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Home My WebLink AboutCity of Tamarac Resolution R-2003-242Temp Reso# 10251 September 10, 2003 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2003- ,,2 �"0— A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, APPROVING THE REPLACEMENT OF OBSOLETE COMPUTER EQUIPMENT, PURCHASE OF NETWORK STORAGE AND BACKUP SYSTEMS, AND PURCHASE OF APPLICATION SERVERS, UTILIZING STATE OF FLORIDA CONTRACT #250-000-03-1 IN AN AMOUNT NOT TO EXCEED $150,000; 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 network storage and application servers in the FY 04 budget; and WHEREAS, The State Contract includes reputable PC, printer and storage 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, storage and application servers budgeted for FY 04 be purchased under State Contract #250-000-03-1 for an amount not to exceed $150,000; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in Temp Reso# 10251 September 10, 2003 Page 2 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, storage and application servers from vendors listed in the State Contract #250-000-03-1, during FY04 in an amount not to exceed $150,000. SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict.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. 1 1-1 Temp Reso# 10251 September 10, 2003 Page 3 PASSED, ADOPTED AND APPROVED this 22nd day of October, 2003. MARION SWENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. MITCHELL S. k4FT CITY ATTORNEY i 1 JOE SCHREIBER MAYOR RECORD OF COMMISSION VOTE: MAYOR SCHREIBER 4c DIST 1: COMM. PORTNER DIST 2: COMM. FLANSBAUM-TALABISCO T �_ DIST 3: COMM. SULTANOF DIST 4: V/M ROBERTS TR# 10251 NO.992 P - 3 4 EXHIBIT A This Coatrsct, emotive the hat d* signed below, is by and betwaan the State of Ma Ma, Depdsmar„at of Manag=aat Sarviaes ("Department'), tin agwcy of the SWe of Florida with oils at 4050 Esplan Way, TaUahassee, Plazsda 32399.09SOo sad Dell Marketing L.P., a Limited Paftarship with offices at Ono Dill Way Box 8707, Round Rock, Tmu 78U2 (`Moe). The Cmtmztor respancled to the Dept's Invitation fbr Bid No, 52-2,5000-B far 1 'ormatidn Terhnolagy Hardware. The Dapartrna>Yt has datearmincd to accept the Contwde9 bid And to eater into this Cantraot In aaeardanee with the terms and eaaditicams of the aoliaitatjan. (� J Accordingly, � in cansidmratUm of the nsut W promises cou anted in the Cautraot data, the 0epu meat and the Contractor do hereby enter into this C.cntract, which iA a state tract authorized by acetion 287.042(2)(a) of the Floxida Statutes (2001). Coaisactar is authoriz�upffer products itti the followiq (sub)eategd6ifl: 3'rx =41 Cnmgrutcrs Dea)p PC's, - Portubli PC s, - Wor,atatioas, and - PC Serv=; SwMs - Server A.pplia : and Storage Devicc9 - Tape Pmdaa ". Ito term of the Camtraet is from flee efttive date to MY 31, 2005. The Contract conM- of the f'allowiag door avtta, ,Which. in ease of amgjot, ftU have priority in the azdar listed, and ah are hemby jacmpont ed u if My sat fortb: • Amy written &=admein to the Contract This damxneut • Technical Specificatiams • Instzuctit= to Biddem 4 Geaeral Conditigns • Any purchase order under the Conixact Qmtxmetor's bid r ;�.. r � is .I- , • . c a+ :�' �- , A.pprovod a lesaiitY lay the 3)gwt =t 00fteral C0u&r1's ��f orb Fredoick J. fprfWar Dam s7' Z �aasc TR# 10251 IT Hardware 250-000-03-1 Vendor Information EXHIBIT A is 3Com http://ww.w.3com,com/solutions/.en_USI.gQKe; a Ace Computers http://flash ecom.corn /acecomputers/images/f :: ADIC http://www.adic,com/Florida s ACer America http://www.acer.com/APP/AKC/INTERNET/AA Alcatel http.Zl y .isLorida/ :. American Power h t ; /15 ..ZlS.-19.5_/govrslr,nsf contractdata7' Conversions Avaya http//wwwl.avaya.com/flor,idastate/.florida.4.1 CDW�G (Toshiba) http. www.cdwg,com�hop/contracts/contra i'. Cisco ................ http_L_/www.cisco-fl.coml. is Comark http://www,coma.rkg.com/florida.IT .................... . ;s Conditioned _Air and http.,[/www.liebertstatecantract.comL Power I (Liebert)_ Dell http_//__premier.del_L.comLpremierLcc Ign.asp?� :; EMC .............. ftp://ftp,emc.com1pub[fusa Ago. Epson http://_www.geocities..comlcorpeai/Sta.teofF.L/! ;. Extrem_e..Networks http://www.extremenetworks.com/common/.a Executive Source ........................ http://www.execsource.com/sfl2000 Fujitsu PC http://www.fujitsupc.com/www/floridaP.ricing Fujitsu Technology http://www,ftsi.fujitsu,com/services/go vlflori !s Gateway http:/Ig-5ource_.gateway.Com/florlda .: Hewlett-Packard.. http;//Ww�^+�compa.q.com/state Florida Hitachi http://www.freedomstorage-florida.com/ is IBM http://ww.w-1.ibm.com/gold/postal/serv.let/gc EXHIBIT A TR# 10251 innovative Tech :: Lexmark Micron ;= NEC Solutions := Netgear Nortel Netw.o..rks Ilk Oki Data Polycom powerware Ib Premio 1 4, Pr_om_ark (Exabyte..._& Overland _D_ata) Ilk 11 Riverstone Networks C: SOnicWALL 46 Spectra Lo is Ab StorageTek Sun Tandberg, _Inc. Telcom Engineering Consultants :v Unisys VTEL It Xerox http://innovativetechinc.com/state/price.htm http://store.lexmark.com/cgi-bin/ ncommerce3 http://mgcs.micro npc.cam/state/ state_of_,flor http./_LWWWtneccamp.com/govtlstateL Ulflorid http_./_LW-ww.rl t9ear.comlgoysvcs1florida/stat http://www.no.rteinetworks.com/prd/sta.tefia/ http://bpx•okidata._com/fi.nsf http://POI.POIYcOm.cOm/Florida/con.tent.htm. http://www.oem.powerware.comistateoffl_orid. http`L/_www.premio c.comLflorida state ricin http://www.promar.ktech.com/fitermcon..tract/i http'//www.r.iversto.n.enet.com/.f.11o.rida/. http:.//www.sonicwall.com/flo.ridasta.te/. httplLw�+•SPectratogic,com-LcommonLollate httpJlwwW•storagetek.co__m_/solutions ublic- http://www.tandberg applications.com/flo.rda/ http:/.!_wWW�tec-inc.com/FLoridaContract.html http://_u.ni.sys.co.mj rketpiace/_statelP/_ http://www.vtel.com/state/florida/ http://idsdocushare2.xids.com/dscgi/ds.py/Vi.0 IT Hardware Home Technical Specifications TR# 10251 Page 1 of 7 Technical Specifications Contents 2.01 I-Ai-ible llwrrdii arc 2.02 1- licsible Brands 2.03 ,additional Eligible Brands 2.04 \'icleu Telceottl'erci sing S\sIcm _and N.ideu Bi dgin,g F:tluip.niet Specification 2.05 Stantl►id_5upport I c�el 2.06 Additional Support Video Teleconferencing and Video Bridging Equipment 2.07 Refurbished and Renianufaetured.Produ.c;t 2.01 Eligible Hardware.: The Contract shall include hardware products grouped within the following categories: +' Personal Computers Thin Clients w' Servers ON Connectivity Devices .` t Tnintemintible Power SUnnlie5 and Surge Suppressors r gtnrage Devices AN Printers Virlenconferencina Svstems and Video Bridging Equipment 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 w.....ii..,..,..,mxrflnr;AQ nm/et rnntrar-tc/')1%00 00';I/TF'rhnina]0/??OSnecifications.htm 10/4/2002 Technical Specifications TR# 10251 Page2of7 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 Eligibly 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. :`• 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 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 +' (:onnectivity Devices • Network Routers: 3Com, Alcatel, Cisco, Enterasys, Erricsson, Juniper, Lucent, Netgear, and Nortel • Network Switches: 3Com, Alcatel, Avaya, Cisco, D-Link, Enterasys, httT%,//u,,.Yvw mvflnririn cnm/et contracts/250000031/Technical%20Snecifications.htm 10/4/2002 Technical Specifications Page 3 of 7 TR# 10251 Extreme Networks, Foundry Networks, Hewlett-Packard, Marconi, Netgear, Nortel, and SMC Uninterruptible Power Supplies and Surge suppressors.; American Power Conversion, Best Power, Exide Electronics Group, IntelliPower, and TrippLite Storage Devices Disk Array: Compaq, EMC, Fujitsu/Siemens, Hewlett-Packard, Hitachi, IBM, LSI, Storage Technology, and Sun 0 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 PrinAers • 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 w. Video nferenci S ste sand Video Sri i E ui ment: NEC, PictureTel, Polycom, Sony, Tandberg, VCON and VTEL 40. Eirewalls: 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 rands: 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 Video Teleconfer icing S,ystenis and Video_ Bridging Equipment Specification Standard Protocols International Telecommunication Union - Telecommunication Standardization Sector (ITU-T) H.221 Frame structure for a 64 to 1920 kbit/s channel in audiovisual teleservices httn•//www.mvflorida.com/st contracts/250000031/Technical%20Specifications, htm 10/4/2002 Technical Specifications Page 4 of 7 TR# 10251 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 W',%Xk ::u.i :i huhlicationti 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 CODI C'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 http://www.myflorida.com/st_contracts/250000031/Technical%20Specifications.htm 10/4/2002 Technical Specifications Page 5 of 7 TR# 10251 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 CIF (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: Zt be full duplex, have active echo cancellation, and be simple to tune for a particular room; " be compatible with other video conferencing systems; allow normal conversation between rooms as if the users were in the same location; :x 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; 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 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 Bridging Equipment 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. Minimum Requirements Video Compression Algorithms: 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. Cascading: All ITU-T H.320 video bridges shall accept a minimum of three simple video bridge cascades. Switching_ 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). Reservation and Diagnostic 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 http://www.mytlorida.com/st—contracts/250000031/Technical%20Specifications.htm 10/4/2002 Technical Specifications Page 6of7 TR# 10251 and ad hoc conferencing configurations. Additionally, manual dial -in of conference sites, operational control and monitoring of multipoint conferences shall be included and shall provide complete analysis and control of all conferences. Audio Comp ression Al orithms: Video bridges must support at least the following ITU-T audio coding schemes: G.711, G.722 and G.728. 