HomeMy WebLinkAboutCity of Tamarac Resolution R-2004-229Temp Reso# 10563
September 27, 2004
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2004- v?a
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, APPROVING THE
PURCHASE OF NEW SYSTEMS TO REPLACE
OBSOLETE COMPUTER EQUIPMENT AND
PURCHASING NEW LAPTOPS FOR CITY
COMMISSION MEMBERS AND OTHER CITY
OFFICIALS, UTILIZING STATE OF FLORIDA
CONTRACT #250-000-03-1; AUTHORIZING AN
EXPENDITURE IN AN AMOUNT NOT TO EXCEED
$93,600; PROVIDING FOR CONFLICTS; PROVIDING
FOR SEVERABILITY; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the State of Florida awarded Contract #250-000-03-1(attached hereto
as exhibit "A") to multiple vendors including Dell Computer, Gateway, Inc. and Compaq,
Inc. with a current expiration date of July 31, 2005; and
WHEREAS, the City Commission approved the funding for replacement of obsolete
Personal Computers (PC's) and printers, purchase of laptops for City Commission and
other City Officials in the FY 05 budget; and
WHEREAS, The State Contract includes reputable vendors giving us the opportunity
to pick the most suitable systems for the need; and
WHEREAS, City Code §6-155 allows the waiver of formal contract procedures for all
supplies, materials and equipment, that are the subject of contracts with the State; and
WHEREAS, it is the recommendation of the Director of IT that the PCs, printers,
servers and laptops budgeted for FY 05 be purchased under State Contract #250-000-03-1
for an amount not to exceed $93,600; and
Temp Reso# 10563
September 27, 2004
Page 2
WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in
the best interest of the citizens and residents of the City of Tamarac to purchase budgeted
computer equipment from listed vendors under State Contract #250-000-03-1.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this Resolution.
SECTION 2: The appropriate City Officials are hereby authorized to purchase
PCs, printers, servers and laptops from vendors listed in the State Contract #250-000-03-1,
during FY05 in an amount not to exceed $93,600.
SECTION 3: All resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 4: If any clause, section, other part or application of this Resolution
is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or
application, it shall not affect the validity of the remaining portions or applications of this
Resolution.
SECTION 5: This Resolution shall become effective immediately upon its
passage and adoption.
U
Temp Reso# 10563
September 27, 2004
Page 3
PASSED, ADOPTED AND APPROVED this 13th day of October, 2004.
ATTEST:
MARION SWE SON, CMC
aexl�4 t-- �--'
ram, J E SCHREIBER
MAYOR
RECORD OF COMMISSION VOTE:
MAYOR SCHREIBER
CITY CLERK DIST 1: COMM. PORTNER _
DIST 2: COMM. FLANSBAUM-
DIST 3: V/M SULTANOF
DIST 4: COMM. ROBERTS
I HEREBY CERTIFY that
have approved this
RESOLUTION as to form.
MITCHELL S. RA
CITY ATTORNEY
D
OCT.15.2002 8:59AM N0.146 P.1/1
FAX.*,A tax was received on 09l20/02 att 11:39:04 AM PEaga 3
EP.20.200E 11:57AM - N0.992 P.3/4
EXHIBIT A
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Mus 009=4 afttive the Lut data mpW brew, is by ad betwaen the 6tate of Fk.a ,
Dgwwx t of lldaaasgut Sa -Am (wDapatcbmanf), in agw q► of tbs SW of Fiat da with oboes it
4050 Espla*&& Ways TalTalxwto Florida 323M950o ad Drat Ma► b ttg I.F., a meted Farpmzship
with offices at One Dall Way Haut $707, Rowd Rod; Tan 78682 000obnOMA).
Tlxe Ccntraotor respmgdcd fie the DqmUwWo Cavitation ibr Rid No. 52-250400 B fr
man Took alogy I3adwm no peps bap daaabo to accapr ft Coma bid cd to
a= Tatra this Ccatta M in su =daze with the germs and mditfcm of the walobdim
r'c=*U&► ad is Roza of tha =*W pramipm ao UUW in the Coadtmat &=GnU, the
Dcpa=ft aad the Contractor da h=by edr robe this Cozimd, which is a sb&
at#' oriud by section 287.042(2)(a) of the Mari& Sud ma (2001). CoubwW Is at dwria to offer
prodw O im the 8allowlag (Wb*aSmties: Pmmd Casa — Delopp P0, — FaMbli PC`a, --
Warl®tatss, anal —PC Ste; Sam — Sarver and Stange Daviaos — Tape VVW.
Thv tan of the CoMa is ftom the aftaft ditto xuly 31a 2005, Tlta CbWad cas� of the
Mowing damma a, w1 in aria of awf&4 d4 have pdm4y io the oar EAW, and ah are
bmby iacosparated a if MY 0 fare: ca
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IT Hardware EXHIBIT A
250-000-03-1
Vendor Information
http.;!lwww 3,com co.m/sniutrons�en�US!_go_v_e�
;:
3Com
..
Ace Computers
http:!lfIashecoM.com/acecomputers/images/f
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;:
ADIC
http:/! www.adc.com/florida
::
Acer America
http:/./www.acer.com,/APPIAKC.IINTERNkT/Ap
Alcatel
MttpWwww—in d�lc�tel can c forms/f1 rival
Am e,rca,n__Powe,r
h t 15 15.19 5 ovrslr. sf c n r ct at 3�
C_onversi_o. ,ns
h_ttpJ.l wwwl 4 vaya.comlfioridastatelfiori444..
::
Avava
CDW-G Toshiba
http contra
;:
Clsc,o
//ww.CisGo-fl.c
http w
http.:.//.www_,comarkg.com/flordaIT
;:
COma_rk
C_o...n,%t% donAd..Air_a0
http LlW-+—W�
Power Tnc (Liebert
—iebertstatecontract.co�
Dell
httpll_p!'emier.dell.comLpr mi rl�c. _I
;:
EM_C
ftp_L1ftP.emc.coml.pub[ usa
http_;//www.geocities.corn/corpea /stateoff.irl_;
Epson.
;:
Extre,m.e
http.:llwww.extrem.enetworks.com/,cornmonl,3
.N,etworks
Executi_ve._S.ou,rce,
http://Www.e.xecsource.com/sf120.0d
::
Fujitsu PC
http:.//www.fujitsupc.co.mlwwwLfLordaPrcng
;:
Fujitsu Techn010 y,
http://www.ftsi.fujitsu.co,servicgs/gov_1fiori
.comtorida
http://Csogrcg.gateway-
All,
G,atewa,.y.
;:
Hewlett-Packard.
htp1l!�!!�!+�mpaq.c_.or�nLtate florida
H,ita.+ch_i
ge flri..com/
http://www.freedomstoraoda
h_ttp://www-l.ibm.comlgold/postal/servletlgc
::
W.M.
EXHIBIT A
Innovative Tech
http:.//.in.n.ova.tivetechinc.com/state/price..htm
:: Lexmark http..://_storg.lexmark.,com/cgi-bin/ncommerce3
Micron http://mgcs..m.icro.npc.com/state/state,—qLflQr
;S NEC.Solutions http_/Lww_ ne�comp_com/,govt./s�tate f/ IJflorid
19? N_etge,ar http�/ www.net ear.com _g vsvcs/florida/sta
It N.Ortel IVeXWOf'KS nizp.;/L W.w.W �,v.�._«�.i�c�rrv_�..� ...r....r..r•--�....-�.--�� --...
Oki Data http,://bpx.._okd,a_ta.co,m/fl.nsf
Polycom http:.//,pol,.p.olyc.o_m.com/F_I_or_d..a./_conte,nt.ham.
4: Powerware http:,l./_w.WW. oe-m,.powerware. co,m/stateofflorid.
Premio I�t pt ww rem' c.c m I rids sta a r" in
Promark_(,Exabyte_& http, //_.w...w..,,w,,.pro_m_arktechc,om/flte_rmcontract/i
Overla,n_d
Riverstone Networks http://_www._rverstone.net.,com./.flor,da/.
SonicWALL h#tp-//www.son_icwall_..c,o_m/fl.or_d_astate/.
