-15-02; PROVIDING FOR
THE ADOPTION OF REPRESENTATIONS; PROVIDING FOR AN
EFFECTIVE DATE.
Staff Summary:
18605 NW 27th Avenue
Miami Gardens, Florida 33056
BACKGROUND
In 2008, the City of Miami Gardens entered into in an agreement with SHI International Corp. to provide the
licenses for all Microsoft Products used by the City, in accordance with the Florida Department of Management
Services Contract Number 252-001-09-1.
Microsoft products are used on over six hundred (600) computers, servers, and other Information Technology (IT)
devices throughout City offices. The Information Technology (IT) Department is required to perform an annual
reconciliation and pay the cost of the licenses currently being used for Informational devices.
Contract Number 252-001-09-1 expired on January 29, 2016. This initial contract Number 252-001-09-1, between
the Florida Department of Management Services and SHI International Corp. for Licensing Solutions Providers of
Microsoft Software and Services has been replaced.
CURRENT SITUATION
The Office of Procurement Management (OPM) did not apply the City of Miami Gardens Business and Resident
Economic Growth Plan (CMG-BREP) preference, Ordinance No. 2015-06-341, to this project because the City is
piggybacking on an established Florida Department of Management Services contract.
The City of Miami Gardens Information Technology Department currently has Microsoft software installed in City
offices. The City is required to pay SHI International Corp. annual fees to obtain software licenses, software and
support services.
The Information Technology (IT) Department desires to piggyback the Florida Department of Management
Services’ competitively solicited Invitation To Negotiate (ITN) 07-43230000-L (contract number 43230000-15-02)
for Licensing Solutions Providers of Microsoft Software and Services with SHI International Corp., which was
solicited on December 17, 2014, ended February 24, 2015, and resulted in responses from four (4) vendors.
Invitation To Negotiate (ITN) 07-43230000-L (contract number 43230000-15-02) for Licensing Solutions Providers
of Microsoft Software was awarded to SHI International Corp. based on the evaluation factors set forth in the
solicitation (Exhibit 1).
On January 29, 2016, the contract between Florida Department of Management Services, and SHI International
Corp. was executed. The initial term of contract number 43230000-15-02 is for three (3) years, effective February
1, 2016 through January 31, 2019. The contract may be renewed for a renewal term not to exceed three (3) years
under the same terms and conditions in place at the time of renewal and with the approved renewal pricing
specified in the contractor’s response to the solicitation. The City’s estimated contract value is one hundred and
sixty five thousand nine hundred sixteen and seven (7/100) cents ($165,916.07), per year (Exhibit 2).
Florida Department of Management Services’, State term contract Number 43230000-15-02, for Licensing
Solutions Providers of Microsoft Software and Services indicates that Microsoft determines pricing levels for its
products. If Microsoft lowers prices or pricing levels at any time, SHI International Corp. shall immediately adjust
the contract pricing to reflect the lower prices. SHI International Corp. will monitor Microsoft pricing and if at any
time additional discounts become available, the vendor will incorporate the discounts into this contract without
delay.
18605 NW 27th Avenue
Miami Gardens, Florida 33056
This request to piggyback contract Number 43230000-15-02 for Licensing Solutions Providers of Microsoft
Software and Services is pursuant to the City of Miami Gardens, FL, Code of Ordinance Section 2-757(b)(2).
FISCAL IMPACT
The amount budgeted for this service is $156,363 for FY 2017, which is short by $9,553. However, there
are other line item surpluses in that the department can cover the shortfall.
Proposed Action:
It is recommended that the City Council approve accessing/piggybacking the competitively solicited contract
number 43230000-15-02, which was awarded by the Florida Department of Management Services, for Licensing
Solutions Providers of Microsoft Software and Services, and authorize the City Manager to issue purchase order(s)
for a total not to exceed one hundred and sixty five thousand nine hundred sixteen and seven 7/100 cents
($165,916.07), per year to SHI International Corp. The award of this contract is contingent upon receipt and
approval of insurance.
Attachments:
Exhibit 1 - State of Florida Department of Management Services Term Contract Number 43230000-15-02
Exhibit 2 - SHI International Corp. Price Proposal
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
This State Term Contract (Contract) is between the State of Florida, Department of
Management Services (Department), Division of State Purchasing, an agency of the State of
Florida with offices at 4050 Esplanade Way, Tallahassee, FL 32399-0950, and SHI International
Corp. (Contractor) with offices at 290 Davidson Ave. Somerset, NJ 08873.
The Department entered into overarching agreements with Microsoft Corporation (Microsoft), to
standardize the use of Microsoft products and services in the State of Florida (State). Based on
those agreements the Department issued Invitation to Negotiate (ITN), No. 07-43230000-L,
Licensing Solutions Providers of Microsoft Software and Services, to identify a Microsoft
Licensing Solutions Provider (LSP) to provide Microsoft licenses and services to the State.