2.05 Standard Su o L eels: Contractors shall provide the following levels of support under the Contract: mot Inside delivery, with buyer set-up and installation Standard manufacturer's warranty 30-day money back guarantee, return to Contractor, with no shipping charges or restocking fee or comparable charges Optional Support that may be offered on particular purchases: :` 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 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 _SuWort -V—ideQ Telec of re cin and Video Brid in E ui ment 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. 40 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: http://www.myflorida.com/st_contracts/25000003 I /Technical%20Speci fications.htm 10/4/2002 Technical Specifications TR# 10251 Page 7 of 7 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 RcWrbishgd and Rem inufa.Jur I Product; 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 IDENTIFY ANY REFURBISHED OR REMANUFACTURED PRODUCT OR COMPONENTS 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 Home httn://www.mytlorida.com/st_contracts/250000031 /Technical%20Specifications.htm 10/4/2002 General Conditions TR# 10251 Page 1 of 20 General Conditions Contents 3.01 Definitions 3.02 E-1430hle customers 3.03 Requests for Quotes 3.04 Posting and lteNision of Authorized Product and Price List 3.05 1'rotltic tVcrsion 3.06 Quantit, Discounts 3.07 Best Pricing Offer 3.08 Sales Promotions 3.09 Trade-Tn 3.10 kmericans NN ith Disabilities Act 3.11 Enerty Star Compliant 3.12 �uthoriedProduct.Cate<tries 3.13 Purchase Orders 3.14 Packa"in" 3.15 Niautrfa_ctiirt_n's_tianie ana .appru�ecl Etluir;►lents 3.16 Inspcction_.at Contractoi ' _Site 3.17 Safet- Standards 3.18 liter Lure 3.19 Transpnrttrtion_. 11 De1iN..c.rN 3.20 Installation► 3.21 Inspection_ and. acceptance 3.22 -Title to Deliverables. 3.23 5oftNNarc License Grant 3.24 1nr oicing and Pad ment 3.25 Faxes 3.26 Custo"Icr'.s Default 3.27 :NLnnua 1 .-appropriations 3.28 Surcliart:e.ree__xndSummary of.Total_Sa_les 3.29(;oNernnic.nt_al..Rest.ric.tions 3.30 ( ornpliance N-ith LaiNs 3.31 l..ohbving and Int-egrity 3.32 Ind ification 3.33 Performance Bond 3.34 Suspension of Work 3.35 Terniination_fur_Can�-enience 3.36 Termination for.Cause 3.37 Force Ia,jeure,,Notice of Dela}., and - o Damages for Delay 3.38 t'-quitable AdjustrnOlt 3.39 Scope Changes 3.40 Reiic%N al 3.41 Aclyertising 3.42 AO n._men.t 3.43 Dispute Resolution 3.44 Employees. Subcontractors, and _gents httn://www.mvflorida.com/st contracts/250000031/General%20Conditions.htm 10/4/2002 General Conditions Page 2 of 20 TR# 10251 3.45 Security and Confidentiality 3.46 Independent Contractor Status of Contractor 3.47 1tisuranc.e._R —e-quireine_nts 3.48 r} ice 3.49 Warrant 3.50 NN arrant- of Authority 3.51 Warranty of.,- f. Xbilit�o_I'erfor"n 3.52 Year 2(46 Compliance Warranty. 3.53 «arranty of No flardstup/passiNe License Monitorin- 3.54 Notice 3.55 [,cases and Installment PurchAses 3.56 Prison Rchabilitatise industries. and I)i,% ersitied Enterprises, lnc 3.57 Modification of Terni.s 3.58 NA aiN cr 3.59 E-\ecu.tion in -Counterparts 3.60 Se erahilith. 3.01 Definitions: (PRIDE:) 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 httn-//www.mvtlorida.com/st contracts/250000031/General%20Conditions.htm 10/4/2002 General Conditions Page 3 of 20 TR# 10251 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 ri,l : bus! The Department reserves the right to contract with athird-party sen ice 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 Eli ible ustomers: 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 f r cotes: 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 m 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 purchase order with the Contractor quoting the lowest price, Contract price, and shall place its in writing that the lowest price quote would not result in best unless the Customer documents value (for example, lowest price is for refurbished or remanufactured product). 