:`. Spectra Logic htt w .s ral ic.c m c rrto Ilate
Storage gk http./ www.stora etg �k.com/s.olutions ublic
Sun
Tand.be_rg,._Lnc http://ww,w.tandbergapplicatio.ns.com[flor da/
Te_ICo,m_._E_n jneerin. http://wwwaec-inc.com./Florida_Contract htntl
Consultants.
Un _Sys http:j/unisys,comjmarketplacejst to RL
:: VTEL http://Www.vtel.co.m/state/.f,lprid.a/`
Xerox http://idsdocushare2.x ds.com/dscgi/`.ds.py/-Vil
IT Hardware Home
Technical Specifications
Page 1 of 7
Technical Specifications
Contents
2.01 Hj ible.Rord are
2.02 Eligjblc j�,randi
2.03 :. dditional Eligible. Brands
2.04 icleu 1'elc�cuttlerettcing_S s#erns un:�( �'icic�u.iridgip; F�1uil��ien,t Spceif%cati.t�t�
2.05 4tindarci 5u_lal�ort.I..e� cis
2.06 :1ddihottal Support-Ntdeo.Tcleconferenc_itlg untl idert Brcl;;in1; Equipment
2.07 ltdui his_hecl tincl lZenianufactured Product
2.01 E1i . a wa • The Contract shall include hardware products grouped within the
following categories:
:: Personal Computers
+= Thin Clients
# Servers
V Connectivity Devices
i Tninterruntible Power Supplies and Surge Suppressors
es, Storage Devices
Printers
0' Videoconferencing Systems and Video Bridging Equipment
All
4. Firewalls
Hardware subcategories are identified below under "Eligible Brands" and on the bid tables.
In addition, during the term of the Contract, Contractors may offer hardware components
normally associated with the product category or subcategory they are authorized to offer,
provided (1) they shall do so at the same or greater percentage price discount offered for the
category or subcategory and (2) the product does not fall within another category or subcategory
that the Contractor is not authorized to offer. For example, a Contractor authorized to offer
Personal Computers may offer monitors, keyboards, mice, memory upgrades, pen plotters,
scanners, CD-ROM drives, data storage, CPU upgrades, digital cameras, handheld computers,
monitors, expansion cards, modems, speakers and other standard system components; the
Contractor shall not, however, offer printers, unless authorized to do so either as a direct bidder
under those categories or as a reseller certified by a direct bidder under those categories.
Contractors shall also offer at the same or greater percentage price discount, and either installed
or uninstalled at the Customer's option, software necessary or reasonably related to their
authorized hardware; for example, operating systems, productivity suites, communications, etc.
Contractors may also install preconfigured software loads provided by the Customer.
This additional hardware and software option is for the convenience and benefit of Customers
and Contractors. The intent of the option is to promote "one -stop shopping" for both basic and
enhanced systems. The Department reserves the right to prohibit the sale of any and all
additional products if the Department determines, in its sole discretion, that a Contractor is
abusing the option to circumvent Contract pricing or to offer products it is not authorized to
offer. In any "bundled deal," Customers are encouraged to review pricing carefully, to purchase
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Technical Specifications
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products that meet their needs at the lowest net delivered costs, and to report any problems to the
Contract Specialist.
The Department reserves the right to increase or decrease the number of authorized hardware
categories and subcategories as markets change and new technologies emerge.
2.02 Eligible Brands: Only the following brands shall be eligible for bid within each category
and subcategory, unless a bidder satisfies the criteria outlined below under paragraph 2.03,
"additional eligible brands." Particular products within each brand are identified on the bid
tables included in section 4.0 of these solicitation documents; bidders may offer those products
most closely associated with the identified products as of the date bids are due.
I Personal Computers
• Desktop PCs: Acer, Compaq, Dell, Fujitsu/Siemens, Gateway, Hewlett-
Packard, IBM, Micron, and NEC
• Portable PCs: Acer, Compaq, Dell, Fujitsu/Siemens, Gateway, Hewlett-
Packard, IBM, NEC, and Toshiba
• Workstations: Compaq, Dell, Fujitsu/Siemens, Hewlett-Packard, IBM, and
SGI
• PC Servers: Compaq, Dell, Fujitsu/Siemens, Gateway, Hewlett-Packard,
IBM, and NEC
• Thin Clients: Acer, Boundless Technology, Cedar Systems, Compaq, IBM,
Neoware, Netier and Network Computing Devices
10 Servers
• Enterprise Servers: Compaq, Fujitsu/Siemens, Hewlett-Packard, IBM, NCR,
Sun, and Unisys
• Midrange Servers: Bull, Compaq, Fujitsu/Siemens, Hewlett-Packard, IBM,
and Sun
• Entry -Level Servers: Bull, Compaq, Fujitsu/Siemens, Hewlett-Packard,
IBM, and Sun
• Server Appliance for Internet Applications: CacheFlow, Compaq, Dell,
Hewlett-Packard, IBM, NETmachines, Network Appliance and Sun
:- Connectivity Devices
• Network Routers: 3Com, Alcatel, Cisco, Enterasys, Erricsson, Juniper,
Lucent, Netgear, and Nortel
• Network Switches: 3Com, Alcatel, Avaya, Cisco, D-Link, Enterasys,
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Technical Specifications
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Extreme Networks, Foundry Networks, Hewlett-Packard, Marconi, Netgear,
Nortel, and SMC
:' U 'ter P rlies and SlIrge Suppresso American Power
Conversion, Best Power, Exide Electronics Group, IntelliPower, and TrippLite
lot Stora emDeyim
Disk Array: Compaq, EMC, Fujitsu/Siemens, Hewlett-Packard, Hitachi,
IBM, LSI, Storage Technology, and Sun
• Optical: FileNET, Hewlett-Packard, Plasmon LMS and Maxoptic
Tape Products: ADIC, Benchmark, Compaq, Dell, Ecrix, Exabyte, Hewlett-
Packard, IBM, Overland Data, Quantum/ATL, Seagate, Sony, Storage
Technology, Sun, and Tandberg
Ur Pri r
• Production Printers: Canon, Heidelburg, IBM, OCE, Xeikon, and Xerox
• Workgroup Printers: Canon, Hewlett-Packard, IBM, Lexmark, Minolta-
QMS, OCE, Oki Data, Ricoh, Sharp, and Xerox
.► V• r i s i t• NEC, PictureTel,
.,.
Polycom, Sony, Tandberg, WON and VTEL
:w Firewalls Atipa, Axent Technologies, BorderWare Technologies, CyberGuard,
Equant Integration Services, eSoft, Freemont Avenue Software, IBM, InfoExpress,
Internet Appliance, Livermore Software Laboratories, Netscreen Technologies,
NetWolves, PGP Security, Solsoft, SonicWall, Symantec, Tiny Software,
WatchGuard Technologies, Zone Labs and Zyan Communications.
2.03 Additional Eligible Brandom In addition to the foregoing brands, the Department will
consider other manufacturers' brands. To be eligible for consideration, a bidder must
conclusively demonstrate, by documentation submitted with its bid in the manner and time
described in the Instructions to Bidders, either (1) for all categories except Video
Teleconferencing, that the brand offers products comparable to those identified and that it
satisfies the criteria for "other" brands specified on the bid table for that particular category (for
example, a minimum installed base, greater percentage of market share, etc.), or (2) for Video
Teleconferencing Systems and Video Bridging Equipment, that the brand complies with the
following specification (section 2.04).
2.04 Vi f to V' eo rid ' i t i
Standard P tocol5
Internation Tel communicate n Union - Tel n St dard' ation Sect r IT -T
H.221 Frame structure for a 64 to 1920 kbit/s channel in audiovisual teleservices
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Technical Specifications
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H.224 A real time control protocol for simplex applications using the H.221
LSD/HSD/MLP channels
H.230
Frame -synchronous control and indication signals for audiovisual systems
H.231
Multipoint control units for audiovisual systems using digital channels up
to 1920 kbit/s
H.242
System for establishing communication between audiovisual terminals
using digital channels up to 2 Mbit/s
H.243
Procedures for establishing communication between three or more
audiovisual terminals using digital channels up to 1920 kbit/s
H.261
Video CODEC for audiovisual services at p x 64 kbit/s
H.263
Video coding for low bit rate communication
H.281
A far end camera control protocol for videoconferences using H.224
H.320
Narrow -band visual telephone systems and terminal equipment
H.323
Packet -based multimedia communications systems
G.711
Pulse code modulation (PCM) of voice frequencies
G.722
7 kHz audio -coding within 64 kbit/s
G.728
Coding of speech at 16 kbit/s using low -delay code excited linear
prediction
T.120 Data protocols for multimedia conferencing
Copies may be obtained from:
International Telecommunication Union
List of ITU-T Recommendations
«-�� ��-.itu.ifltipublicatic�ns
In systems where equipment of different manufacturers is proposed, the Contractor is responsible
for insuring the compatibility of the equipment to be purchased, including any required tests or
demonstrations.