The Contractor submitted a Responsive reply to the ITN. After negotiations the Department
determined that the Contractor’s reply is the most advantageous to the State and has decided to
enter into this Contract.
Accordingly, and in consideration of the mutual assurances contained in the Contract, the
Department and Contractor agree as follows:
I. Scope of Work
The Contractor shall provide Microsoft software licenses and maintenance with optional
support offerings in accordance with the ITN. The Contractor will coordinate with
Customers regarding Microsoft required enrollment agreements which may be a condition
of purchasing licenses off of this contract. Those enrollment agreements may further
define the scope of services.
II. Contract Term
The initial term of this Contract will be three years. The initial contract shall begin on
February 1, 2016 or on the last date in which it is signed by all parties, whichever is later.
III. Renewal Terms
Upon satisfactory performance by the Contractor and written mutual agreement of the
parties, the Contract may be renewed for a renewal term not to exceed three years under
the same terms and conditions in place at the time of renewal and with the approved
renewal pricing specified in the Contractor’s response to the ITN.
IV. Florida Price
The Contractor shall provide the Florida Price on the Contractor Florida Price
Spreadsheets (Attachments A-D) that are posted on the Department’s website.
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 2 of 30
Contingent upon approval by the Department Contract Manager, updates to the Contractor
Florida Price Spreadsheets shall be posted on the Department’s website. The Department
reserves the right to remove products or services from the Contractor Florida Price
Spreadsheets as needed in the best interest of the State.
Microsoft determines pricing levels and ERP pricing for its products. If Microsoft lowers
prices, or pricing levels at any time, the Contractor shall immediately adjust the Florida
pricing to reflect the lower prices. The Contractor will monitor Microsoft pricing and if at
any time additional discounts become available to the state, Contractor will incorporate the
discounts into this contract without delay. Contractor will continually provide the best
available pricing to the state.
V. Contract
This document, together with the following exhibits set forth the entire understanding of the
parties and supersedes all prior agreements, whether written or oral.
All exhibits listed below are incorporated in their entirety, and form part of this Contract.
The Contract has the following exhibits:
Exhibit A: Special Contract Conditions
Exhibit B: General Contract Conditions, Form PUR 1000 (10/06)
Exhibit C: Contract Forms
Exhibit D: ITN No. 07-43230000-L
Exhibit E: Contractor’s Response to ITN No. 07-43230000-L
In case of conflict, the documents shall have priority in the following order as listed:
a) This document
b) Exhibit D: ITN No. 07-43230000-L
c) Exhibit A: Special Contract Conditions
d) Exhibit B: General Contract Conditions
e) Exhibit C: Contract Forms
f) Exhibit E: Contractor’s Response to ITN No. 07-43230000-L
VI. Amendments
No oral modifications to this Contract are permitted. All modifications to this Contract must
be in writing and signed by both parties.
Notwithstanding the order listed in section V, amendments executed after the Contract is
executed may expressly change the provisions of the Contract. If they do so expressly,
then the most recent amendment will take precedence over anything else that is part of
the Contract.
Exhibit I
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 4 of 30
EXHIBIT A: SPECIAL CONTRACT CONDITIONS
1. ELECTRONIC INVOICE
The Contractor may supply electronic invoices in lieu of paper-based invoices for those
transactions processed through the MyFloridaMarketPlace (MFMP). Electronic invoices
may be submitted to the Customer through the Ariba Network (AN), whose usage is not
mandatory. Contractor may incur a fee for use of the AN. If Contractor chooses to
participate in the AN, electronic invoices shall be submitted to the Customer in one of
three mechanisms as listed below.
a) COMMERCE EXTENSIBLE MARKUP LANGUAGE (CXML)
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 electronic invoicing.
b) ELECTRONIC DATA INTERCHANGE (EDI)
This standard establishes the data contents of the Invoice Transaction Set (810) for
use within the context of an EDI environment. This transaction set can be used for
invoicing via the AN for catalog and non-catalog goods and services.
c) PURCHASE ORDER (P.O.) FLIP VIA ARIBA NETWORK (AN)
The online process allows suppliers 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 P.O. 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.
The Contractor may work with the MFMP management team to obtain specific
requirements for the Electronic Invoicing upon contract award.
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 5 of 30
2. PRODUCT AND CATALOG SPECIFICATIONS (SERVICES INCLUDED, IF
APPLICABLE)
The Contractor shall submit all Catalog changes to the Department for review. Once
approved in writing by the Department, the product Catalog submitted will be
incorporated into the Contract. Any additional terms and conditions contained in the
product Catalog language will not be included in the Contract.