3.04 Postin and Rev' io o Au h rL d Pro uc 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 http://www.myflorida.com/st_contracts/25000003 I /General%20Conditions.htm 10/4!2002 General Conditions Page 4 of 20 TR# 10251 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. :r 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. IV 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. lq= 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 e-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. +r Changes to the authorized list or to related information (for example, ordering information) shall not be deemed Contract amendments. http://www.myflorida.com/st_contracts/250000031 /General%20Conditions.htm 10/4/2002 General Conditions Page 5 of 20 TR# 10251 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. ise these restrictions in conjunction with The Department reserves the right to rev 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 Dis-90 nts: 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 Best Pricin 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 American With is ilities et: Contractors should identify any products that may be used or adapted for use by visually, hearing, or other physically impaired individuals. 3.11 Ener Yy St ar C n1pUan& 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. httn://www.myflorida.com/st_contracts/250000031/General%20Conditions.htm 10/4/2002 General Conditions TR# 10251 Page b of 20 3.12 Authorized Produc Cat egor'►_es: 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 Purchase Orders: 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 287.058(1) 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 Packatng_: 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 Manufacturer's N me and Approved E uivale 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 Inspection at ..Contractor's Site: 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 Standards: All manufactured items and fabricated assemblies subject to operation under pressure, operation by connection to an electric source, or operation involving connection to a manufactured, natural, or LP gas source shall be constructed and approved in a manner acceptable to the appropriate State inspector. Acceptability customarily requires, at a minimum, identification marking of the appropriate safety standard organization, where such approvals of listings have been established for the type of device offered and furnished, for example: the American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories and/or National Electrical Manufacturers' Association for electrically operated assemblies; and :Hwww.myflorida.com/st contracts/250000031/General%20Conditions.htm 10/4/2002 General Conditions Page 7 of 20 TR# 10251 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 Li eratur : 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 brans ortation and D liver 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 In_ spection and Acceptance: 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 Deliv rabl : For purposes of this section, a "product" is any deliverable furnished httn-//ww%X mvfloriila.c0 m/Ct contracts/250000031/General%20Conditions.htm 10/4/2002 General Conditions Page 8 of 20 TR# 10251 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 ISPO'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 Software License 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. httn://www.mvflorida.com/st contracts/250000031/General%20Cond1tions.htm 10/4/2002 General Conditions Page 9 of 20 TR# 10251 Term: The license tern 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'/" disk drive, software shall be provided on 3'/2" 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 http://www.myflorida.com/st_contracts/250000031 /General%20Conditions.htm 10/4/2002 General Conditions Page 10 of 20 TR# 10251 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., lava 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 Backup: 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 Escrow: 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. Confidentiality: 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. Restricted Use: 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 of License: 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. htty://www.myflorida.com/st_contracts/250000031 /General%20Conditions.htm 10/4/2002 General Conditions TR# 10251 Page 11 of 20 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 and Payment: 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 Tax . 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. http://www.myflonda.com/st_contracts/250000031 /General%20Conditions.htm 10/4/2002 General Conditions TR# 10251 Page 12 of 20 3.26 ustomer' efault: 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 Annual Appropriations: The State's performance and obligation to pay under the Contract are contingent upon an annual appropriation by the Legislature. 