The teleconferencing equipment covered by this specification shall be supplied with all
necessary software and AC power cord. The Contractor shall provide the Customer with any
assistance required in selecting the necessary equipment, options, and accessories needed to
configure teleconference systems meeting user needs.
CODEC
Diagnostics: All CODEC's shall include diagnostics for local use. Specific diagnostics must be
listed that are available either remotely or locally.
Software Updates: As a part of the warranty in the first year and under any maintenance
agreement thereafter, software updates for CODEC's purchased under this specification shall be
updated, at no cost to the Customer, in a timely manner to adhere to new standards when they are
incorporated by the Contractor.
Auto -Answer: The CODEC shall be capable of engaging in a videoconference automatically
when called or connected.
Transmission Data Rates/Standards: The CODEC shall be capable of supporting ITU-T
standards H.320 or H.323 or both (i.e., dual compliant). An H.320 compliant CODEC shall be
capable of full duplex, color video and integrated audio for transmission across industry standard
telephone facilities (T-1 and ISDN) with transmission rates of at least 112 Kbps. An H.323
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Technical Specifications
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compliant CODEC shall be capable of full duplex, color video and integrated audio transmission
across LAN/WAN facilities at transmission rates of at least 128 Kbps.
CODEC Video: The CODEC shall have picture resolution of no less than 352 x 288 pixels at full
OF (FCIF), and shall support picture -in -picture or windowing. The CODEC shall be capable of
being connected to a video bridge for multi -room conferences.
CODEC Audio: The CODEC audio system shall:
be full duplex, have active echo cancellation, and be simple to tune for a particular
room;
be compatible with other video conferencing systems;
0 allow normal conversation between rooms as if the users were in the same location;
.006
allow users to talk from both ends at the same time, with interruptions to either party,
without clipping, distortion, or loss of contents;
:, have privacy or mute function capability from the system control unit;
°•R support the requirement of a bridge or virtual bridge for multi -room conferencing;
provide for "Lip Sync" between the video and audio and allow volume adjustments
from the CODEC control unit; and
0 contain the audio amplifiers, echo canceller, and combiner either internal to the
CODEC or by the use of external equipment, as well as the control switching
functions for both audio and video.
Video B ' in E ent
General: The video bridging equipment covered by this specification shall be supplied with all
necessary hardware, software, and cables needed to connect to the network and AC power. The
video bridge shall be configured according to the Customer's requirements at the time of order.
Mihmum R uir ent
Vid C m essi n Al o ' hm : Video bridges shall be capable of integrating signals from ITU-
T H.320 and/or H.323 compliant CODECs and support ITU-T H.231 (Multipoint control units
for audiovisual systems using digital channels up to 1920 kbit/s); and be able to link at least three
(3) H.320 and/or H.323 CODECs. Video bridges shall also be compatible with ITU-T H.243
(Procedures for establishing communication between three or more audiovisual terminals using
digital channels up to 1920 kbit/s) for control procedures between H.231 video bridges and
H.320/H.323 CODECs.
Ca cad' : All ITU-T H.320 video bridges shall accept a minimum of three simple video bridge
cascades.
sVtchi : All video bridges shall support ITU-T H.243 (Procedures for establishing
communication between three or more audiovisual terminals using digital channels up to 1920
kbit/s) voice activated switching (sites are viewed as participants speak), and shall have chair
person controlled video switching (facilitators at sites select site to view).
Reservatio and Dia nos ics: The video bridge shall provide conference reservation features,
either by built-in software or by communication with an outside reservation system. The
reservation feature shall provide advanced scheduling capabilities with automatic dial up and/or
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Technical Specifications Page 6 of 7
manual dial -in of conference sites, and ad hoc conferencing configurations. Additionally,
operational control and monitoring of multipoint conferences shall be included and shall provide
complete analysis and control of all conferences.
Audio Compression Algorithms:. Video bridges must support at least the following ITU-T audio
coding schemes: G.711, G.722 and G.728.
2.05 Standard Support : Contractors shall provide the following levels of support under
the Contract:
Inside delivery, with buyer set-up and installation
:= Standard manufacturer's warranty
;a 30-day money back euarantee. return to Contractor, with no shipving charges or
restocking fee or comparable charges
Optional Support that may be offered on particular purchases:
ar Contractor set-up and installation
:" Warranty upgrade (to 5-year maximum). Warranty upgrade may be purchased at
time of system purchase or during the warranty period
V. Warranty service response upgrade, e.g.; maximum 4-hour response and/or 8-hour
response
Optional support levels resulting in increased cost to Customers shall be clearly and separately
identified on the Contractor's authorized product and price list. Integrated components shall
carry the same support level and warranty provisions as the system (by way of non-exclusive
example, monitors, keyboards, mouse and trackball, expansion boards, network interface cards,
internal modems, and multimedia). Customers shall not be required to purchase maintenance
from Contractor and may enter into separate agreements for maintenance and support with
persons other than Contractor.
2.06 Additional Support - Teleconferencing and Video
In addition to the Standard Support Levels referenced above, the following minimum Customer
training is required. The cost of this training shall be included in the purchase price of the
equipment.
Video Teleconferencing Equipment:
When requested by the Customer, the Contractor shall provide on -site training in the
use of the new equipment at each of the Customer's videoconference rooms.
Training shall include all aspects of equipment operation, including basic problem
identification, and shall include operating instructions and system documentation.
Training sessions shall be at least one hour in length, and may be consolidated with
the Customer's approval for multiple systems delivered to the same location, e.g., a
building or campus. Training dates and times shall be coordinated with the
Customer.
:% Video Bridging Equipment:
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Technical Specifications
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When requested by the Customer, and for each video bridging equipment package
purchased, the Contractor shall provide on -site technical and operational training for
at least one system administrator. The training session shall be at least four hours in
length. Training shall include all required instruction manuals, technical documents,
and software, and shall cover all aspects of the programming and operation of the
equipment. This training may also be supplemented by user training at the
Contractor's facilities. Training dates and times shall be coordinated with the
Customer.
2.07 u ct c • The State encourages recycling and
conservation of resources. Toward this end, a Contractor may offer refurbished and
remanufactured product and product with refurbished and remanufactured components.
"Refurbished" means the product or component has been cleaned, resurfaced, re -engineered, and
returned to its original level of operation. "Remanufactured" means the product or component
has been repaired or upgraded by incorporating used equipment, parts, or systems from
elsewhere. A CONTRACTOR SHALL CONSPICUOUSLY CT RED PRODUCT OR COMPONENTS FY ANY
REFURBISHED OR REMANUFA OFFERED
UNDER THE CONTRACT. Any such product shall be completely tested by the Contractor
and ready for installation, and shall be covered by the standard support levels specified in
sections 2.05 and 2.06. Customers should consider that lowest price does not always equate with
best value. Customers should consider the technical merits of used vs. new product, and should
weigh the merits against the capital and operational costs for the product's expected life cycle.
Unless a purchase order expressly specifies refurbished or remanufactured product or
components, the Contractor shall furnish new product only.