3. PURCHASING CARD PROGRAM
Contractor must accept the Universal card format Purchasing Cards (e.g., American
Express, MasterCard, and Visa). However, the Purchasing Card is not the exclusive
method of payment (e.g., Purchase Order). The method of ordering and payment (e.g.,
Purchase Order, Purchasing Card) shall be selected by the Eligible User.
4. 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. For example,
Chapter 287, of the Florida Statutes and Rule 60A of the Florida Administrative Code
govern the Contract. 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 such applicable laws, roles, codes,
ordinances and licensing requirements, shall be grounds for Contract termination.
5. LIABILITY AND WORKER’S COMPENSATION INSURANCE
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, which, at a minimum, shall be: workers’ compensation and
employer’s liability insurance per Florida statutory limits (currently $100,000 per
accident, $100,000 per person, and $500,000 policy aggregate) covering all employees
engaged in any Contract work; commercial general liability coverage on an occurrence
basis in the minimum amount of $500,000 (defense cost shall be in excess of the limit of
liability), naming the State as an additional insured; and automobile liability insurance
covering all vehicles, owned or otherwise, used in the Contract work, with minimum
combined limits of $500,000, including hired and non-owned liability, and $5,000 medical
payment. Providing and maintaining adequate insurance coverage is a material
obligation of the Contractor and is of the essence of the Contract. The Contract shall not
limit the types of insurance Contractor may desire to obtain or be required to obtain by
law. 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 to write policies in Florida.
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 6 of 30
6. DETAIL OF BILLS
Contractor shall submit bills for fees or other compensation for services or expenses in
detail sufficient enough for a proper pre-audit and post-audit. The Department reserves
the right to request additional documentation.
7. PAYMENT TIMEFRAME
Section 215.422, Florida Statutes (F.S.), provides that agencies have five (5) working
days to inspect and approve commodities or contractual services. Items may be tested
for compliance with specifications. Items delivered not conforming to specifications may
be rejected and returned at the Contractor’s expense. Interest penalties for late payment
are also provided for in section 215.422, F.S. A Vendor Ombudsman, whose duties
include acting as an advocate for Vendors who may be experiencing problems obtaining
timely payment(s) from an Agency, may be contacted at 850-413-5516, or Vendors may
call the State Comptroller’s Hotline at 1-800-848-3792.
8. MYFLORIDAMARKETPLACE 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. Payments issued by Agencies or Eligible Users to
Vendors for purchases of commodities or contractual services are subject to Transaction
Fees, as prescribed by rule 60A-1.031, Florida Administrative Code, or as may
otherwise be established by law.
Effective November 1st, 2015, through July 1st, 2016, in accordance with Senate Bill
2502-A, the Transaction Fees imposed for use of the State of Florida’s eProcurement
systems will change from one percent (1%) to seven-tenths of one percent (.70%) of the
payment issued. The Transaction Fees imposed shall be based upon the date of
issuance of the payment.
Any questions regarding the Transaction Fees should be directed to the MFMP
Customer Service Desk, at 866-352-3776, BuyerHelp@myfloridamarketplace.com or
VendorHelp@myfloridamarketplace.com.
Vendors shall submit monthly reports required by the rule. All reports shall be subject to
audit. Failure to pay Transaction Fees or submit reports shall constitute grounds for
default and exclusion from business with the State of Florida.
9. PAYMENT AUDIT
Records of costs incurred under terms of the Contract shall be maintained and made
available to the Agency upon request at all times during the period of the Contract, and
for a period of three years thereafter. Records of costs incurred shall include the
Contractor’s general accounting records, together with supporting documents and
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 7 of 30
records of the Contractor and all subcontractors performing work, and all other records
of the Contractor and subcontractors considered necessary by the Agency for audit.
10. BILLS FOR TRAVEL
Travel expenses are not reimbursable unless specifically authorized in writing and shall
be reimbursed only in accordance with section 112.061, Florida Statutes.
11. PUBLIC RECORDS
Access to Public Records
To the extent required by the Florida Public Records Act, Chapter 119, F.S., the
Contractor shall maintain and allow access to public records made or received in
conjunction with the Contract.
(a)The Department may unilaterally cancel the Contract for refusal by the Contractor to
allow access to all public records, including documents, papers, letters, or other material
made or received by the Contractor in conjunction with the Contract, unless the records
are exempt from s. 24(a) of Art. I of the State Constitution and section 119.07(1), Florida
Statutes.
(b) If, under this Contract, the Contractor is providing services and is acting on behalf of
a public agency as provided by section 119.0701(1)(b), Florida Statutes, the Contractor
shall:
(1) Keep and maintain public records that ordinarily and necessarily would be
required by the public agency in order to perform the service.