3.28 Surcharge Fee and Surrimary of TotalSales-, 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 (PUP, 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 Governmental Restri ns: 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. httn://www.mvtlorida.com/st contracts/250000031/General%20Conditions.htm 10/4/2002 General Conditions TR# 10251 Page 13 of 20 3.30 Com liance with La-, s 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 Ubbying and 1ntggrit- 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 fc,rm 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: l�tt}�: �ili�.de �.>tat� .tl.u: h�1rm �scn��r��chiles gcnchud.iltnt). 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 httn://ww%v.myflorida.com/st contracts/250000031/General%20Conditions.htm 10/4/2002 General Conditions Page 14 of 20 TR# 10251 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 Perform nce B : 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 us ensi n of W rk. 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 which time activity shall resume, or (2) terminate the Contract. Suspension of work shall not entitle the Contractor to any additional compensation. 3.35 Termination for Convenience 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 Termination for Cauw. 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 htti3://www.myflorida.com/st_contracts/25000003 I/General%2oConditions.htm 10/4/2002 General Conditions Page 15 of 20 TR# 10251 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 Force Majeurg, Notice f Delay, and NQ. amaUs for De aJL- 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. 3.38 E uitab .Adjustment: 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 http://www.myflorida.com/st_contracts/25000003 I /General%20Conditions.htm 10/4/2002 General Conditions Page 16 of 20 TR# 10251 loss. 3.39 Sco han ems;, 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 renewal: 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 Advertising: 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 Assignrnent: 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 pis ute R olution: 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 Emplo ees, SubcQntractors, and Agents: All Contractor employees, subcontractors, or agents performing work under the Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under the Contract must comply with all security and administrative requirements of the Customer. 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 http://www.mytlorida.com/st_contracts/25000003 l/General%20Cond1tions.htm 10/4/2002 General Conditions Page 17 of 20 TR# 10251 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 Securily and gnfldlentialiW. 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 C ntract r tatu f Co tracto : 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 Re9u1x rnents: 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, S 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 S500,000, 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. 3.48 Service: 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. http://www.mytlorida.com/st_contracts/250000031 /General%20Conditions.htm 10/4/2002 General Conditions Page 18 of 20 TR# 10251 3.49 Warrant- 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 Anthmdq: 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 Warrant of Ability to )Perform: 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 Year 2000 Compliance WarranW. 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 Warranty of No Hardstop/Rassive License Monit rin : 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 ]\i ice: All notices required under the Contract shall be delivered by certified mail, return http://www.myflorida.com/st—contracts/25000003 1 /General%20Conditions.htm 10/4/2002 General Conditions Page 19 of 20 TR# 10251 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 Le ses and I taliment_ Pu ch has • 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 Reha.bilitativc indurie and Dive sifi d Enter rises Inc. PRIDE To the extent that a product is certified by or is available from PRIDE, and has been approved in accordar— iv;th section 946.515(2) of the Florida Statutes, it is expressly understood and agreed that an) ..,._:, 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 'This provision is required by section 946.515(6) ., of :,,, .,,,ua Statutes; addrtru«at ....�•••--�:��t about PRIDE and the products it offers is available at',',tp� .1 F (k:11,co ;. 3.57 Nl ificatio of Terms.• 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 o nt marts: The Contract may be executed in counterparts, each of which com/st contracts/250000031 /General%20Conditions.htm 10/4/2002 General Conditions Page 20 of 2 TR# 10251 shall be an original and all of which shall constitute but one and the same instrument. 3.60 Severability: If a court deems any provision of the Contract void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable, and all other provisions shall remain in full force and effect. IT Hardware Hamm htti)://www.myflorida.com/st_contracts/25000003 I /General%20Conditions.htm 10/4/2002