IT Hardware hone
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General Conditions
Page I of 20
General Conditions
Con -tents
3.01 Definitions
3.02 FAIg i 4 le C jus-W.icus
3.03 Reqw.ots. Imr-Qui2to
3.04 PQstino. and, Revisioupf Authorriced
Vi',qduct t
3.05 Prodtict-Versi,on
3.06 Quanti.h Discounts
3.07 Best P.I.Tic.i.n.-Offer
3.08 Sales PrQqn9tions
3.09 'I"i-ad.cnin
3.10 Americans `Fill -Risabilitigs. A -Pt
3.11 V j x
3.12 9orkes
3.13 Purchase -Orders
3.14 Jng
3.15 INUti-dag-m-re -.Nam-ewn--d Approved Equiv e
3.16 1 U-t-IM9 LQLs- Site
3.17 Safpt�.
3.18 Liter. gure
3.19 Tramspgrj ..aC,d _
3.20 Installation
3.21 1 e ow-ection ............... . and.-Aize Pta v
3.22 TitleAQ-1)-cliverables
3.23 Softvyprq.,L.i..c,.en.sc (ira.u.1
3.24 In I . .... . ........ ........ . .. .... ................ .. .. .... ..
3.25 Taxes
3.26 ('usto.m.er's Opfau. It
3.27 Xmitial Am pppulations
.. .. .... ........
3.28 Surciiarge Fee --a---- - ------nd
--5.
3.29 Govern,men " tl-R
' aestrig.0wis
3.30 Compliance.with Labs.
3.31 i
3.32 1ride,ninification
cation
...
3.33 Pedo rmance Bond
3.34 Suspension of.)V,9,jrl*
3.35
3.36 Temlinationfor C.a.u.s.e
3.37 Force-Majeurv, ANotice.ofDoloy Delay
.... .... .... .. .. ... .. . .. Delay
. ..
3.38
3.39 Scope-Cliaixges
3.40 Reiivv« al
3.41 A dv
3.42 Assionpient
3.43 Dis
pute R.e.s.oltu t.ton
3.44 Avu.ts
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3.45 5ecu:ritN 11nd O)RCKIP00111JOY.
3.46 independent Contractor Status of('o»trac_tgr
3.47 195u-an4.c` lMs-ti--k1—_c_W5
3.48 Sct'v_ice
3.49 «'arrant)
3.501'_arra.it� _o1'u.thcyrt�
3.51 W;Rrrantr:_ot_.r*n�liy to..Pct'Cg�"tn_
3.52 Near 2000L o_mpliance «`arranty
3.53 Waria_ntof ho Hardstop/Pass ve License NlonitorinLy
3.54 tioice
3.55 I_c'ms-O' a_rid Iiictallineiit.Pu)chases
3.56 Prison Rehabilitative Industries and Diversified Enterprises, nc. (f'FiIUE:)
3.57 titod t fiat_Qn (Tern s
3.58 AN'' a s er
3.S9 >~ eect on �n Countciparts
3.60 SL -VI.1 tlitY,
3.01 Def nitiM :_
The term "bid" means the offer extended to the Department in response to this solicitation. The
forms to accompany the bid are included in section 4.0 of these solicitation documents.
"Contract" means the legally enforceable agreement, if any, that results from this solicitation.
The parties to the Contract will be the Department and Contractors. The Contract shall be
reduced to writing substantially in the form included in section 4.0 of these solicitation
documents.
"Contract Specialist" means the State Purchasing employee who is primarily responsible for
administration of the Contract. The Contract Specialist is identified in the Instructions to
Bidders, and the Department shall conspicuously post contact information on its Internet web
page associated with the Contract. The Department may appoint a different Contract Specialist,
which shall not constitute an amendment to the Contract, by updating the posted contact
information and sending notice to Contractor. Any communication to the Department by
Contractors, by State Customer contract managers or contract administrators, or by other
Customer purchasing officials, shall be addressed to the Contract Specialist.
"Contractor" means a successful bidder, which, along with the Department, will enter into the
Contract. The Department anticipates making a multiple award, but for sake of convenience the
solicitation documents use the singular form of this term. If a Contractor is a manufacturer, its
certified dealers and resellers may also furnish products under the Contract; in choosing to do so,
the dealers and resellers agree to honor the Contract and the term "Contractor" shall be deemed
to refer to them. Unless awarded the Contract as a direct bidder, however, dealers and resellers
are not parties to the Contract, and the Contractor that certifies them shall be responsible for their
actions and omissions.
"Customer" means the State agencies and other eligible users that will order products directly
from the Contractor under the Contract. By ordering products under the Contract, the Customer
agrees to its terms. Customers are not, however, parties to the Contract.
"Department" means the Florida Department of Management Services. The Department will be
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a party to the Contract. "State Purchasing," a division within the Department's Support
Program, is responsible for administration of this solicitation and will be responsible for day-to-
day administration of the Contract. State Purchasing may be reached at 4050 Esplanade Way,
Suite 360, Tallahassee, FL 32399-0950, (850) 487-4634, or via links posted at
fi ip: �� �� �e rly i7�,�ri�ia.cc�i17 ink t1��ricla hu in�ti i�idc .h t7�1. The Department reserves the right to
contract with a third -party service provider to assume responsibility for administration of the
Contract.
"Product" means any deliverable under the Contract, which may include commodities, services,
technology or software.
"Purchase order" means the form or format a Customer uses to make a purchase under the
Contract (e.g., a formal written purchase order, electronic purchase order, procurement card, or
other authorized means).
"State" means the State of Florida and its agencies.
3.02 Eligible Customers: Section 287.056 of the Florida Statutes governs agencies' use of the
Contract. Others may seek Department approval under section 287.042(2)(a) as an eligible user
of the Contract. Customers participating in the Contract do so according to the following terms:
(1) non -State Customers assume and bear complete responsibility with regard to performance of
any contractual obligation or term; (2) breach of a Contract term by any particular Customer
shall not be deemed a breach of the Contract as a whole, which shall remain in full force and
effect, and shall not affect the validity of the Contract nor the Contractor's obligations to non -
breaching Customers or the Department; (3) the State shall not be liable for any breach by a non -
State Customer; (4) each non -State Customer and the Contractor guarantee to save the State and
its officers, agents, and employees harmless from liability that may be or is imposed by their
failure to perform in accordance with their obligations under the Contract.
3.03 Requests for Quotes: Unlike most products, technology products historically decrease in
price over time. Therefore, it is in the Customer's best interest not to set the price for any
particular technology product until the date the product is purchased. For all purchases of $2,500
or greater, CUSTOMERS ARE RESPONSIBLE FOR COMPETITIVELY SETTING THE
PRICE FOR EACH PARTICULAR ORDER, AND THEY SHALL DO SO BY
INITIATING A REQUEST FOR QUOTES ("RFQ"), which is an oral or written request for
written pricing or service information from a Contractor for products available under the
Contract from that Contractor. Customers shall create and maintain written records of oral and
written requests, as well as records of quotes received. Quotes shall be in writing but otherwise
informal, and need not be received or posted publicly or at a particular time or place. A
Customer shall initiate a sufficient number of requests to obtain a minimum of three quotes,
should look for a Contractor willing to beat its own (or a competitor's) currently authorized
Contract price, and shall place its purchase order with the Contractor quoting the lowest price,
unless the Customer documents in writing that the lowest price quote would not result in best
value (for example, lowest price is for refurbished or remanufactured product).
3.04 Posting_a Revision of Authorized Product and_ Price List: Every Contractor shall
maintain on the Internet a list of the products it is authorized to sell under the Contract. The list
shall clearly indicate the ceiling price for each product, expressed either as a single price or as a
percentage savings off the "benchmark" price. On the Ordering Instructions form submitted with
the bid, bidders shall note the proposed Universal Resource Locator (URL) for this list. Posting
of the list in a form easily accessible to the Department and Customers shall be a condition
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precedent to Contractor's right to payment under the Contract. The Department, in its sole
discretion, may maintain Contractor's authorized list or provide electronic links to it.
Regardless of the number of links to the list, Contractor shall ensure that Customers are able to
access one, and only one, version of the authorized list. The authorized list shall include, either
directly or via electronic link, the following: Contract number; contact person; part or product
numbers and descriptions; ordering information; and pricing information.
Contractor's initial authorized list shall be substantially identical to the "benchmark" list
submitted with the bid and used in making the award, or that portion of it bid by Contractor.
Contractor shall not make the list generally available or accept any orders off of it until the
Department approves the list. Contractor may thereafter amend the list to reflect product line
and price changes, subject to the following restrictions.