(2) Provide the public with access to public records on the same terms and
conditions that the public agency would provide the records and at a cost that does
not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise
provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
(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
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 public agency in a format that is compatible
with the information technology systems of the public agency.
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 8 of 30
Protection of Trade Secrets or Other Confidential Information
(a) 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, Florida Statutes, 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.
(b) 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.”
(c) 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.
(d) The Contractor shall 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.”
12. RETENTION OF RECORDS
Contractor shall retain sufficient documentation to substantiate claims for payment under
the Contract, and all other records made in relation to the Contract, for five (5) years
after expiration or termination of the Contract.
13. COMMUNICATIONS AND CONFIDENTIALITY
The Contractor agrees that it shall make no statements, press releases, or publicity
releases concerning the Contract or its subject matter or otherwise disclose or permit to
be disclosed any of the data or other information obtained or furnished in compliance
with the Contract, or any particulars thereof, during the period of the Contract, without
first notifying the Department’s Contract Manager or the Department’s designated
contact person and securing prior written consent. The Contractor shall maintain
confidentiality of all confidential data, files, and records related to the services and/or
commodities provided pursuant to the Contract and shall comply with all state and
federal laws, including, but not limited to sections 381.004, 384.29, 392.65, and 456.057,
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 9 of 30
F.S. The Contractor’s confidentiality procedures shall be consistent with the most recent
version of the Customer’s security policies, protocols, and procedures. The Contractor
shall also comply with any applicable professional standards with respect to
confidentiality of information.
14. INTELLECTUAL PROPERTY
The parties do not anticipate that any Intellectual Property will be developed or created
as a result of the Contract. However, in such case as it is developed or created, any
Intellectual Property developed or created as a result of the Contract will belong to and
be the sole property of the State of Florida. This provision will survive the termination or
expiration of the Contract.
15. PREFERRED PRICE AFFIDAVIT REQUIREMENT
The Department will provide the Preferred Pricing Affidavit, incorporated by reference,
for completion by an authorized representative of the Contractor attesting that the
Contractor is in compliance with the preferred pricing provision in section 4(b) of the
PUR 1000 form. The Contractor agrees to submit to the Department, at least annually,
the completed Preferred Pricing Affidavit.
16. EMPLOYMENT VERIFICATION (E-VERIFY)
In accordance with Executive Order Number 11-116, the Contractor agrees to utilize the
U.S. Department of Homeland Security’s E-Verify system, https://e-verify.uscis.gov/emp,
to verify the employment of all new employees hired by the Contractor during the
Contract term for the services specified in the Contract. Also, Contractor shall include in
related subcontracts a requirement that subcontractors performing work or providing
services pursuant to the Contract utilize the E-Verify system to verify employment of all
new employees hired by the subcontractor during the Contract term.
17. SCRUTINIZED COMPANY LIST
In accordance with subsection 287.135(5), Florida Statutes, the 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.
In accordance with 287.135, the Department may unilaterally terminate this contract if it
determines that the Contractor has submitted a false certification as provided under
subsection 287.135 (5), or that it is placed on the Scrutinized Companies with Activities
in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy
Sector List.
18. CONVICTED AND DISCRIMINATORY VENDOR LISTS
In accordance with sections 287.133 and 287.134, F.S., an entity or affiliate who is on
the Convicted Vendor List or the Discriminatory Vendor List may not perform work as a
contractor, supplier, subcontractor, or consultant under the Contract.
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 10 of 30
19. TERMINATION FOR CONVENIENCE
The Contract may be terminated by the Department in whole or in part at any time in the
best interest of the State. If the Contract is terminated before performance is completed,
the Contractor shall be paid only for that work satisfactorily performed for which costs
can be substantiated. Such payment, however, may not exceed an amount which is the
same percentage of the Contract price as the amount of work satisfactorily performed.
20. TERMINATION FOR CAUSE
If the Department determines that the performance of the Contractor is not satisfactory,
the Department shall have the option of (a) immediately terminating the Contract, or (b)
notifying the Contractor of the deficiency with a requirement that the deficiency be
corrected within a specified time, otherwise the Contract will be terminated at the end of
such time, or (c) take other action deemed appropriate by the Department.
21. 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 Protégé 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 Protégé Program,
please contact the Office of Supplier Diversity at (850) 487-0915 or
osdhelp@dms.myflorida.com.
Upon request, the Contractor shall report to the Department 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 Contract.
22. 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
to the 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 in the Contractor being found in default and contract termination.
23. ETHICAL BUSINESS PRACTICES
Contractors shall work in partnership with the State to ensure a successful and valuable
Contract. Ethical practices are required of State employees, Contractors, and all parties
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 11 of 30
representing the Contractor. All work performed under this Contract will be subject to
review by the Inspector General of the State of Florida, and any findings suggesting
unethical business practices may be cause for termination or cancellation.