0 For product line changes, a Contractor shall offer products under the Contract only
within those sub -categories it is currently authorized to offer. For example, if a
Contractor currently is authorized to sell servers but not personal computers, the
Contractor shall not add personal computers to its authorized list of products. During
the term of the Contract, however, a Contractor may seek to increase the number of
product categories it is authorized to offer by being added as an authorized Contractor
for other categories, as outlined in paragraph 3.12 of these General Conditions. Upon
written request of a Customer, the Department may waive this prohibition for a
particular transaction and allow a Contractor to bundle and sell products that it is not
currently authorized to sell along with products that is authorized to sell, if the
Customer conclusively demonstrates, to the Department's satisfaction, that the
"package deal" would provide the best value to the State. Within its currently
authorized product categories, a Contractor may amend its list to reflect product
developments. Any added product shall be offered at the then -current authorized
percentage discount, which shall always be at least as great as the discount offered
initially.
.r For price changes, a Contractor shall only decrease, and shall never increase, the
prices offered initially (stated differently, a Contractor may increase, but never
decrease, its percentage discount). Posted price reductions shall take effect
immediately and be applied to unshipped and subsequent orders. CONTRACTORS
ARE FREE TO OFFER GREATER DISCOUNTS FOR INDIVIDUAL
TRANSACTIONS, AND CUSTOMERS ARE REQUIRED TO SEEK THEM
AND TO EXPLORE WHETHER OTHER CONTRACTORS AUTHORIZED
FOR THE PRODUCT CATEGORY OFFER BETTER DISCOUNTS
THROUGH THE RFQ PROCESS.
At least two business days before making any changes to the posted authorized list —
whether to products, to prices, or otherwise — a Contractor shall notify the Contract
Specialist by a -mail of its intent to make a change and describe the proposed change.
The Department may, in its sole discretion, prohibit any requested change or direct a
Contractor to undo any change already made. In addition, the Department may direct
rescission of any purchase order entered into on the basis of an unauthorized product
and price list.
:I Changes to the authorized list or to related information (for example, ordering
information) shall not be deemed Contract amendments.
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On a quarterly basis, or more frequently if directed in writing by the Contract
Specialist, Contractor shall submit written certification of changes made to its
authorized list. The certification shall be substantially in the form included in Section
4 of the solicitation documents, "Certification of Changes to Authorized Product and
Price List." Failure to submit the form in a timely manner shall constitute grounds
for terminating the Contract. Falsification of any information on the form shall
subject Contractor to civil liability and criminal prosecution.
'V The Department reserves the right to revise these restrictions in conjunction with
implementation of an on-line procurement system.
3.05 Product Version: Purchase orders shall be deemed to reference a manufacturer's most
recently released 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.
3.06 Quantity Discounts: Contractors are urged to offer additional discounts for one time
delivery of large single orders of any assortment of items. 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.
3.07 Be t Pricing Offer;, During the Contract term, if the Contractor sells substantially the same
or a smaller quantity of a product outside the Contract, but upon the same or similar terms of the
Contract, at a lower price, then at the discretion of the Department the price under the Contract
shall be immediately reduced to the lower price.
3.08 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 or for a specific Customer group (e.g., K-12, Higher
Education, State Customers, etc.). A Contractor shall submit to the Contract Specialist
documentation identifying the proposed (1) starting and ending dates of the promotion or (2)
specific Customers to which the promotion is addressed and (3) products involved and (4)
promotional prices compared to then -authorized prices. Promotional prices shall be available to
all Customers. Upon approval, the Contractor shall conspicuously post notice of the promotion
with its authorized product list.
3.09 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 Office of the State Comptroller and to the agency property custodian.
3.10 Amiricans With DisabilitiContractors should identify any products that may be
used or adapted for use by visually, hearing, or other physically impaired individuals.
3.11 Energy Star • The Federal Environmental Protection Agency encourages the
manufacture of energy efficient computer hardware, and the State supports this initiative. The
Department prefers that all products offered under the Contract be Energy Star compliant and
bear the EPA Energy Star Logo. Customers should seek to reduce the total cost of equipment
ownership and operation, and they should consider the purchase of Energy Star compliant
equipment if it meets their performance needs.
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3.12 Authorize u atgories: Upon Contractor's written request, the Department may
authorize the Contractor to furnish product under other categories or subcategories identified in
the solicitation documents. In considering Contractor's request, the Department shall apply
substantially the same terms and conditions governing the initial solicitation. The Department's
decision on the request shall be final and not subject to appeal of any kind.
3.13 pj c A 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 287.0580) of the Florida Statutes shall be deemed to incorporate by reference the
requirements of subparagraphs (a) through (f) thereof. Even where not otherwise required,
CUSTOMERS ARE ENCOURAGED TO INCLUDE PROVISIONS THAT PROMOTE
GOOD CONTRACT MANAGEMENT PRACTICES AND ENABLE THE CUSTOMER
AND CONTRACTOR TO MONITOR AND ADJUST PERFORMANCE, for example,
provisions clearly defining the scope of the work, provisions dividing the order into objectively
measured deliverables, provisions setting forth schedules for completion and (where appropriate)
liquidated damages for untimely completion, etc. State Customers shall designate a contract
manager and a contract administrator as required by subsections 287.057(14) and (15) of the
Florida Statutes. The Department reserves the right to revise this section in conjunction with
implementation of an on-line procurement system.
3.14 pagkgg1=. 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.
3.15 tand Approved•v t • Unless otherwise specified, any
manufacturers' names, trade names, brand names, information and/or catalog numbers listed in a
specification are descriptive, not restrictive. With the Department's prior approval, the
Contractor may offer any product that meets or exceeds the applicable specifications. The
Contractor shall demonstrate comparability, including appropriate catalog materials, literature,
specifications, test data, etc. The Department shall determine in its sole discretion whether a
product is acceptable as an equivalent.
3.16 1 P_ggf 1: at Contractor' it • The State reserves the right to inspect, at any reasonable
time with prior notice, the equipment or product or plant or other facilities of a Contractor or
prospective Contractor (bidder) to assess conformity with Contract requirements and to
determine whether they are adequate and suitable for proper and effective Contract performance.
3.17 Safety Stan rS - 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
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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.
3.18 Literature; Upon request, the Contractor shall furnish Customers literature reasonably
related to the product offered, for example, user manuals, price schedules, catalogs, descriptive
brochures, etc.
3.19 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 to deliver or intentional delays shall be cause for Contract
cancellation and Contractor suspension.
3.20 Installation_ Where installation is required, Contractor shall be responsible for placing and
installing the product in the required locations at no additional charge, unless otherwise
designated on the purchase order. Contractor's authorized product and price list shall clearly and
separately identify any additional installation charges. All materials used in the installation shall
be of good quality and shall be free of defects that would diminish the appearance of the product
or render it structurally or operationally unsound. Installation includes the furnishing of any
equipment, rigging, and materials required to install or replace the product in the proper
location. Contractor shall protect the site from damage and shall repair damages or injury caused
during installation by Contractor or its employees or agents. If any alteration, dismantling,
excavation, etc., is required to achieve installation, the Contractor shall promptly restore the
structure or site to its original condition. Contractor shall perform installation work so as to
cause the least inconvenience and interference with Customers and with proper consideration of
others on site. Upon completion of the installation, the location and surrounding area of work
shall be left clean and in a neat and unobstructed condition, with everything in satisfactory repair
and order.
3.21 Inspection andAcceptance: Inspection and acceptance shall be at destination unless
otherwise provided. For Contractor -installed products, the date of acceptance is the date the
Customer accepts the product as installed and in good working order, as determined by any
appropriate acceptance testing, and the Customer shall certify in writing to the Contractor when
the product is accepted (if training or other post -installation services are included in the purchase
order, the acceptance shall be conditional). For Customer -installed products, the date of
acceptance shall be the delivery date. 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 damage
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 of 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.
3.22 Title to DelivgrFor purposes of this section, a "product" is any deliverable furnished
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under the Contract, including but not limited to (1) components of the hardware environment, (2)
printed materials, (3) third -party software, (4) programs and programming modifications,
customizations, tools, data, modules, and components, and (5) any tangible or intangible
properties embedded therein. A product is "existing" if it is a tangible or intangible licensed
product that exists before Contract work begins (the Contractor shall bear the burden of proving
that a product existed before work began). A product is "custom" if it is any product,
preliminary or final, that is created under the Contract for the Customer by the Contractor or its
employees, subcontractors, or agents.
For existing hardware products, title to a hardware product shall pass to Customer upon
written acceptance. For existing software products, that are normally commercially distributed
on a license basis by the Contractor or other independent software proprietary owner (ISPO),
whether or not embedded in, delivered, or operating in conjunction with hardware or a custom
product, title shall remain with the Contractor or ISPO. Effective upon acceptance, such product
shall be licensed to the Customer in accordance with the Contractor or 1SPO's standard licensed
agreement, provided, however, that the license agreement shall, at a minimum, (1) grant the
Customer a non-exclusive license to use, execute, reproduce, display, perform, adapt (unless the
Contractor demonstrates to the Customer before execution of a purchase order that adaptation
will violate existing agreements or law) and distribute the product to authorized users up to the
license capacity identified in the purchase order with all license rights necessary to effect the
Customer's stated purpose, and (2) recognize the State as the licensee, where the Customer is
part of the State. Where these rights are not otherwise covered by the ISPO's standard license
agreement, the Contractor shall obtain these rights at its sole expense. The Customer shall
reproduce all copyright notices and any other legend of ownership on any copies authorized
under this paragraph.
For custom products, effective upon creation the Contractor hereby conveys to the
Customer the sole and exclusive rights, title and interest in the product, including all trademark
and copyrights, and the Contractor shall take all necessary and appropriate steps to ensure that
the products are protected against unauthorized copying, reproduction, or marketing through the
Contractor or its employees, subcontractors, or agents; provided, that the Contractor may
otherwise use any related or underlying general knowledge, skills, ideas, concepts, techniques
and experience developed under the Contract. In the alternative to taking exclusive ownership
and title to such products, the Customer may elect, by providing written notice to the Contractor,
to take a non-exclusive license to use, execute, reproduce, display, perform, and distribute the
product as described in the preceding paragraph.
3.23 Soft are Ll ense grant_ Where product is acquired on a licensed basis, the following
terms shall constitute the license grant.
Scope: Licensee is granted a non-exclusive license to use, execute, reproduce, display,
perform, or merge the product within its business enterprise in the United States up to the
maximum licensed capacity identified on the purchase order. The product may be accessed,
used, executed, reproduced, displayed, or performed up to the capacity measured by the
applicable licensing unit identified on the purchase order (i.e., payroll size, number of
employees, CPU, MIPS, MSU, concurrent user, workstation, etc.). Licensee shall have the right
to use and distribute modifications and customizations of the product to and for use by any
Customers otherwise licensed to use the product, provided that any modifications, however
extensive, shall not diminish licensor's proprietary title or interest. This paragraph grants no
license, right, or interest in any trademark, trade name, or service mark.
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Term: The license term shall begin the date the product is accepted. Where a license
involves licensee's right to copy a previously licensed and accepted master copy, the term shall
begin the date the purchase order is executed.
Documentation. Upon request, the Contractor shall deliver to the licensee at the
Contractor's expense (1) one master electronic copy and one hard copy of product
documentation or (2) one master electronic copy and hard copies of the product documentation
by type of license in the following amounts, unless otherwise agreed: for individual/named user,
one copy per licensee; for concurrent users, ten copies per site; for processing capacity, ten
copies per site. The master electronic copy shall be in either CD-ROM or diskette format and
usable without conversion (for example, if a unit has only a 3'/z" disk drive, software shall be
provided on 3'/z" diskettes). The Contractor hereby grants the Customer a perpetual license right
to make, reproduce (including downloading electronic copies), and distribute, either
electronically or otherwise, copies of product documentation as necessary to enjoy full use of the
product in accordance with the terms of the license.
Technical Support and Maintenance: Licensee may elect the technical support and
maintenance ("maintenance") set forth in the Contract by giving written notice to the Contractor
any time during the Contract term. Maintenance shall include, at a minimum, (1) providing error
corrections, patches, updates, revisions, fixes, upgrades, and new releases to licensee, and (2)
Help Desk assistance accessible via toll -free or local telephone call or on-line. The Contractor
shall maintain the products so as to provide licensee with the ability to use the products in
accordance with the product documentation, without significant functional downtime to ongoing
operations during the maintenance term. The Customer shall not be required to purchase
maintenance for use of the product, and the Customer's license shall not be invalidated for
refusal to purchase maintenance. The maintenance term(s) and any renewals are independent of
the Contract term. The Customer may discontinue maintenance at the end of any current
maintenance term upon notice to the Contractor; provided, the term shall not automatically
renew. If the Customer does not initially acquire, or discontinues, maintenance, the Customer
may at any later time reinstate maintenance without any penalties or other charges, by paying the
Contractor the amount, if any, that would have been due under the Contract for the period that
maintenance had lapsed, or for twelve months, whichever is less.
Transfers: Licensee's operations may be altered, expanded, or diminished. Licenses may
be transferred or combined for use at an alternative or consolidated site not originally specified
in the license, including transfers between agencies. Contractor approval is not required for such
transfers, but licensee shall give prior written notice to the Contractor. There shall be no
additional license or other transfer fees due, provided that (1) the maximum capacity of the
consolidated machine is equal to the combined individual license capacity of all licenses running
at the consolidated or transferred site (e.g., named users, seats, or MIPS) or (2) if the maximum
capacity of the consolidated machine is greater than the individual license capacity being
transferred, a logical or physical partition or other means of restricting access will be maintained
within the computer system to restrict use and access to the product to that unit of licensed
capacity solely dedicated to beneficial use for licensee. If the maximum capacity of the
consolidated machine is greater than the combined individual license capacity of all licenses
running at the consolidated or transferred site, and a logical or physical partition or other means
of restricting use is not available, the fees due the Contractor shall not exceed the fees otherwise
payable for a single license for the upgrade capacity.
Restricted Use by Third Parties; Outsourcers, facilities management, service bureaus, or
other services retained by licensee shall have the right to use the product to maintain licensee's
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operations, including data processing, provided that (1) licensee gives notice to the Contractor of
such third party, site of intended use of the product, and means of access, (2) the third party has
executed, or agrees to execute, the product manufacturer's standard nondisclosure or restricted
use agreement, which agreement shall be accepted by the Contractor, and (3) the third party shall
maintain a logical or physical partition within its computer system to restrict access to the
program to that portion solely dedicated to beneficial use for licensee. Licensee shall not be
liable for any third party's compliance or noncompliance with the terms of the nondisclosure
agreement, nor shall the nondisclosure agreement create or impose any liabilities on the State or
the licensee. Any third party with whom a licensee has a relationship for a State function or
business activity shall have the temporary right to use product (e.g., Java applets), provided that
such use shall be limited to the period during which the third party is using the product for the
function or activity.
Archival a cu : Licensee may use and copy the product and related documentation in
connection with reproducing a reasonable number of copies for archival backup and disaster
recovery procedures.
Source Code scrow: If either the product manufacturer/developer or the Contractor
offers source code or source code escrow to any other commercial customer, or if either entity
seeks bankruptcy protection, then the Contractor shall either (1) provide licensee with source
code for the product, (2) place the source code in a third -party escrow arrangement with a
designated escrow agent, which shall be identified to the Department, and which shall be
directed to release the deposited source code in accordance with a standard escrow agreement
acceptable to the Department, or (3) certify to the Department that the product
manufacturer/developer has named the State, acting by and through the Department, and the
licensee, as named beneficiaries of an established escrow arrangement with its designated escrow
agent, which shall be identified to the Department and licensee, and which shall be directed to
release the deposited source code in accordance with the terms of escrow. Source code, as well
as any corrections or enhancements, shall be updated for each new release of the product in the
same manner as provided above and such updated shall be certified in writing to the
Department. The Contractor shall identify the escrow agent upon commencement of the
Contract term and shall certify annually that the escrow remains in effect in compliance with the
terms of this paragraph. The State may release the source code to licensees under the Contract
which have licensed product or obtained services, and which may use the copy of the source
code to maintain the product.
Collfidentia it : The product is a trade secret, copyrighted and propriety product.
Licensee and its employees shall not disclose or otherwise distribute or reproduce any product to
anyone other than as authorized under the Contract. Licensee shall not remove or destroy any of
the Contractor's proprietary markings.