24. GRATUITIES
The Contractor shall not, in connection with this or any other agreement with the State,
directly or indirectly (1) offer, give, or agree to give anything of value to 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 anything of value for the benefit of, or at the direction or request
of, any State officer or employee.
25. LOBBYING
In accordance with sections 11.062 and 216.347, F.S., the Contract funds are not for the
purpose of lobbying the Legislature, the judicial branch, or an Agency. Pursuant to
subsection 287.058(6), F.S., the Contract does not prohibit the Contractor from lobbying
the executive or legislative branch concerning the scope of services, performance, term,
or compensation regarding the Contract, after the Contract’s execution and during the
Contract’s term.
26. COOPERATION WITH 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 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 three (3) 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-
schedules/), whichever is longer. The Contractor agrees to reimburse the State for the
reasonable costs of investigation incurred by the Inspector General or other authorized
State official for investigations of the Contractor's compliance with the terms of this or
any other agreement between the Contractor and the State which results in the
suspension or debarment of the Contractor. Such costs shall include, but shall not be
limited to: salaries of investigators, including overtime; travel and lodging expenses; and
expert witness and documentary fees.
27. PRODUCT VARIATIONS/CUSTOM ORDERS
New variations, substitutions, including custom orders of existing software licenses,
maintenance and services awarded under the Contract will be considered by the
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 12 of 30
Department if it is in the best interest of the State. All modifications and special requests
must receive prior written approval from the Department or Customer before execution
of the purchase. Proposed changes are not to compromise the integrity of the software
licenses, maintenance or services performance.
28. 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 to Vendor process (PUR 7017 form) may result in default proceedings and
cancellation.
29. SALES AND USE TAX
It is the responsibility of the Contractor to determine how work accomplished under this
Contract would be subject to a Use Tax as written in the "Sales and Use Tax" Rule 12A-
1, Florida Administrative Code. Any questions concerning the Use Tax as it relates to
this contract shall be directed to the Taxpayer Assistance section at the Department of
Revenue (DOR) (800) 352-3671, Monday through Friday, 8 a.m. to 7 p.m. (ET). For
more information visit the DOR website at http://dor.myflorida.com/dor/businesses.
30. INSURANCE, LOSS DEDUCTIBLE
The Department and Customer shall be exempt from, and in no way liable for, any sums
of money which may represent a deductible in any insurance policy. The payment of
such deductible shall be the sole responsibility of the contractor providing such
insurance. Upon request, the Contractor shall furnish the Department or Customer an
insurance certificate proving appropriate coverage is in full force and effect.
31. INSURANCE, SUBCONTRACTOR'S PUBLIC LIABILITY AND PROPERTY DAMAGE
The Contractor shall require each of its subcontractors to secure and maintain during the
life of the subcontract, insurance of the type specified in section 5, Liability and Workers
Compensation Insurance, or the Contractor may insure the activities of its
subcontractors in the Contractor’s policy, as specified in the Liability and Workers
Compensation Insurance Section of this contract.
32. INDEMNITY
The Contractor agrees to indemnify, defend, and hold the State of Florida, its officers,
employees and agents harmless from all fines, claims, assessments, suits, judgments,
or damages, consequential or otherwise, including court costs and attorney’s fees,
arising out of any acts, actions, breaches, neglect or omissions of the Contractor, its
employees, agents, subcontractors, assignees or delegates related to the Contract, as
well as for any determination arising out of or related to the Contract, that the Contractor
or Contractor’s employees, agents, subcontractors, assignees or delegates are not
independent contractors in relation to the Agency. The Contract does not constitute a
waiver of sovereign immunity or consent by the Agency or the State of Florida or its
subdivisions to suit by third parties.
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 13 of 30
33. PAYMENT FOR CLAIMS
The Contractor guarantees the payment of all just claims for materials, supplies, tools, or
labor and other just claims against the Contractor or any employee, agent,
subcontractor, assignee or delegate in connection with the Contract.
34. PERFORMANCE AND PAYMENT BONDS
The authority and responsibility for requesting performance and payment bonds shall
rest with the Customer. Under this contract, the Customer issuing the purchase order
may request a performance and payment bond as deemed necessary by the size of the
job. Inability to provide a bond shall result in the Contractor being found in default of the
contract.
35. WARRANTY
The Microsoft standard warranty shall cover all software and the Contractor’s warranty
shall cover Value-added services provided under this the Contract. The Microsoft
standard warranty is required to provide coverage against defective software,
workmanship, and failure to perform in accordance with the specifications and required
performance criteria. The Microsoft and Contractor warranty coverage must be identical
to or exceed the most inclusive of those normally provided for the commodities and
contractual services specified herein that are sold to any State or local governments.