Rp tri to Us : Except as expressly authorized by the terms of license, licensee shall not:
copy the product; cause or permit reverse compilation or reverse assembly of the product or any
portion; or export the product in violation of any U.S. Department of Commerce export
administration regulations.
Proof f ice se.-. The Contractor shall provide to each licensee that places a purchase
order either (1) the product developer's certified license confirmation certificates in the name of
the licensee or (2) a written confirmation from the proprietary owner accepting the product
invoice as a proof of license. The Contractor shall submit a sample certificate, or alternative
confirmation, which shall be in a form acceptable to the licensee.
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Audit of Licensed Usage_ The Contractor may periodically audit, no more than annually
and at its expense, use of licensed product at any site where a copy resides provided that (1) the
Contractor gives licensee at least thirty days written advance notice, (2) the audit is conducted
during the licensee's normal business hours, (3) the audit is conducted by a State Inspector
General's office or, for non -State licensees, by an independent auditor chosen by mutual
agreement of the licensee and Contractor as follows: the Contractor shall recommend a minimum
of three auditing/accounting firms, from which the licensee shall select one; in no case shall the
Business Software Alliance, Software Publishers Association, or Federation Against Software
Theft be recommended by the Contractor or used, directly or indirectly, to conduct audits, (4) the
Contractor and licensee shall designate a representative who shall be entitled to participate, who
shall mutually agree on audit format, and who shall be entitled to copies of all reports, data, or
information obtained from the audit, and (5) if the audit shows that the licensee was not in
compliance, the licensee shall purchase additional licenses or capacities necessary to bring it into
compliance and shall pay for the unlicensed capacity at the Contract price then in effect or, if
none, then at the Contractor's U.S. commercial list price. Once such additional licenses and
capacities are purchased, licensee shall be deemed to have been in compliance retroactively, and
licensee shall have no further liability of any kind for the unauthorized use of the product.
Bankruptcy. The Contract is subject to the terms of section 365(n) of the United States
Bankruptcy Code ("Code") if the licensor files a bankruptcy petition. Licensor's failure to
perform its continuing obligations shall constitute a material breach of the Contract excusing
performance by the licensee. Royalty payments for use of intellectual property shall be separate
from and independent of payments for performance of all other obligations under the Contract
(e.g., continuing development obligations, maintenance and support obligations, obligations to
provide updates, indemnity obligations, etc.). Upon request, the licensor shall furnish licensee
any intellectual property, as defined in the Code, and any embodiment of that intellectual
property held by the licensor. If licensee must hire third -parties to perform support,
maintenance, or development tasks previously performed by licensor, the licensee may provide
intellectual property to such third -parties without violating non -disclosure or exclusivity
provisions.
3.24 Invoicing a : Invoices shall contain the Contract number, purchase order
number, and the Contractor's SPURS vendor 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 Department's option, Contractors may be required to invoice
electronically pursuant to Department guidelines. 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. Time limits do not begin until the Contractor submits a properly completed invoice.
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.
3.25 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. Purchases by non -State Customers may
be subject to taxes, which shall be computed based on the purchase price and added to the
invoice submitted to such entity for payment.
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3.26 Customer's Dsf$ult. A Customer's breach of the terms of a particular order shall not be
deemed a breach of the Contract. If a Customer fails to make a payment to the Contractor for
products delivered or provided, accepted, and properly invoiced, within sixty days after approval
for payment, then the Contractor may, upon ten days advance written notice to both the
Department and Customer's purchasing official, suspend additional shipments of product or
provision of services to that specific Customer until such time as reasonable arrangements have
been made and assurances given by the Customer for current and future Contract payments.
Notwithstanding the foregoing, the Contractor shall, in writing and at least ten days before
declaring a Customer in breach of the terms of a particular order, notify both the Department and
Customer's purchasing official of the specific facts, circumstances and grounds upon which the
Contractor intends to declare a breach. If the Contractor's basis for declaring a breach is
determined, then or later, to be insufficient, then the Contractor's declaration of breach and
failure to service the Customer shall constitute a breach of the Contract by the Contractor and the
Department or Customer may thereafter seek any remedy available at law or equity.
3.27 Ann al goropriations: The State's performance and obligation to pay under the Contract
are contingent upon an annual appropriation by the Legislature.
3.28Sales: Pursuant to section 287.1345 of the Florida
Statutes, a surcharge fee of one percent (1.0%) is imposed on Contractor's sales under the
Contract. The fee shall be paid by the Contractor and must be included in prices bid and cannot
be added as a separate item. After receipt of payment from the Contract purchases, all
Contractor surcharge fees shall be payable to the Department no later than 15 days after the end
of each quarter. The Contractor shall note "surcharge fee" and the contract number on a check
and remit it to:
Florida Department of Management Services
P.O. Box 5438
Tallahassee, FL 32314-5438
At the end of each calendar quarter, the Contractor shall complete and submit to State Purchasing
the Vendor User Fee Report form (PUR 7073C) included in section 4.0 of these solicitation
documents. By submission of these reports and corresponding Contractor surcharge deposits,
Contractor is certifying their correctness. All such reports and fee deposits shall be subject to
audit by the State. Contractors shall be responsible for reporting sales and paying user fees
resulting from sales made by authorized resellers. The Department reserves the right to revise
collection and reporting requirements in conjunction with implementation of an on-line
procurement system.
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
surcharge fees. CONTRACTORS DELINQUENT IN PAYING USER FEES MAY BE
EXCLUDED FROM BIDDING ON DEPARTMENT CONTRACTS.
3.29 Governm nit strction 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
Department in writing, indicating the specific restriction. The Department reserves the right and
the complete discretion to accept any such alteration or to cancel the Contract at no further
expense to the Department.
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3.30 CompUance 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 Chapter 60A-1 of the Florida
Administrative Code govern the Contract. By way of further non -exhaustive example, the
Contractor shall comply with section 247A(e) of the Immigration and Nationalization Act, the
Americans with Disabilities Act, and all prohibitions against discrimination on the basis of race,
religion, sex, creed, national origin, handicap, marital status, or veteran's status. Violation of
such laws shall be grounds for Contract termination.
3.31 . Pursuant to section 216.347 of the Florida Statutes, the
Contractor may not expend any State funds for the purpose of lobbying the Legislature, the
judicial branch, or a state agency. In addition, 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 Department'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:
lltt}2::; �jl. 5.._cl..� .s...s,tat: ,:_tl..u`-`.17..n ._' ;erg,5 ...................... i..1..c5 ��;c �.tich... ;cl,lltrt .). 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.
3.32 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 that the State or Customer shall give 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
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expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or
made by the State or Customer in an infringement action without the Contractor's prior written
consent, which shall not be unreasonably withheld. 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. Except as specified in the
foregoing portions of this section, for all other claims against the Contractor under any individual
purchase order, and regardless of the basis on which the claim is made, the Contractor's liability
under a purchase order for direct damages shall be the greater of $100,000, the dollar amount of
the purchase order, or two times the charges rendered by the Contractor under the purchase
order. Unless otherwise specifically enumerated in the Contract or in the purchase order, no
party shall be liable to another for special, indirect, or consequential damages, including lost data
or records (unless the purchase order requires the Contractor to back-up data or records), even if
the party has been advised that such damages are possible. No party shall be liable for lost
profits, lost revenue, or lost institutional operating savings. The State and Customer may, in
addition to other 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.
3.33 Pprfnrmanee BQU1k Customers may require the Contractor to furnish without additional
cost a performance bond or negotiable irrevocable letter of credit or other form of security for the
faithful performance of work under the Contract. Such requirement shall be set forth in the
purchase order.
3.34 SMip=nsion Q orlj1 The Department may in its sole discretion suspend any or all
activities under the Contract, at any time, when in the best interests of the State to do so. The
Department 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 Department shall either (1) issue a
notice authorizing resumption of work, at shall not entitle1ch thetime activity shall resume, or (Cont actor to any additional compeerminate nsation. the
Contract. Suspension of work
3.35 T t' v • The Department, by written notice to the Contractor, may
terminate the Contract in whole or in part when the Department determines in its sole discretion
that it is in the State's interest to do so. The Contractor shall not furnish any goods or perform
any services 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.