Should the Microsoft or Contractor warranty conflict with any requirements,
specifications, terms, or conditions of the Contract, the Contract terms and conditions
shall prevail.
36. CONTRACT REVISIONS
Notwithstanding General Contract Conditions, section 42 of the PUR 1000 Form, the
following types of revisions can be made to the Contract upon written authorization by
the Department:
a) Contractor’s Company Information and Contacts
b) Contract Administrator
c) Contract Forms
d) Catalog Revisions
The Contractor shall use the appropriate form to request changes to the items listed
above and shall submit the form to the Department for review and approval. Only the
above listed provisions can be made without a formal Contract amendment. General
Contract Conditions, section 42 of the PUR 1000, apply to all other modifications to the
Contract.
37. FINANCIAL CONSEQUENCES
The Contract Administrator shall periodically review the Contractor’s Compliance with
the responsibilities and deliverables in the Contract. If the Contractor fails to meet and
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 14 of 30
comply with the responsibilities and deliverables established in the Contract, Contractor
will be subject to damages. See Exhibit C, section 18 for additional information.
38. THIRD PARTY AUDITS AND REPORTING REQUIREMENTS
At no additional cost to the State, the Contractor is to contract with an independent third
party firm (to be approved by the Department) to conduct, at a minimum, at least one
random sampling of the Contractor’s price list per quarter in accordance with Section
6.23 of the ITN.
The Contractor’s failure to comply with this requirement may result in financial
consequences and may also result in the Contractor’s immediate removal from the
Contract.
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 15 of 30
EXHIBIT B: GENERAL CONTRACT CONDITIONS
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.
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 16 of 30
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.
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 PUR 1001 if it
meets the definition of both terms.
(c) “Product” means any deliverable under the Contract, which may include commodities,
services, technology or software.
(d) “Purchase order” means the form or format a Customer uses to make a purchase under the
Contract (e.g., a formal written purchase order, electronic purchase order, procurement card,
contract or other authorized means).
2. Purchase Orders. In contracts where commodities or services are ordered by the Customer
via purchase order, Contractor shall not deliver or furnish products until a Customer transmits a
purchase order. All purchase orders shall bear the Contract number, shall be placed by the
Customer directly with the Contractor, and shall be deemed to incorporate by reference the
Contract 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
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 17 of 30
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. During the Contract term, if the Customer becomes aware of better
pricing offered by the Contractor for substantially the same or a smaller quantity of a product
outside the Contract, but upon the same or similar terms of the Contract, then at the discretion
of the Customer the price under the Contract shall be immediately reduced to the lower price.
(c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term due
to a change in market conditions, a Contractor may conduct sales promotions involving price
reductions for a specified lesser period. A Contractor shall submit to the Contract Specialist
documentation identifying the proposed (1) starting and ending dates of the promotion, (2)
products involved, and (3) promotional prices compared to then-authorized prices. Promotional
prices shall be available to all Customers. Upon approval, the Contractor shall provide
conspicuous notice of the promotion.
(d) Trade-In. Customers may trade-in equipment when making purchases from the Contract. A
trade-in shall be negotiated between the Customer and the Contractor. Customers are
obligated to actively seek current fair market value when trading equipment, and to keep
accurate records of the process. For State agencies, it may be necessary to provide
documentation to the Department of Financial Services and to the agency property custodian
pursuant to Chapter 273, F.S.
(e) Equitable Adjustment. The Customer may, in its sole discretion, make an equitable
adjustment in the Contract terms or pricing if pricing or availability of supply is affected by
extreme and unforeseen volatility in the marketplace, that is, by circumstances that satisfy all
the following criteria: (1) the volatility is due to causes wholly beyond the Contractor’s control,
(2) the volatility affects the marketplace or industry, not just the particular Contract source of
supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 18 of 30
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 Contract
award, the Customer reserves the right to acquire additional quantities up to the amount shown
on the Contract 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 Contractor’s Site. The Customer reserves the right to inspect, at any
reasonable time with prior notice, the equipment or product or plant or other facilities of a
Contractor to assess conformity with Contract requirements and to determine whether they are
adequate and suitable for proper and effective Contract performance.
8. Safety Standards. All manufactured items and fabricated assemblies subject to operation
under pressure, operation by connection to an electric source, or operation involving connection
to a manufactured, natural, or LP gas source shall be constructed and approved in a manner
acceptable to the appropriate State inspector. Acceptability customarily requires, at a minimum,
identification marking of the appropriate safety standard organization, where such approvals of
listings have been established for the type of device offered and furnished, for example: the
American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories
and/or National Electrical Manufacturers’ Association for electrically operated assemblies; and
the American Gas Association for gas-operated assemblies. In addition, all items furnished
shall meet all applicable requirements of the Occupational Safety and Health Act and state and
federal requirements relating to clean air and water pollution.
9. Americans with Disabilities Act. Contractors should identify any products that may be
used or adapted for use by visually, hearing, or other physically impaired individuals.
10. Literature. Upon request, the Contractor shall furnish literature reasonably related to the
product offered, for example, user manuals, price schedules, catalogs, descriptive brochures,
etc.
11. Transportation and Delivery. Prices shall include all charges for packing, handling,
freight, distribution, and inside delivery. Transportation of goods shall be FOB Destination to
any point within thirty (30) days after the Customer places an Order. A Contractor, within five
(5) days after receiving a purchase order, shall notify the Customer of any potential delivery
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
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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 MyFloridaMarketPlace, a statewide
eProcurement System (“System”). Pursuant to section 287.057(23), Florida Statutes (2002), all
payments shall be assessed a Transaction Fee of one percent (1.0%), which the Contractor
shall pay to the State, unless exempt pursuant to 60A-1.032, F.A.C.
For payments within the State accounting system (FLAIR or its successor), the Transaction Fee
shall, when possible, be automatically deducted from payments to the Contractor. If automatic
deduction is not possible, the Contractor shall pay the Transaction Fee pursuant to Rule 60A-
1.031(2), F.A.C. By submission of these reports and corresponding payments, Contractor
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 20 of 30
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.
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
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
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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, F.S. 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/genschedules/gensched.htm). The Contractor agrees to
reimburse the State for the reasonable costs of investigation incurred by the Inspector General
or other authorized State official for investigations of the Contractor’s compliance with the terms
of this or any other agreement between the Contractor and the State which results in the
suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to:
salaries of investigators, including overtime; travel and lodging expenses; and expert witness
and documentary fees. The Contractor shall not be responsible for any costs of investigations
that do not result in the Contractor’s suspension or debarment.
19. Indemnification. The Contractor shall be fully liable for the actions of its agents,
employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the
State and Customers, and their officers, agents, and employees, from suits, actions, damages,
and costs of every name and description, including attorneys’ fees, arising from or relating to
personal injury and damage to real or personal tangible property alleged to be caused in whole
or in part by Contractor, its agents, employees, partners, or subcontractors, provided, however,
that the Contractor shall not indemnify for that portion of any loss or damages proximately
caused by the negligent act or omission of the State or a Customer.
Further, the Contractor shall fully indemnify, defend, and hold harmless the State and
Customers from any suits, actions, damages, and costs of every name and description,
including attorneys’ fees, arising from or relating to violation or infringement of a trademark,
copyright, patent, trade secret or intellectual property right, provided, however, that the
Exhibit I
State Term Contract
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Licensing Solutions Providers of Microsoft Software and Services
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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.
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
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
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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
Exhibit I
State Term Contract
No. 43230000-15-02
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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 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
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 25 of 30
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.
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
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 26 of 30
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
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 27 of 30
course of performing Contract work, including, but not limited to, security procedures, business
operations information, or commercial proprietary information in the possession of the State or
Customer. The Contractor 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.
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 28 of 30
39. Leases and Installment Purchases. Prior approval of the Chief Financial Officer (as
defined in Section 17.001, F.S.) is required for State agencies to enter into or to extend any
lease or installment-purchase agreement in excess of the Category Two amount established by
section 287.017 of the Florida Statutes.
40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section
946.515(2), F.S. requires the following statement to be included in the solicitation: "It is
expressly understood and agreed that any articles which are the subject of, or required to carry
out, the Contract shall be purchased from the corporation identified under Chapter 946 of the
Florida Statutes (PRIDE) in the same manner and under the same procedures set forth in
section 946.515(2) and (4) of the Florida Statutes; and for purposes of the Contract the person,
firm, or other business entity carrying out the provisions of the Contract shall be deemed to be
substituted for the agency insofar as dealings with such corporation are concerned." Additional
information about PRIDE and the products it offers is available at http://www.pridefl.com.
41. Products Available from the Blind or Other Handicapped. Section 413.036(3), F.S.
requires the following statement to be included in the solicitation: "It is expressly understood and
agreed that any articles that are the subject of, or required to carry out, this contract shall be
purchased from a nonprofit agency for the Blind or for the Severely Handicapped that is
qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same
procedures set forth in section 413.036(1) and (2), Florida Statutes; and for purposes of this
contract the person, firm, or other business entity carrying out the provisions of this contract
shall be deemed to be substituted for the State agency insofar as dealings with such qualified
nonprofit agency are concerned." Additional information about the designated nonprofit agency
and the products it offers is available at http://www.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.
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 29 of 30
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.