3.36 Te niRMiqQjV1_fAwez The Department may terminate the Contract if the Contractor
fails to (1) deliver the supplies or perform the services 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), Florida Administrative Code, governs the procedure and
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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 services or supplies 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
Department. The rights and remedies of the Department in this clause are in addition to any
other rights and remedies provided by law or under the Contract.
3.37 ForceMaiotice of Delay, and No Damages_ for__Delays 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 or the Department.
The Contractor shall not be entitled to an increase in the Contract price or payment of any kind
from the Customer or Department 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 Department 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 Department 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,
and/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.
3.38E The Department may, in its sole discretion, make an equitable
adjustment in the Contract terms and/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
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loss.
3.39 The Department 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 Department 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 Department may solicit
separate bids to satisfy them.
3.40 e w • Subject to Chapter 287 of the Florida Statutes, and upon mutual agreement, the
Department and the Contractor may renew the Contract, in whole or in part. Any renewal shall
be in writing and signed by both parties.
3.41 AdvertiHgi The Contractor shall not publicly disseminate any information concerning the
Contract without prior written approval from the Department, including, but not limited to
mentioning the Contract in a press release or other promotional material, identifying the
Department 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, the Department, or any 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.
3.42 ASSignMg= 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 Department; provided, the Contractor assigns to the State
any and all claims it has with respect to the Contract under the antitrust laws of the United States
and the State. The Department may assign the Contract with prior written notice to Contractor of
its intent to do so.
3.43 Any dispute concerning performance of the Contract shall be decided
by the Contract Specialist, who shall reduce the decision to writing and serve a copy on the
Contractor and, if appropriate, the Customer. The decision of Contract Specialist shall be final
and conclusive unless within ten (10) days from the date of receipt, the Contractor files with the
Department a petition for administrative hearing. The Department's decision on the petition
shall be final, subject to the Contractor's right to review pursuant to Chapter 120 of the Florida
Statutes. 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, the Contractor waives any right to jury trial
that it may have, and the prevailing party shall be awarded reasonable costs incurred, including
attorneys' fees and costs on appeal.
3.44 l • 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. 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
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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.
3.45 Security and Confidentiality The Contractor shall comply fully with all security
procedures of the State 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 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.
3.46 Independent Co tractor Status of ContractQs: The Contractor, together with its agents,
distributors, resellers, subcontractors, officers and employees, shall have and always retain under
the Contract the legal status of an independent contractor, and in no manner shall they be deemed
employees of the State or Customer or deemed to be entitled to any benefits associated with such
employment. During the term of the Contract, Contractor shall maintain at its sole expense those
benefits to which its employees would otherwise be entitled to by law, including health benefits,
and all necessary insurance for its employees, including workers' compensation, disability, and
unemployment insurance, and provide Customers with certification of such insurance upon
request. The Contractor remains responsible for all applicable federal, state, and local taxes, and
all FICA contributions.
3.47 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, which, as 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 $5,000 medical payment. Providing and maintaining
adequate insurance coverage is a material obligation of the Contractor and is of the essence of
the Contract. Upon request, the Contractor shall provide certificate of insurance. The Contract
shall not limit the types of insurance Contractor may desire to obtain or be required to obtain by
law. The limits of coverage under each policy maintained by the Contractor shall not be
interpreted as limiting the Contractor's liability and obligations under the Contract. All
insurance policies shall be through insurers authorized to write policies in Florida.
3.4$ vice: If a Customer is unable to obtain service/warranty within the time specified, or if
difficulties are encountered in obtaining service from the Contractor's designated service
location, the Customer shall notify the individual designated on the Contractor's ordering
instruction sheet, who shall then arrange and coordinate service by an alternate service dealer at
no additional cost to the Customer.
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3.49 Warranty: Contractor warrants that all product furnished under the Contract shall be free
of defective material and workmanship, and shall otherwise perform in accordance with required
performance criteria, for a period of not less than one (1) year from date of acceptance.
Warranty repairs shall be completed within the time specified in any support level requirements.
if it is likely that the time for repairs will exceed the specified time, the Contractor shall provide
equivalent loaner equipment upon request by the Customer. Loaner equipment shall be provided
at no cost, including shipment to the Customer's location and return of loaner equipment to the
Contractor.
3.50 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.
3.51 Warty Ability to Per__fgrrM The Contractor shall provide the Department, no later
than the time the Contractor returns a signed copy of the Contract, with proof of a Certificate of
Status from the Secretary of State, Division of Corporations, demonstrating that the Contractor is
in good standing and legally authorized to transact business in Florida. Failure to submit this
documentation shall be sufficient grounds for withholding payment under the Contract and cause
for termination. 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 Department in writing if its ability to perform is compromised in any manner during
the term of the Contract.
3.52 Ygar 2000 C MPHauce WAMBW All products furnished under the Contract shall be
Year 2000 compliant, that is, able to accurately process date data from, into, and between the
twentieth and twenty-first centuries, including leap year calculations. Resellers may provide a
"pass through warranty" from the manufacturer/software developer, which meets all the warranty
requirements specified by the State, and which shall include all other warranties provided by the
manufacturer or software developer. Reseller shall be responsible for warranty assurance,
assistance, enforcement and any other actions or remediation, required to satisfy warranty
requirements.
3.53 Astop/Passive Liggnse Monitor Unless a Customer is
specifically and conspicuously advised to the contrary in writing at the time of order and before
product acceptance, the Contractor hereby warrants and represents that the product and upgrades
do not and will not contain any computer code that would disable the product or upgrades or
impair in any way operation based on the elapsing of time, exceeding an authorized number of
copies, advancement to a particular date or other numeral, or other similar self-destruct
mechanisms (sometimes called "time bombs," "time locks," or "drop dead" devices) or that
would permit the Contractor to access the product to cause such disablement or impairment
(sometimes called a "trap door" device). The Contractor agrees that upon an alleged breach of
this provision, the Customer shall not have an adequate remedy at law, including monetary
damages, and that the Customer shall be entitled to seek a temporary restraining order,
injunction, or other form of equitable relief against the continuance of such breach, in addition to
any other remedies to which the Customer shall be entitled.
3.54 NotirS. All notices required under the Contract shall be delivered by certified mail, return
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receipt requested, by reputable air courier service, or by personal delivery. Notices to the
Department shall be delivered to the Contract Specialist identified in the Instructions to Bidders.
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.
3.55 Leases and Installment Purchases: The State Comptroller's prior approval 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.
3.56 Prison RehabilitativeInduStrie§ aud Dlyprsifled Enterprises, Inc. E • To the
extent that a product is certified by or is available from PRIDE, and has been approved in
accordance with section 946.515(2) of the Florida Statutes, 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. This provision is required by section 946.515(6)
of the Florida Statutes; additional information about PRIDE and the products it offers is
available at pride fl.com.
3.57 Modification of Tgrms: The Contract contains all the terms and conditions agreed upon
by the parties, which terms and conditions shall govern all transactions by Customer under the
Contract. The Contract may only be modified or amended upon mutual written agreement of the
Department and the Contractor. No oral agreements or representations shall be valid or binding
upon the Department, a Customer, or the Contractor. For individual purchase orders, however,
the Contractor may offer the Customer more advantageous pricing, payment, or other terms and
conditions than those set forth in the Contract. In such event, upon request the Contractor shall
furnish to the Department a copy of the better offer. The Department shall determine, in its sole
discretion, whether the offer, on the whole, is in fact more advantageous. Any offer that is not
more advantageous, even if this determination is not made until after acceptance, shall be
voidable at the Customer's option, in which case the Contract terms and conditions shall govern.
Other than where terms are more advantageous for the Customer than those set forth in the
Contract, no alteration or modification of the Contract terms, including substitution of product,
shall be valid or binding against the Customer unless authorized by the Department or specified
in the notice of award. 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. A 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.
3.58 Waiver: The delay or failure by the Department to exercise or enforce any of its rights
under this Contract shall not constitute or be deemed a waiver of the Department'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.
3.59 Execution in, Counterparts: The Contract may be executed in counterparts, each of which
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General Conditions
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shall be an original and all of which shall constitute but one and the same instrument.
3.60 If a court deems any provision of the Contract void or unenforceable, that
provision shall be enforced only to the extent that it is not in violation of law or is not otherwise
unenforceable, and all other provisions shall remain in full force and effect.
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