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 30 of 30
EXHIBIT C: CONTRACT FORMS
Forms included in this Contract:
Quarterly Reporting (Excel File)
Contact Information Worksheet
Ordering Instructions
Savings / Price Reductions
Preferred Pricing Affidavit
Product Update (Excel File)
Quarterly Report (Excel file)
Quarterly Report
Form.xlsx Contractor Information Worksheet
Contractor_Informati
on_Worksheet.doc Ordering Instructions
Ordering
Instructions.doc Savings / Price Reductions
Savings-Reduction
Verification.doc Preferred Pricing Affidavit
Preferred Pricing
Affidavit.docx Product Update
Product Update
Form.xls
Exhibit I
State Term Contract
No. 43230000-15-02
Licensing Solutions Providers of Microsoft Software and Services
Page 31 of 31
EXHIBIT C: ITN NO. 07-43230000-L
ITN No. 07-43230000-L
Microsoft LSP ITN-FINAL- FINAL--Revised.pdf
Exhibit I
Pricing Proposal
Quotation #: 13535718
Created On: May-25-2017
Valid Until: Jun-24-2017
City of Miami Gardens FL Inside Account Manager
Tristan Lattibeaudiere
Phone:
Fax:
Email:tlattibeaudiere@miamigardens-fl.gov
Shaina Chinchilla
290 Davidson Avenue
Somerset, NJ 08873
Phone: 800-543-0432
Fax:732-868-6055
Email:Shaina_Chinchilla@shi.com
All Prices are in US Dollar (USD)
Product Qty Your Price Total
1 CoreCALBridgeO365FromSA ALNG SubsVL MVL Pltfrm PerUsr
MICROSOFT - Part#: AAA-12417
Note: Year 1 of 3
400 $15.48 $6,192.00
2 EOArchExchOnln ShrdSvr ALNG SubsVL MVL PerUsr
MICROSOFT - Part#: 4DS-00001
Note: Year 1 of 3
100 $24.60 $2,460.00
3 O365E1FromSA ShrdSvr ALNG SubsVL MVL PerUsr
MICROSOFT - Part#: 7R7-00002
Note: Year 1 of 3
100 $58.92 $5,892.00
4 O365ExtraFileStorage ShrdSvr ALNG SubsVL MVL AddOn XtraStrg1GB
MICROSOFT - Part#: 6WT-00001
Note: Year 1 of 3
500 $3.00 $1,500.00
5 O365E3FromSA ShrdSvr ALNG SubsVL MVL PerUsr
MICROSOFT - Part#: AAA-10758
Note: Year 1 of 3
400 $166.92 $66,768.00
6 PrjctPro ALNG SA MVL w1PrjctSvrCAL
MICROSOFT - Part#: H30-00238
Note: Year 1 of 3
28 $175.05 $4,901.40
7 VisioStd ALNG SA MVL
MICROSOFT - Part#: D86-01253
Note: Year 1 of 3
200 $46.63 $9,326.00
8 WINE3perDVC ALNG SA MVL Pltfrm
MICROSOFT - Part#: KV3-00353
Note: Year 1 of 3
450 $40.64 $18,288.00
9 WinSvrDCCore ALNG SA MVL 2Lic CoreLic
MICROSOFT - Part#: 9EA-00278
Note: Year 1 of 3
96 $124.34 $11,936.64
10 WinSvrSTDCore ALNG SA MVL 2Lic CoreLic
MICROSOFT - Part#: 9EM-00270
Note: Year 1 of 3
120 $18.00 $2,160.00
11 SQLCAL ALNG SA MVL UsrCAL
MICROSOFT - Part#: 359-00961
Note: Year 1 of 3
200 $33.54 $6,708.00
12 SQLSvrEnt ALNG SA MVL
MICROSOFT - Part#: 810-04760
Note: Year 1 of 3
1 $1,379.15 $1,379.15
13 SQLSvrStdCore ALNG LicSAPk MVL 2Lic CoreLic
MICROSOFT - Part#: 7NQ-00302
Note: Year 1 of 3
18 $1,343.16 $24,176.88
14 Microsoft Windows Server - License & software assurance - 1 user CAL - Select,
Select Plus - Single Language
Microsoft - Part#: R18-00130
100 $42.28 $4,228.00
Total $165,916.07
Additional Comments
Thank you for choosing SHI International Corp! The pricing offered on this quote proposal is valid 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
Number when submitting a Purchase Order. For any additional information including Hardware, Software and Services Contracts,
please contact an SHI Inside Sales Representative at (888) 744-4084.
SHI International Corp. is 100% Minority Owned, Woman Owned Business.
TAX ID# 22-3009648; DUNS# 61-1429481; CCR# 61-243957G; CAGE 1HTF0
The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/returnpolicy, unless there is
an existing agreement between SHI and the Customer.